Lite Strategy, Inc. SEC 10-K Report

Lite Strategy, Inc., formerly known as MEI Pharma, Inc., has released its annual 10-K report for the fiscal year ended June 30, 2025. The report details the company's significant strategic pivot from pharmaceutical development to a focus on digital assets, particularly through the implementation of a Litecoin Treasury Strategy. This shift marks a transformative period for the company, accompanied by notable financial and operational changes.

Financial Highlights

• Total Revenues: $0 million. The company recognized no revenue during the fiscal year ended June 30, 2025, due to all deferred revenue associated with the KKC Commercialization Agreement having been recognized in fiscal year 2024.
• Net (Loss) Income: $(15.9) million. The net loss for the fiscal year ended June 30, 2025, was primarily due to the absence of revenue and ongoing operating expenses.
• Net (Loss) Income Per Share - Basic and Diluted: $(2.39). Reflects the net loss per share for the fiscal year ended June 30, 2025, based on the weighted-average shares outstanding.

Business Highlights

• Company Rebranding: On September 10, 2025, MEI Pharma, Inc. changed its name to Lite Strategy, Inc. and its ticker symbol to LITS, marking a significant rebranding effort.
• Strategic Alternatives Evaluation: In July 2024, the company began evaluating strategic alternatives, including potential transactions and an orderly wind down of operations, leading to a reduction in workforce and a shift in strategic direction.
• Discontinuation of Voruciclib Development: The clinical development of voruciclib was discontinued as part of the strategic alternatives evaluation, although certain nonclinical activities continue.
• Leadership Changes: Key leadership changes included the stepping down of the President and CEO, David M. Urso, and the Chief Medical Officer, Richard Ghalie, M.D., with Justin J. File appointed as Acting CEO.
• Litecoin Treasury Strategy: In August 2025, the company implemented a Litecoin Treasury Strategy, focusing on digital asset infrastructure and long-term capital innovation, including potential Litecoin mining activities.
• PIPE Financing: In July 2025, the company closed a $100 million Private Investment in Private Equity (PIPE), issuing shares and pre-funded warrants to support its strategic initiatives.
• Termination of Cooperation Agreement: The cooperation agreement with Anson Funds Management LP and Cable Car Capital LLC was terminated in July 2025, following the closing of the PIPE offering.
• Merger Termination: The proposed merger with Infinity Pharmaceuticals, Inc. was terminated in July 2023 after failing to receive necessary stockholder approval.
• Zandelisib Development Discontinuation: The global development of zandelisib was discontinued following regulatory guidance, with all related clinical studies outside Japan closed.
• Future Outlook: The company is committed to long-term innovation in capital structure and financial technology, with plans to continue assessing pre-clinical activities and potential investigational research and development.

Strategic Initiatives

• Strategic Shift: Lite Strategy, Inc. implemented a significant strategic shift by transitioning from a pharmaceutical focus to a digital asset strategy, specifically through the acquisition of Litecoin tokens as part of their Litecoin Treasury Strategy. This move reflects a commitment to long-term innovation in capital structure and financial technology.
• Capital Management: The company raised $100 million through a Private Investment in Public Equity (PIPE) offering, issuing common stock and pre-funded warrants. This capital was used to support the Litecoin Treasury Strategy. Additionally, the company paid a cash dividend of $1.75 per share, totaling $11.7 million, as part of a cooperation agreement with Anson Funds Management LP and Cable Car Capital LLC. The company also terminated its lease agreement, resulting in a significant reduction in liabilities.
• Future Outlook: Lite Strategy, Inc. plans to continue its focus on digital asset management and financial technology innovation, with potential expansion into Litecoin mining activities. The company is also assessing the recommencement of pre-clinical development for its drug candidates, indicating a dual focus on digital assets and pharmaceutical research. The current cash balance is expected to fund operations for at least the next 12 months, with future capital requirements dependent on the scope of the Litecoin Treasury Strategy and other strategic initiatives.

Challenges and Risks

• Market and Regulatory Risks: The company faces significant risks related to its investment in Litecoin, a highly volatile asset. The price of Litecoin has fluctuated significantly, and future price declines could negatively impact the company's financial condition. Additionally, the introduction of central bank digital currencies (CBDCs) could reduce the demand for cryptocurrencies like Litecoin, further impacting the company's strategy.
• Regulatory Compliance: Changes in the classification of Litecoin as a security could subject the company to additional regulatory requirements under the Investment Company Act of 1940, leading to increased costs and operational changes.
• Cybersecurity Risks: The company is exposed to cybersecurity risks, particularly concerning the security of its Litecoin holdings. A breach or cyberattack could result in significant financial losses and reputational damage.
• Management Strategies: Management has identified the need to monitor regulatory developments closely and adjust its Litecoin holdings to avoid falling under the definition of an 'investment company.' The company plans to reduce its Litecoin holdings if necessary and may seek to acquire additional non-investment securities to maintain compliance.
• Market Risks: The company is exposed to market risks related to the volatility of Litecoin prices and potential regulatory changes. These factors could adversely affect the company's financial results and liquidity. The company also faces risks from potential economic downturns and disruptions in capital markets, which could limit its ability to raise additional capital or implement its Litecoin Treasury Strategy effectively.

SEC Filing: Lite Strategy, Inc. [ LITS ] - 10-K - Sep. 26, 2025