Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File Number: 000-50484 Lite Strategy, Inc. (Exact name of registrant as specified in its charter) DELAWARE 51-0407811 (State or other jurisdicti ...

Lite Strategy Inc. (NASDAQ: LITS ) was formerly known as MEI Pharma, Inc. and traded under the ticker “MEIP.” LITS was an oncology firm working on two drug candidates, vorucliclib and ME-144, which could have been helpful as oncology comboMy name is Myriam Hernandez Alvarez. I received the Electronics and Telecommunication Engineering degree from the Escuela Politecnica Nacional, Quito, Ecuador, the M.Sc. degree in computer science from Ohio University, Athens, OH, USA, a graduate degree in Business Managem ...

Company Communication - MEI Pharma expresses appreciation for Litecoin [1]

Company Strategy - MEI Pharma adopted a Litecoin Treasury Strategy, becoming the first public US company to do so [1] - The strategy aims to bring Litecoin, described as "the people's currency," to institutional portfolios [1] Litecoin Acquisition - MEI Pharma acquired 929,548 Litecoins (LTC) [1] - The total investment was approximately $100 million [1] - The average acquisition price was about $107.58 per Litecoin [1] Partnerships - The Litecoin Treasury Strategy involved collaboration with @SatoshiLite and @GSR_io [1]

Company Communication - MEI Pharma is seeking information about Litecoin (LTC) [1] Cryptocurrency - Litecoin (LTC) is mentioned in the context of MEI Pharma's inquiry [1]

Company Strategy - MEI Pharma purchased $100 million in Litecoin (LTC) as a treasury asset [1][2] - MEI Pharma is the first U_S_-listed company to adopt Litecoin as a primary treasury asset [2] - MEI Pharma funded the purchase via a $100 million private placement led by Charlie Lee [2] - MEI Pharma may expand into LTC mining [2] - MEI Pharma continues drug development while pioneering a crypto treasury strategy [2] Litecoin Adoption - MEI Pharma cites LTC's 13-year uptime, low fees, fast settlement, and mainstream integrations as reasons for adoption [2] Investment - Charlie Lee and GSR are lead investors in the private placement [1]

Group 1 - MEI Pharma, Inc. has entered into a private investment in public equity (PIPE) transaction for the purchase and sale of 29.2 million shares at $3.42 per share, expecting aggregate gross proceeds of approximately $100 million [1][2] - The company will appoint Charlie Lee to its board of directors, while current member Taheer Datoo will resign [2] - GSR will serve as the digital asset and treasury management advisor to oversee the implementation of its Litecoin Treasury Strategy [2] Group 2 - This transaction marks a significant milestone in MEI's long-term strategic plan, establishing it as the first publicly traded company to adopt Litecoin as a treasury reserve asset [3] - Litecoin, created by Charlie Lee in October 2011, is often referred to as the "silver to Bitcoin's gold" and has a proven track record of growth and reliability [3] - By integrating Litecoin into its treasury operations, MEI gains access to a decentralized monetary asset that complements its cash management framework [3] Group 3 - MEI Pharma stock is trading higher, up 31.54% at $5.92 [4]

[Corporate Update and Strategic Review](index=1&type=section&id=Corporate%20Update%20and%20Strategic%20Review) MEI Pharma is actively reviewing strategic alternatives to maximize stockholder value while implementing cash preservation measures and maintaining a strong financial position [Evaluation of Strategic Alternatives](index=1&type=section&id=Evaluation%20of%20Strategic%20Alternatives) MEI Pharma is actively continuing its review of strategic alternatives initiated in July 2024, which includes potential out-licensing of its programs or M&A opportunities, with the stated goal of maximizing stockholder value - The company is continuing its review and evaluation of potential strategic alternatives, considering options such as out-licensing opportunities for existing programs and merger and acquisition opportunities[2](index=2&type=chunk) - Oppenheimer & Co., Inc. has been retained as the company's exclusive financial advisor to assist in this process[2](index=2&type=chunk) - There is no assurance that the exploration of strategic alternatives will result in any agreements or transactions. The company does not expect to disclose developments until the process is completed or disclosure is deemed appropriate or legally required[4](index=4&type=chunk) [Financial Position and Cost Management](index=1&type=section&id=Financial%20Position%20and%20Cost%20Management) As of March 31, 2025, MEI Pharma reported a cash and cash equivalents balance of $20.5 million with no outstanding debt, actively implementing cash preservation measures Cash Position as of March 31, 2025 | Metric | Value (USD) | | :---------------------- | :------------ | | Cash and cash equivalents | $20.5 million | | Outstanding Debt | None | - The company is continuing its cash preservation efforts, which include a reduction-in-force that is progressing in stages as its strategic direction evolves[3](index=3&type=chunk) [Financial Statements](index=3&type=section&id=Financial%20Statements) MEI Pharma's financial position reflects decreased assets and equity from cash usage, with a reduced net loss driven by operating expense cuts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) As of March 31, 2025, MEI Pharma's total assets were $20.8 million, a significant decrease from $41.4 million on June 30, 2024, primarily due to cash usage and depletion of short-term investments Balance Sheet Comparison | Balance Sheet Item | March 31, 2025 (Unaudited, in thousands) | June 30, 2024 (Audited, in thousands) | | :------------------------------ | :------------------------- | :---------------------- | | Cash and cash equivalents | $20,472 | $3,705 | | Short-term investments | $0 | $34,640 | | **Total Assets** | **$20,779** | **$41,375** | | Total Liabilities | $1,238 | $8,355 | | **Total Stockholders' Equity** | **$19,541** | **$33,020** | - The company's short-term investments were fully depleted, decreasing from **$34.6 million** at June 30, 2024, to **zero** by March 31, 2025[10](index=10&type=chunk) [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) For Q3 FY2025, MEI Pharma reported no revenue and a net loss of $2.6 million, a smaller loss than the prior year due to significant operating expense cuts, while the nine-month period saw a net loss reversing prior year's income Q3 FY2025 vs Q3 FY2024 (Three Months Ended March 31, in thousands) | P&L Item (except per share) | Q3 FY2025 (in thousands) | Q3 FY2024 (in thousands) | | :-------------------------- | :---------- | :---------- | | Total Revenues | $0 | $0 | | Total operating expenses | $2,774 | $9,829 | | **Net (loss) income** | **($2,573)**| **($9,127)**| | **Net (loss) income per share** | **($0.39)** | **($1.37)** | Nine Months Ended March 31 (in thousands) | P&L Item (except per share) | FY2025 (in thousands) | FY2024 (in thousands) | | :-------------------------- | :----------- | :---------- | | Total Revenues | $0 | $65,297 | | Total operating expenses | $14,577 | $31,775 | | **Net (loss) income** | **($13,257)**| **$36,184** | | **Net (loss) income per share** | **($1.99)** | **$5.43** | - Operating expenses were significantly reduced year-over-year, with R&D expenses for the nine-month period dropping from **$12.6 million** to **$3.8 million** and G&A expenses decreasing from **$19.2 million** to **$10.7 million**, reflecting cost-cutting measures[11](index=11&type=chunk) [Company and Legal Information](index=1&type=section&id=Company%20and%20Legal%20Information) This section outlines MEI Pharma's focus on novel cancer therapies and details the report's forward-looking statements and associated risks [About MEI Pharma](index=1&type=section&id=About%20MEI%20Pharma) MEI Pharma is a pharmaceutical company focused on developing novel and differentiated cancer therapies, including its drug candidate voruciclib - MEI Pharma is a pharmaceutical company with a portfolio of drug candidates aimed at providing novel cancer therapies[6](index=6&type=chunk) - The company's pipeline includes voruciclib, an oral cyclin-dependent kinase 9 (CDK9) inhibitor[6](index=6&type=chunk) [Forward-Looking Statements](index=1&type=section&id=Forward-Looking%20Statements) The report contains forward-looking statements concerning the company's ability to execute a strategic transaction, preserve cash, and the potential outcomes of these efforts, cautioning that actual results could differ materially due to various risks - The report includes forward-looking statements regarding the company's ability to execute a strategic transaction, preserve cash, and the potential for stockholders to realize value[7](index=7&type=chunk) - Key risks and uncertainties include the ability to identify attractive strategic alternatives, retain key personnel, adequacy of capital resources, and the impact of economic conditions[8](index=8&type=chunk)

PART I FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) The company's financial statements show a net loss of $13.3 million and reduced assets amid a strategic shift [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $20.8 million and stockholders' equity fell to $19.5 million due to cash usage Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 (Unaudited) | June 30, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $20,472 | $3,705 | | Short-term investments | $0 | $34,640 | | Total current assets | $20,779 | $40,769 | | Total assets | $20,779 | $41,375 | | Total current liabilities | $1,238 | $8,355 | | Total liabilities | $1,238 | $8,355 | | Total stockholders' equity | $19,541 | $33,020 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a nine-month net loss of $13.3 million on zero revenue, a reversal from prior-year income Condensed Consolidated Statements of Operations Highlights (in thousands, except per share amounts) | Metric | Q3 2025 | Q3 2024 | 9 Months 2025 | 9 Months 2024 | | :--- | :--- | :--- | :--- | :--- | | Total revenues | $0 | $0 | $0 | $65,297 | | Research and development | $369 | $5,220 | $3,840 | $12,617 | | General and administrative | $2,405 | $4,609 | $10,737 | $19,158 | | (Loss) income from operations | $(2,774) | $(9,829) | $(14,577) | $33,522 | | Net (loss) income | $(2,573) | $(9,127) | $(13,257) | $36,184 | | Net (loss) income per share | $(0.39) | $(1.37) | $(1.99) | $5.43 | [Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity declined to $19.5 million, primarily driven by the period's net loss of $13.3 million - Stockholders' equity fell to **$19.5 million** as of March 31, 2025, from **$33.0 million** at June 30, 2024, mainly due to the cumulative net loss for the period[15](index=15&type=chunk) - In the prior year, a cash dividend of **$1.75 per share**, totaling **$11.7 million**, was declared and paid in the quarter ended December 31, 2023[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash from investing activities offset operating cash use, resulting in a $16.8 million net increase in cash Cash Flow Summary for the Nine Months Ended March 31 (in thousands) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | $(18,383) | $(32,474) | | Net cash provided by investing activities | $35,150 | $29,596 | | Net cash used in financing activities | $0 | $(11,660) | | Net increase (decrease) in cash | $16,767 | $(14,538) | | Cash and cash equivalents at end of period | $20,472 | $2,368 | [Notes to Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) The company is evaluating strategic alternatives after discontinuing voruciclib development and has sufficient cash for 12 months - In July 2024, the Board initiated an evaluation of strategic alternatives, including a potential orderly wind-down, and **discontinued clinical development of voruciclib**[21](index=21&type=chunk) - The company sold its ME-344 asset to Aardvark Therapeutics on October 22, 2024, for an initial payment of **$0.5 million**, recognizing a gain of the same amount[96](index=96&type=chunk)[97](index=97&type=chunk) - The company terminated its lease agreement effective September 30, 2024, paying a termination fee of approximately **$11.1 million** in the fiscal year ended June 30, 2024[77](index=77&type=chunk) - As of March 31, 2025, the company had **$20.5 million** in cash and cash equivalents and believes this is sufficient to fund operations for at least the next 12 months[27](index=27&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=19&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the strategic shift, cessation of clinical development, and resulting operational changes [Overview and Strategic Alternatives](index=26&type=section&id=Overview%20and%20Strategic%20Alternatives) The company is evaluating strategic alternatives, has discontinued voruciclib development, and reduced its workforce - On July 22, 2024, the company announced it would **evaluate strategic alternatives** to maximize stockholder value, including potential transactions or an orderly wind-down[101](index=101&type=chunk) - As part of the strategic review, the company **discontinued clinical development of voruciclib** and initiated a reduction-in-force (RIF) starting August 1, 2024[101](index=101&type=chunk) [Clinical Development Programs](index=26&type=section&id=Clinical%20Development%20Programs) All clinical development for voruciclib has ceased, the ME-344 asset was sold, and the zandelisib program was previously discontinued - Voruciclib, an oral CDK9 inhibitor, has **ceased all ongoing clinical trial efforts**[106](index=106&type=chunk)[122](index=122&type=chunk) - ME-344, a mitochondrial inhibitor, was **sold in October 2024**[125](index=125&type=chunk)[129](index=129&type=chunk) - The zandelisib (PI3Kδ inhibitor) program was **discontinued globally**, and the development and commercialization agreement with Kyowa Kirin was terminated in July 2023[145](index=145&type=chunk)[148](index=148&type=chunk) [Results of Operations](index=38&type=section&id=Results%20of%20Operations) Operating expenses decreased significantly following the cessation of clinical activities and cost-cutting measures Comparison of Three Months Ended March 31 (in thousands) | Expense Category | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Research and development | $369 | $5,220 | $(4,851) | (92.9)% | | General and administrative | $2,405 | $4,609 | $(2,204) | (47.8)% | Comparison of Nine Months Ended March 31 (in thousands) | Category | 2025 | 2024 | $ Change | % Change | | :--- | :--- | :--- | :--- | :--- | | Revenues | $0 | $65,297 | $(65,297) | (100.0)% | | Research and development | $3,840 | $12,617 | $(8,777) | (69.6)% | | General and administrative | $10,737 | $19,158 | $(8,421) | (44.0)% | [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company holds $20.5 million in cash, deemed sufficient for at least 12 months of operations - The company had **$20.5 million** in cash and cash equivalents as of March 31, 2025, and expects this to be sufficient to fund operations for at least the next 12 months[159](index=159&type=chunk)[160](index=160&type=chunk) - Net cash used in operating activities was **$18.4 million** for the nine months ended March 31, 2025, compared to **$32.5 million** in the prior-year period[161](index=161&type=chunk) - The company terminated its office lease on September 30, 2024, after paying a termination fee of **$11.1 million** in the fiscal year ended June 30, 2024, and has no further obligations[164](index=164&type=chunk) [Item 3. Quantitative and Qualitative Disclosures about Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, MEI Pharma is not required to provide this information - The company is not required to provide information for this item as it qualifies as a **smaller reporting company**[171](index=171&type=chunk) [Item 4. Controls and Procedures](index=28&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal controls over financial reporting were effective - Based on an evaluation as of March 31, 2025, the principal executive officer and principal financial officer concluded that the company's **disclosure controls and procedures were effective**[172](index=172&type=chunk) - **No material changes** occurred during the fiscal quarter ended March 31, 2025, that affected the company's internal control over financial reporting[173](index=173&type=chunk) PART II OTHER INFORMATION [Item 1. Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company reports no legal proceedings - None[177](index=177&type=chunk) [Item 1A. Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) There have been no material changes to the risk factors previously disclosed in the company's 2024 Annual Report - There have been **no material changes** in risk factors from those included in the 2024 Annual Report[178](index=178&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reports no unregistered sales of equity securities - None[179](index=179&type=chunk) [Item 5. Other Information](index=30&type=section&id=Item%205.%20Other%20Information) No executive officers or directors have adopted, modified, or terminated any Rule 10b5-1 trading plans - No executive officers or directors adopted, modified, or terminated any **Rule 10b5-1 trading plans** during the nine months ended March 31, 2025[182](index=182&type=chunk) [Item 6. Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, including agreements and officer certifications

Financial Position - As of December 31, 2024, MEI Pharma had $23.7 million in cash and cash equivalents with no outstanding debt[5]. - The total stockholders' equity as of December 31, 2024, was $22.1 million, down from $33.0 million as of June 30, 2024[10]. Revenue and Expenses - For the six months ended December 31, 2024, the company reported total revenues of $0, compared to $65.3 million for the same period in 2023[11]. - Total operating expenses for the six months ended December 31, 2024, were $21.9 million, a decrease from $43.4 million for the same period in 2023[11]. - The net loss for the three months ended December 31, 2024, was $2.7 million, compared to a net loss of $11.1 million for the same period in 2023[11]. - The weighted-average shares used in computing net loss per share for the three months ended December 31, 2024, were 6.663 million[11]. Strategic Direction - The company is currently evaluating strategic alternatives, including out-licensing and merger opportunities, to maximize asset value for stockholders[2]. - Cash preservation efforts have been initiated, including a reduction-in-force, as the company's operational and strategic direction evolves[3]. - The company does not expect to disclose further developments regarding strategic alternatives until the evaluation process is completed[4]. Drug Development - MEI Pharma's drug candidate pipeline includes voruciclib, an oral cyclin-dependent kinase 9 inhibitor, aimed at providing novel cancer therapies[6].