8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 5, 2021

Summit Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	001-36866	37-1979717
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
One Broadway, 14th Floor, Cambridge, MA		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617-514-7149

Not Applicable

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Common stock, $0.01 par value per share	SMMT	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On May 5, 2021, Summit Therapeutics Inc. (the “Company”) issued a press release advising the Company’s stockholders of the upcoming deadline on May 10, 2021 at 5:00 p.m. Eastern Daylight Time to subscribe for shares of the Company’s common stock, par value $0.01 (the “Common Stock”) in the Company’s previously announced rights offering. In addition, Mr. Robert W. Duggan, the Company’s Chairman, Chief Executive Officer, and majority shareholder, has advised the Board of Directors of the Company that, in addition to exercising all of his basic subscription rights, he will exercise his oversubscription rights to purchase all additional shares of Common Stock that remain unsubscribed at the expiration of the rights offering.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated May 5, 2021.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SUMMIT THERAPEUTICS INC.
Date: May 6, 2021	By:	/s/ Michael Donaldson
		Michael Donaldson
		Chief Financial Officer

EX-99.1

Exhibit 99.1

Summit Therapeutics Inc.

(‘We,’ ‘Summit,’ or the ‘Company’)

Summit Therapeutics’ Rights Offering Nearing Expiration Date; Robert W. Duggan Declares Intention to Fully Oversubscribe in the Rights Offering

Cambridge, MA, May 5, 2021 - Summit Therapeutics Inc. (NASDAQ: SMMT) today announced that it is nearing the previously-announced expiration date for its rights offering of 5:00 pm Eastern Daylight Time on May 10, 2021 (the “Expiration Date”). Importantly, for stockholders whose shares of our common stock are held in a brokerage account or are otherwise not registered directly with the Company, the deadline to exercise their subscription rights with their respective brokerage firms may be as soon as today, Wednesday May 5. Examples of brokerage firms with whom shareholders may have accounts include E*TRADE, Charles Schwab, and other personal, financial, or online brokers. Information regarding specific broker-related deadlines can be obtained directly from the broker.

As a reminder with respect to the rights offering, it is for up to 14,312,977 shares of the Company’s common stock, par value $0.01 (the “Shares,” and each, a “Share”) based on the Initial Price (as further defined below) with an aggregate offering value of up to $75,000,000. The subscription rights will expire and have no value if they are not exercised prior to the Expiration Date.

In addition, Mr. Robert W. Duggan, the Company’s Chairman, Chief Executive Officer, and majority shareholder, has advised the Board of Directors today that, in addition to exercising all of his basic subscription rights, he will exercise his oversubscription rights to purchase all additional Shares of common stock that remain unsubscribed at the expiration of the rights offering.

The subscription price per Share shall be equal to the lesser of (i) $5.24 per share (the “Initial Price”) or (ii) the volume weighted-average price of the Company’s common stock for the ten consecutive trading days through and including the Expiration Date (the “Alternate Price”). The subscription price per Share will determine the final number of Shares issuable, and subsequently the pro rata number of Shares to which Stockholders can subscribe.

A prospectus supplement relating to the offering was filed with the US Securities and Exchange Commission (the “SEC”) on April 21, 2021 and is available on the SEC’s website. Questions about the offering and requests for copies of the prospectus relating to the rights offering may be directed to Broadridge Corporate Issuers Solutions, Inc., the Company’s information and subscription agent for the rights offering, at the email address and telephone number provided at the end of this release.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor will there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The rights offering is made pursuant to the Company’s shelf registration statement on Form S-3, which became effective on October 15, 2020, and the prospectus supplement containing the detailed terms of the rights offering filed with the SEC. Any offer will be made only by means of a prospectus forming part of the registration statement.

Contact Summit Investor Relations:

Dave Gancarz

Vice President, Investor Relations & Corporate Strategy

david.gancarz@summitplc.com

General Inquiries:

investors@summitplc.com

Rights Offering Information and Subscription Agent:

Broadridge Corporate Issuer Solutions, Inc.

+1 855 793 5068

shareholder@broadridge.com

Summit Forward-looking Statements

Any statements in this press release about the Company’s future expectations, plans and prospects, including but not limited to, statements about the clinical and preclinical development of the Company’s product candidates, the therapeutic potential of the Company’s product candidates, the potential commercialization of the Company’s product candidates, the timing of initiation, completion and availability of data from clinical trials, the potential submission of applications for marketing approvals, the impact of the COVID-19 pandemic on the Company’s operations and clinical trials and other statements containing the words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "would," and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from ongoing and future clinical trials and the results of such trials, global public health crises, including the coronavirus COVID-19 outbreak, that may affect timing and status of our clinical trials and operations, whether preliminary results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials or preclinical studies will be indicative of the results of later clinical trials, expectations for regulatory approvals, laws and regulations affecting government contracts and funding awards, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements and other factors discussed in the "Risk Factors" section of filings that the Company makes with the Securities and Exchange Commission. Accordingly, readers should not place undue reliance on forward-looking statements or information. In addition, any forward-looking statements included in this press release represent the Company’s views only as of the date of this release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company specifically disclaims any obligation to update any forward-looking statements included in this press release.