This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D amends and supplements the statement on 13D originally filed on May 23,
2018, relating to the common shares, $0.00000002 par value (the “Common Stock”), of MEI Pharma, Inc. (the “Issuer”) having its principal executive office at 3611 Valley Centre Drive, Suite 500, San Diego, CA.
Certain terms used but not defined in this Amendment No. 1 have the meanings assigned thereto in the Schedule 13D. Except
as specifically provided herein, this Amendment No. 1 does not modify any of the information previously reported on the Schedule 13D.
This statement is being filed by:
(a) Growth Equity Opportunities Fund V, LLC (“GEO”);
(b) New Enterprise Associates 16, L.P. (“NEA 16”), which is the sole member of GEO, NEA Partners 16, L.P.
(“NEA Partners 16”), which is the sole general partner of NEA 16; and NEA 16 GP, LLC (“NEA 16 LLC” and, together with NEA Partners 16, the “Control Entities”), which is the sole general partner of NEA Partners 16; and
(c) Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ali Behbahani (“Behbahani”), Carmen Chang
(“Chang”), Anthony A. Florence, Jr. (“Florence”), Mohamad H. Makhzoumi (“Makhzoumi”), Joshua Makower (“Makower”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”) and Paul Walker (“Walker”) (together, the
“Managers”) and Chetan Puttagunta (“Puttagunta”), Jon M. Sakoda (“Sakoda”) and Ravi Viswanathan (“Viswanathan”). The Managers are the managers of NEA 16 LLC.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively
as the “Reporting Persons.”
The address of the principal business office of GEO, NEA 16 and each Control Entity is New Enterprise
Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barris, Behbahani and Mott is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The
address of the principal business office of Baskett, Chang, Makhzoumi, Makower, Sandell, Sonsini and Walker is New Enterprise Associates,
2855 Sand Hill Road, Menlo Park, California 94025. The address of the principal business office of Florence is New Enterprise Associates, 104 5th Avenue, 19th Floor, New York, NY 10001.
The principal business of GEO and NEA 16 is to invest in and assist growth-oriented businesses located
principally in the United States. The principal business of NEA Partners 16 is to act as the sole general partner of NEA 16. The principal business of NEA 16 LLC is to act as the sole general partner of NEA Partners 16. The principal
business of each of the Managers is to manage the Control Entities, GEO and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal
proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
GEO and NEA 16 LLC are limited liability companies organized under the laws of the State of Delaware.
NEA 16 and NEA Partners 16 are limited partnerships organized under the laws of the State of Delaware. Each of the Managers is a United States citizen.
Exhibit 2 – Power of Attorney regarding filings under the Securities Exchange Act of 1934, as amended.