SC 13D/A 1 sc13da212566001_11102020.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 2)¹

Summit Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

86627T108

(CUSIP Number)

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 6, 2020

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 86627T108

NAME OF REPORTING PERSON

ROBERT W. DUGGAN

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐

(b) ☐

SEC USE ONLY

SOURCE OF FUNDS

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)

☐

CITIZENSHIP OR PLACE OF ORGANIZATION

U.S.A.

NUMBER OF

SOLE VOTING POWER

BENEFICIALLY

60,281,588*

OWNED BY

SHARED VOTING POWER

EACH

REPORTING

- 0 -

PERSON WITH

SOLE DISPOSITIVE POWER

60,281,588*

SHARED DISPOSITIVE POWER

- 0 -

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

60,281,588*

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

☐

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

69.94%*

TYPE OF REPORTING PERSON

* The 60,281,588 shares of Common Stock beneficially owned consist of (i) 42,224,677 shares of Common Stock, (ii) 14,071,856 shares of Common Stock, representing the number of shares of Common Stock the Reporting Person purchased pursuant to the Purchase Agreement (as defined below) and (iii) includes the exercise of warrants to buy 3,985,055 shares of Common Stock, which are exercisable until December 24, 2029.

CUSIP No. 86627T108

The following constitutes the Schedule 13D/A filed by the undersigned (as amended hereby, the “Schedule 13D”).

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended to add the following:

The Reporting Person paid approximately $47 million in consideration to the Issuer pursuant to the Purchase Agreement (as defined below) in exchange for 14,071,856 shares of Common Stock placed by the Issuer with the Reporting Person in its sole discretion. The Reporting Person paid such consideration using personal funds.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On November 6, 2020, the Reporting Person purchased 14,071,856 shares of Common Stock at a price of $3.34 per share, for an aggregate purchase price of approximately $47 million, following receipt of notice from the Issuer requiring the purchase of such shares pursuant to the Purchase Agreement.

Item 5.

Interests in Securities of the Issuer.

Items 5(a)-(c) are hereby amended and restated to read as follows:

Mr. Duggan

(a)

As of the close of business on November 6, 2020, through the holding of (i) 56,296,533 shares of Common Stock and (ii) warrants to purchase 3,985,055 shares of Common Stock, the Reporting Person beneficially owned 60,281,588 shares of Common Stock (the “Shares”). Shares held by the Reporting Person include shares held in his retirement accounts.

Percentage: Approximately 69.94%.

(b)

1. Sole power to vote or direct: 60,281,588
2. Shared power to vote or direct: 0
3. Sole power to dispose of or direct the disposition of: 60,281,588
4. Shared power to dispose of or direct the disposition of: 0

(c)

The transactions in the Shares by the Reporting Person during the past sixty days are set forth in Schedule A and are incorporated herein by reference.

CUSIP No. 86627T108

Item 6.

Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

The foregoing disclosure set forth in Item 4 of this Schedule 13D/A is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

99.1

Securities Purchase Agreement, dated October 2, 2020, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed on October 5, 2020).

CUSIP No. 86627T108

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: November 9, 2020



	/s/ Robert W. Duggan
	Robert W. Duggan

CUSIP No. 86627T108

SCHEDULE A

Transactions in the Shares During the Past Sixty Days

Type of Security

Securities
Purchased / (Sold)

Price Per
Share($)

Date of
Purchase / Sale

ROBERT W. DUGGAN

Common Stock¹	42,224,677		09/18/20
Common Stock²	14,071,856	$3.34	11/06/20
Warrants to purchase Common Stock^1*	3,985,055		09/18/20

¹ Represents all securities of the Issuer issued to the Reporting Person in the Redomicile in exchange for all of his equity interests in Old Summit.

² Represents shares of Common Stock purchased by the Reporting Person pursuant to the Purchase Agreement.

^* Represents shares of Common Stock issuable pursuant to the warrants. The warrants are exerciseable until December 24, 2029 at a price of $1.58 per share of Common Stock.