Note 11. Share-based Compensation

We use equity-based compensation programs to provide long-term performance incentives for our employees. These incentives consist primarily of stock options and RSUs. In December 2008, we adopted the MEI Pharma, Inc. 2008 Stock Omnibus Equity Compensation Plan (the Omnibus Plan), as amended and restated from time to time, under which 1,850,739 shares of Common Stock are authorized for issuance. The Omnibus Plan provides for the grant of options and/or other stock-based or stock-denominated awards to our non-employee directors, officers, employees and advisors. As of June 30, 2025, there were 920,737 shares available for future grant under the Omnibus Plan.

In May 2021, we adopted the 2021 Inducement Plan (Inducement Plan, together with the Omnibus Plan, the Equity Plans), under which 125,000 shares of Common Stock were authorized for issuance. On June 9, 2023 our Board approved an amendment and restatement of the Inducement Plan to increase the aggregate number of shares of Common Stock authorized for issuance by 92,000 shares. The Inducement Plan is intended to assist us in attracting and retaining selected individuals to serve as employees who are expected to contribute to our success, by providing an inducement for such individuals to enter into employment with us and to achieve long-term objectives that will benefit our stockholders. As of June 30, 2025, there were 163,698 shares available for future grant under the Inducement Plan.

Total share-based compensation expense for all stock awards consists of the following, in thousands:

 

 

For the Fiscal Year Ended June 30,

 

 

 

2025

 

 

2024

 

Research and development

 

$

(128

)

 

$

349

 

General and administrative

 

 

(16

)

 

 

1,929

 

Total share-based compensation

 

$

(144

)

 

$

2,278

 

Stock Options

Stock options granted to employees vest 25% one year from the date of grant and ratably each month thereafter for a period of 36 months and expire ten years from the date of grant. Stock options granted to directors vest ratably each month for a period of 12 months from the date of grant and expire ten years from the date of grant. As of June 30, 2025, there were a total of 869,148 options outstanding of which 815,846 were granted under the Omnibus Plan and 53,302 were granted under the Inducement Plan.

A summary of our stock option activity and related data follows:

 

 

Number of
Options

 

 

Weighted-Average
Exercise Price

 

 

Weighted-Average
Remaining Contractual
Term (in years)

 

 

Aggregate
Intrinsic Value

 

Outstanding at June 30, 2024

 

 

1,357,213

 

 

$

31.60

 

 

 

 

 

 

 

Forfeited

 

 

(488,065

)

 

$

25.64

 

 

 

 

 

 

 

Outstanding at June 30, 2025

 

 

869,148

 

 

$

32.90

 

 

 

5.8

 

 

$

 

Vested and expected to vest at June 30, 2025

 

 

869,148

 

 

 

 

 

 

5.8

 

 

$

 

As of June 30, 2025, the aggregate intrinsic value of outstanding options is calculated as the difference between the exercise price of the underlying options and the closing price of our Common Stock of $2.47 on that date.

Unrecognized compensation expense related to non-vested stock options totaled $0.1 million as of June 30, 2025. Such compensation expense is expected to be recognized over a weighted-average period of 1.17 years. As of June 30, 2025, we expect all outstanding options to vest.

We use a Black-Scholes valuation model to estimate the grant date fair value of stock options. During the year ended June 30, 2025, we did not grant any stock options. During the fiscal year ended June 30, 2024, the following weighted-average assumptions were used to calculate these fair values:

Risk-free interest rate

 

 

4.5

%

Expected life (years)

 

 

5.7

 

Volatility

 

 

89.8

%

Dividend yield

 

 

 %

Weighted-average grant date fair value

 

$

5.20

 

 

Historical Timeline

Fiscal YearFiled
2025Sep 26, 2025Showing above
2024Sep 19, 2024
2023Sep 26, 2023
2022Sep 8, 2022
2021Sep 2, 2021
2020Sep 9, 2020
2019Aug 28, 2019
2018Aug 30, 2018
2017Sep 5, 2017
2016Sep 6, 2016

About Stock Compensation Disclosures

Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.

Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.