Sec Form 3 Filing - Anson Funds Management LP @ MEI Pharma, Inc. - 2023-05-19

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Anson Funds Management LP 2. Issuer Name and Ticker or Trading Symbol MEI Pharma, Inc. [ MEIP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 16000 DALLAS PARKWAY, SUITE 800 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2023 (Street) DALLAS, TX75248 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 662,528 ( 1 ) ( 2 ) I See footnotes ( 3 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Anson Funds Management LP 16000 DALLAS PARKWAY SUITE 800 DALLAS, TX75248 X Anson Advisors Inc. 155 UNIVERSITY AVENUE SUITE 207 TORONTO, A6M5H 3B7 X Nathoo Amin 155 UNIVERSITY AVENUE SUITE 207 TORONTO, Z4M5H 3B7 X Kassam Moez 111 PETER STREET SUITE 904 TORONTO, A6M5V2H1 X Anson Management GP LLC 16000 DALLAS PARKWAY SUITE 800 DALLAS, TX75248 X Winson Bruce Ross 16000 DALLAS PARKWAY SUITE 800 DALLAS, TX75248 X Signatures /s/ Bruce R. Winson, manager of Anson Management GP LLC, general partner of Anson Funds Management LP 05/30/2023 Signature of Reporting Person Date /s/ Bruce R. Winson, manager of Anson Management GP LLC 05/30/2023 Signature of Reporting Person Date /s/ Bruce R. Winson 05/30/2023 Signature of Reporting Person Date /s/ Amin Nathoo, director of Anson Advisors Inc. 05/30/2023 Signature of Reporting Person Date /s/ Amin Nathoo 05/30/2023 Signature of Reporting Person Date /s/ Moez Kassam 05/30/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The filing of this Form 3 shall not be construed as an admission that Anson Funds Management LP ("Anson"), Anson Management GP LLC, the general partner of Anson ("Anson GP"), Bruce R. Winson, the manager of Anson GP, Anson Advisors Inc. ("Anson Advisors"), Amin Nathoo, a director of Anson Advisors, or Moez Kassam, a director of Anson Advisors, is or was for the purposes of Section 16(a) of the Securities Exchange Act of 1934, as amended, or otherwise the beneficial owner of any of the shares of Common Stock, $0.00000002 par value (the "Common Stock"), of MEI Pharma, Inc. (the "Issuer") purchased by private investment funds advised by Anson and Anson Advisors (the "Funds" and together with Anson, Anson GP, Anson Advisors, Mr. Winson, Mr. Nathoo and Mr. Kassam, the "Reporting Persons"). ( 2 )Each of the Reporting Persons is a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein. ( 3 )Anson and Anson Advisors hold indirectly 662,528 shares of Common Stock of the Issuer through the Funds, for which Anson and Anson Advisors are the Investment Advisors. Anson GP and Bruce R. Winson report the Common Stock held indirectly by the Funds because, as the general partner of Anson and the manager of Anson GP, respectively, at the time of purchase, they controlled the disposition and voting of the securities. Mr. Nathoo and Mr. Kassam report the Common Stock held indirectly by the Funds because, as the directors of Anson Advisors, at the time of purchase, they controlled the disposition and voting of the securities.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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