6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of December 2019.

Commission File Number 001-36866

SUMMIT THERAPEUTICS PLC

(Translation of registrant’s name into English)

136a Eastern Avenue

Milton Park, Abingdon

Oxfordshire OX14 4SB

United Kingdom

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒             Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

On December 23, 2019, Summit Therapeutics plc (the “Company”) announced the results of the resolutions proposed at the Company’s previously announced general meeting of shareholders in connection with (i) the proposed fundraising consisting of (a) the proposed subscription (the “Subscription”) by Mr. Robert W. Duggan (the “Subscriber”) of an aggregate of 166,157,050 ordinary shares (the “Subscription Shares”) of the Company, par value £0.01 per share (the “Ordinary Shares”), and warrants to purchase an aggregate of 24,923,555 Ordinary Shares and (b) the separate proposed placing (the “Placing” and, together with the Subscription, the “Fundraising”) of 9,221,400 Ordinary Shares (the “Placing Shares”) and warrants to purchase an aggregate of 1,383,210 Ordinary Shares in aggregate to two investors in Europe, including the Company’s chief executive officer, Glyn Edwards and (ii) the proposed cancellation of the admission of the Ordinary Shares on AIM (the “AIM Delisting”). All of the resolutions were duly approved by the Company’s shareholders by way of a poll.

The Company also announced that the expected date of admission of the Subscription Shares and the Placing Shares to trading on AIM pursuant to Rule 6 of the AIM Rules for Companies as published from time to time by London Stock Exchange plc (such event, the “Admission”) has been changed from on or about December 30, 2019 to on or about December 24, 2019. As a result, the Subscription is expected to close on or about December 24, 2019, subject to the satisfaction of certain customary closing conditions and the following additional conditions: (i) Admission shall have occurred; (ii) Frank Armstrong, Leopoldo Zambeletti and David Wurzer shall have delivered to the Company executed resignation letters effective upon Admission; and (iii) the Company shall have delivered to the Subscriber and three additional proposed directors, Dr. Elaine Stracker, Dr. Ventzislav Stefanov and Manmeet Soni, executed appointment letters effective upon Admission.

The Placing is also expected to close on or about December 24, 2019, subject to the satisfaction of certain customary closing conditions and the following additional conditions: (i) the securities purchase agreement with the Subscriber dated December 6, 2019 shall not have lapsed or been terminated and shall have been completed in accordance with its terms, subject only to Admission; and (ii) Admission shall have occurred.

The Company’s shareholders duly approved the resolution that the admission of the Ordinary Shares to trading on AIM be cancelled. It is expected that trading of the Ordinary Shares on AIM will cease at 7:00 a.m. GMT on February 24, 2020. The Company’s American Depositary Shares (“ADSs”) will remain listed on the Nasdaq Stock Market (“Nasdaq”) and, accordingly, all public trading of securities in the Company will take place on Nasdaq following the AIM Delisting.

The full text of the related press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Form 6-K, including Exhibit 99.1 hereto, does not constitute an offer to sell, or a solicitation of offers to purchase or subscribe for, securities in the United States or in any other jurisdiction.

Forward-Looking Statements

Any statements in this Form 6-K about the Company’s future expectations, plans and prospects, including but not limited to, statements about whether or not the Company will consummate the Fundraising and the anticipated use of the proceeds from the Fundraising, the AIM Delisting, the trading markets for the Company’s Ordinary Shares and ADSs, the clinical and preclinical development of the Company’s product candidates, the therapeutic potential of the Company’s product candidates, the potential of the Discuva Platform, the potential commercialization of the Company’s product candidates, the sufficiency of the Company’s cash resources, the timing of initiation, completion and availability of data from

clinical trials, the potential submission of applications for marketing approvals 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, 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, 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, including the Company’s Annual Report on Form 20-F for the fiscal year ended 31 January 2019. Accordingly, readers should not place undue reliance on forward-looking statements or information. In addition, any forward-looking statements included in this Form 6-K represent the Company’s views only as of the date of this Report 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 Form 6-K.

This Form 6-K, including Exhibit 99.1 hereto, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-232074).

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release, dated December 23, 2019

SIGNATURES

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 PLC
Date: December 23, 2019	By:	/s/ Glyn Edwards
		Glyn Edwards
		Chief Executive Officer

EX-99.1

Exhibit 99.1

Summit Therapeutics plc

(“Summit Therapeutics” or the “Company”)

Result of General Meeting, Admission of Fundraising Shares and Directorate Changes

Oxford, UK, and Cambridge, MA, US, 23 December 2019—Summit Therapeutics (AIM: SUMM, NASDAQ: SMMT), a leader in antibiotic innovation, announces that at a general meeting of the Company held today in London, in connection with the proposed subscription and placing of new ordinary shares to raise approximately $50 million announced by the Company on 6 December 2019 (the “Fundraising”), all of the resolutions were duly approved by shareholders by way of a poll. Completion of the Fundraising is expected to occur on 24 December 2019.

As announced separately on 19 December 2019, application has been made for the 166,157,050 new ordinary shares issued in connection with the subscription and 9,221,400 new ordinary shares issued in connection with the placing, to be admitted to trading on AIM, on 24 December 2019 (“Admission”). Immediately following Admission, the Company will have a total of 335,873,208 ordinary shares in issue.

Upon completion of the Fundraising, the proposed restructured board of directors (the “Board”) will become effective. Specifically, Mr Robert W. Duggan, Mr Manmeet Soni, Dr Elaine Stracker and Dr Ventzislav Stefanov will join the Board as non-executive directors, and Dr Frank Armstrong, Mr Leopoldo Zambeletti and Mr David Wurzer are stepping down from the Board. Mr Glyn Edwards will take up his role of Chairman in addition to his existing role as Chief Executive Officer.

The cancellation of the Company’s ordinary shares to trading on AIM (“AIM Delisting”) is expected to be effective from 7.00 am on 24 February 2020. The Company’s American Depositary Shares (‘ADSs’) will remain listed on the Nasdaq Stock Market where one ADS is represented by five ordinary shares.

Full details of the General Meeting poll results are set out at the foot of this announcement. The poll results and details of proxy votes lodged before the meeting will also be available shortly on the Company’s website: www.summitplc.com.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014. The person responsible for arranging for the release of this announcement on behalf of the Company is Richard Pye, Vice President, Investor Relations and Corporate Affairs.

About Summit Therapeutics

Summit Therapeutics is a leader in antibiotic innovation. Our new mechanism antibiotics are designed to become the new standards of care for the benefit of patients and create value for payors and healthcare providers. We are currently developing new mechanism antibiotics to treat infections caused by C. difficile, N. gonorrhoeae and Enterobacteriaceae and are using our proprietary Discuva Platform to expand our pipeline. For more information, visit www.summitplc.com and follow us on Twitter @summitplc.

For more information, please contact:

Summit
Glyn Edwards / Richard Pye (UK office)	Tel:	44 (0)1235 443 951
Michelle Avery (US office)		+1 617 225 4455
Cairn Financial Advisers LLP (Nominated Adviser)	Tel:	+44 (0)20 7213 0880
Liam Murray / Tony Rawlinson / Ludovico Lazzaretti
N+1 Singer (Joint Broker)	Tel:	+44 (0)20 7496 3000
Aubrey Powell / George Tzimas, Corporate Finance Tom Salvesen, Corporate Broking
Bryan Garnier & Co Limited (Joint Broker)	Tel:	+44 (0)20 7332 2500
Phil Walker / Dominic Wilson
MSL Group (US)	Tel:	+1 781 684 6552
Erin Anthoine		summit@mslgroup.com
Consilium Strategic Communications (UK)	Tel:	+44 (0)20 3709 5700
Mary-Jane Elliott / Sue Stuart / Sukaina Virji / Lindsey Neville		summit@consilium-comms.com

Forward Looking Statements

Any statements in this press release about the Company’s future expectations, plans and prospects, including but not limited to, whether or not the Company will consummate the Fundraising, the restructuring of the board of directors, the AIM Delisting, the trading markets for the Company’s ordinary shares and ADSs, statements about the potential benefits and future operation of the BARDA or CARB-X contract, including any potential future payments thereunder, the clinical and preclinical development of the Company’s product candidates, the therapeutic potential of the Company’s product candidates, the potential of the Discuva Platform, the potential commercialisation of the Company’s product candidates, the sufficiency of the Company’s cash resources, the timing of initiation, completion and availability of data from clinical trials, the potential submission of applications for marketing approvals 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 risk that the Company’s shareholders do not approve the Fundraising and AIM Delisting, the risk that other closing conditions to the Fundraising are not satisfied, the ability of BARDA or CARB-X to terminate the Company’s contract for convenience at any time, the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from ongoing and future preclinical studies and clinical trials and the results of such preclinical studies and clinical trials, 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, 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, including the Company’s Annual Report on Form 20-F for the fiscal year ended 31 January 2019. 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.

Full details of the General Meeting poll results are as follows:

	Votes For		For (% of shares voted)			Votes Against		Against (% of shares voted)			Votes Withheld†
Resolution 1: To authorise the Directors to allot and issue securities		113,617,191		99.6	%		433,718		0.4	%		199,792
Resolution 2: To dis-apply pre-emption rights**		113,598,436		99.6	%		460,317		0.4	%		191,948
Resolution 3: To approve the waiver of Rule 9 of the Takeover Code‡		35,070,238		99.1	%		324,872		0.9	%		730,591
Resolution 4: To approve the cancellation of the admission of the Company’s ordinary shares to trading on the AIM market**		113,763,841		99.7	%		327,477		0.3	%		159,982

** Special resolution

‡ Only independent shareholders were entitled to vote on this resolution

^† A “Withheld” vote is not a vote in law and is not counted in the calculation of the votes “For” or “Against” a resolution

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