0001615774-19-002511.txt : 20190214 0001615774-19-002511.hdr.sgml : 20190214 20190214153759 ACCESSION NUMBER: 0001615774-19-002511 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190214 DATE AS OF CHANGE: 20190214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEI Pharma, Inc. CENTRAL INDEX KEY: 0001262104 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 510407811 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-79594 FILM NUMBER: 19605492 BUSINESS ADDRESS: STREET 1: 3611 VALLEY CENTER DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 858-792-6300 MAIL ADDRESS: STREET 1: 3611 VALLEY CENTER DRIVE STREET 2: SUITE 500 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: MARSHALL EDWARDS INC DATE OF NAME CHANGE: 20030902 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Vivo Opportunity, LLC CENTRAL INDEX KEY: 0001728970 IRS NUMBER: 823132352 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 505 HAMILTON AVENUE STREET 2: SUITE 207 CITY: PALO ALTO STATE: CA ZIP: 94301 BUSINESS PHONE: 6506880818 MAIL ADDRESS: STREET 1: 505 HAMILTON AVENUE STREET 2: SUITE 207 CITY: PALO ALTO STATE: CA ZIP: 94301 SC 13G/A 1 s116134_sc13ga.htm SCHEDULE 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1) *

MEI Pharma, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

55279B202

(CUSIP Number)

December 31, 2018

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 55279B202
1	NAMES OF REPORTING PERSONS
	Vivo Opportunity, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
	(a) ☐
	(b) ☐
3	SEC USE ONLY

4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	SOLE VOTING POWER
			7,252,749 ⁽¹⁾
		6	SHARED VOTING POWER
			0
		7	SOLE DISPOSITIVE POWER
			7,252,749 ⁽¹⁾
		8	SHARED DISPOSITIVE POWER
			0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	7,252,749 ⁽¹⁾
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions)
	☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	9.99% ⁽²⁾
12	TYPE OF REPORTING PERSON (See Instructions)
	OO

(1)

The number represents (i) 5,778,106 shares of common stock and (ii) warrant to acquire 1,474,643 shares of common stock, which is exercisable within 60 days after the date herefo. The shares and warrant are held of record by Vivo Opportunity Fund, L.P. Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The number does not include the warrant to acquire the remaining 1,825,687 shares of common stock, as the reporting person is prohibited from exercising such warrant for shares of common stock, if, as a result of such exercise, the reporting person, together with its affiliates, would own more than 9.99% of the total number of shares of common stock issued and outstanding.

(2)

Based on 71,125,444 shares of Common Stock of the issuer outstanding as of November 6, 2018, as reported in the issuer’s quarterly report on Form 10-Q for the quarter ended September 30, 2018, filed with the Securities and Exchange Commission on November 8, 2018.

Item 1. (a) Name of Issuer:

MEI Pharma, Inc.

(b)

Address of Issuer's Principal Executive Offices:

3611 Valley Centre Drive, Suite 500, San Diego, California 92130

Item 2. (a)

Name of Person Filing:

Vivo Opportunity, LLC

(b)

Address of Principal Business Office or, if None, Residence:

505 Hamilton Avenue, Suite 207, Palo Alto, CA 94301

(c)

Citizenship:

Vivo Opportunity, LLC is a Delaware limited liability company.

(d)

Title of Class of Securities:

Common Stock

(e)

CUSIP Number:

55279B202

Item 3.

If This Statement is Filed Pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(a)

☐ Broker or dealer registered under Section 15 of the Act.

(b)

☐ Bank as defined in Section 3(a)(6) of the Act.

(c)

☐ Insurance company as defined in Section 3(a)(19) of the Act.

(d)

☐ Investment company registered under Section 8 of the Investment Company Act of 1940.

(e)

☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(l)(ii)(G);

(h)

☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

(j)

☐ A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)

☐ Group, in accordance with § 240.13d-1(b)(l)(ii)(K).

If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1(ii)(j), please specify the type of institution: ________________

Not Applicable.

Item 4.

Ownership.

(a) Amount beneficially owned:

The shares of common stock are held of record by Vivo Opportunity Fund, L.P.

Vivo Opportunity, LLC is the general partner of Vivo Opportunity Fund, L.P. The voting members of Vivo Opportunity, LLC are Albert Cha, Gaurav Aggarwal, Shan Fu, Frank Kung and Michael Chang, none of whom has individual voting or investment power with respect to these shares of common stock and each of whom disclaims beneficial ownership of such shares of common stock.

(b) Percent of class:

9.99%

(i) Sole power to vote or to direct the vote: 7,252,749

(ii) Shared power to vote or to direct the vote: 0

(iii)

Sole power to dispose or to direct the disposition of: 7,252,749

(iv)

Shared power to dispose of or to direct the disposition of: 0

Item 5.

Ownership of Five Percent or Less of a Class.

Not Applicable.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not applicable.

Item 9.

Notice of Dissolution of Group.

Not applicable.

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

	Vivo Opportunity, LLC

	February 14, 2019
	(Date)

	/s/ Gaurav Aggarwal
	(Signature)

	Managing Member
	(Title)