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): October 7, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on October 7, 2021, the board of directors (the “Board”) of Summit Therapeutics Inc. (the “Company”) unanimously approved (i) the election of Kenneth A. Clark as a director of the Company and (ii) the appointment of Mr. Clark to serve on each of the Audit, Compensation, and Nominating and Corporate Governance Committees. Upon his appointment as a director, Mr. Clark received a grant of certain options to purchase shares of the Company’s common stock in accordance with the Company’s existing non-employee director compensation policies. In addition, in accordance with such policies, Mr. Clark will be entitled to an annual grant of options, a retainer and fees for committee service. The Company and Mr. Clark have also entered into the Company’s standard form of indemnification agreement for the Company’s directors and officers.

Mr. Clark has served as a director of Pulse Biosciences Inc. from November 2017 to October 2021. Mr. Clark has been a member of the law firm Wilson Sonsini Goodrich & Rosati, P.C. since 1993. His practice has focused on strategic transactions in the biopharmaceutical industry for over 25 years. Mr. Clark served on the board of directors of Pharmacyclics, Inc. from November 2012 through the acquisition by AbbVie in May 2015. He holds a B.A. degree from Vanderbilt University and a law degree from the University of Texas at Austin. The Board has determined that Mr. Clark qualifies as an independent director under applicable Nasdaq listing rules.

On October 7, 2021, Ramses Erdtmann resigned from the Board to pursue other professional opportunities. Mr. Erdtmann’s resignation was not due to any disagreement with the Company regarding the Company’s operations, policies or practices.

Item 8.01 Other Events.

On October 8, 2021, the Company issued a press release announcing the election of Mr. Clark to the Board. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated October 8, 2021.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Inline XBRL document)

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: October 8, 2021	By:	/s/ Robert W. Duggan
		Robert W. Duggan
		Chairman and Chief Executive Officer

EX-99.1

Exhibit 99.1

 

Summit Therapeutics Appoints Prominent Biotech Attorney and Advisor

Kenneth A. Clark to Its Board of Directors

Cambridge, Massachusetts – Summit Therapeutics Inc. (NASDAQ: SMMT) today announced that Kenneth A. Clark, JD, has been appointed to our Board of Directors, effective immediately. Mr. Clark is currently a partner at Wilson Sonsini Goodrich & Rosati (WSGR) based out of the firm’s Palo Alto, CA, office.

At WSGR, Ken advises biotech companies in strategic partnerships, mergers and acquisitions, and financing transactions, in addition to a range of other matters. He has previously served as a member of the boards of directors for multiple publicly traded companies, including Pulse BioSciences, Inc. and Pharmacyclics, Inc., in addition to serving two terms on WSGR’s Board of Directors. Ken received his undergraduate degree from Vanderbilt University and earned his juris doctorate from the University of Texas School of Law. 

“Ken’s strategic expertise, particularly with his vast experience as a leader and advisor in the biotech space, will provide immeasurable value to Summit as we continue to advance the particularly aggressive goals for our company,” said Robert W. Duggan, Chairman and Chief Executive Officer of Summit. “Ken’s extensive and unique expertise will help guide Team Summit’s world-class executives in carrying out our strategic objectives. Ken has over 35 years of experience across biotech companies large and small from pre-clinical to commercial entities: we are excited for Ken to join our efforts to make a positive, meaningful impact on the health of patients facing serious unmet medical needs.”

“Bob and I have known Ken for more than 15 years and have had the pleasure of working with him throughout this time, including two major transactions at Pharmacyclics. One received an award as the best partnership in 2011, and the other was Pharmacyclics’ $21B acquisition by AbbVie, one of the largest bio/pharma acquisitions of its kind. His knowledge and advice in the field are remarkable. We are proud to have him as a member of our Board going forward,” added Dr. Maky Zanganeh, Chief Operating Officer and a member of Summit’s Board of Directors. “As we have discussed, we have the goal of seeking to expand our pipeline product portfolio into additional therapeutic areas that target the cause or effect of the disease, while sparing the rest of the human body, and minimizing the trauma experienced by patients. Ken will serve as a trusted advisor in this process, and his vast experience will be an asset in our journey.”

“The mission of Summit to meaningfully improve the quality and potential duration of patients’ lives, while acting as an ally to physicians and the greater healthcare ecosystem, is one I admire and am excited to be a part of going forward,” stated Mr. Clark. “I look forward to again working with Bob and Maky, as well as some of the pre-eminent leaders at Team Summit, in building the company into an organization that achieves its first priority: making a positive impact on society by taking full responsibility for bringing medicinal therapies to patients suffering from unmet medical needs.”

In conjunction with Mr. Clark’s appointment, Ramses Erdtmann has agreed to make his Summit board seat available. “We would like to thank Ramses for his meaningful contributions to our board and Team Summit over the past two years. Ramses has provided very valuable counsel to the leadership of Team Summit and to me personally, and we are a better organization today as a result of his presence,” added Mr. Duggan. “We wish Ramses the best of success as he pursues his additional executive endeavors. We have no doubt he intends to make a great impact in the biopharmaceutical space.”

About Summit Therapeutics

The overriding objective of Summit Therapeutics is to create value for patients, hospital caregivers, and community-based healthcare providers, as well as healthcare payers around the world. We seek to create value by developing drugs with high therapeutic efficacy - curing the cause of the patient's condition with minimal or zero disease recurrence or antimicrobial resistance, for the longest extent possible - and minimizing the trauma caused to the patient and healthcare ecosystem by minimizing serious side effects, disease recurrence, and inaccessibility to our treatments as a result of financial or other barriers. Summit Therapeutics, empowered by its Discuva Platform, the Company’s innovative antibiotic discovery engine, and supported by BARDA and CARB-X funding, intends to be the leader in patient-friendly and paradigm-shifting treatments for infectious diseases and other significant unmet medical needs while being an ally to physicians. Our new mechanism pipeline product candidates are designed with the goal to become the patient-friendly, new-era standard of care, by working in harmony with the human microbiome to treat prospective patients suffering from infectious diseases, initially focusing on Clostridioides difficile infection (CDI). Currently, Summit’s lead product candidate, ridinilazole, is a novel, first-in-class drug engaged in a global Phase III trial program versus vancomycin, for use as first-line therapy for the treatment of initial and recurrent Clostridioides difficile infection, and to show superiority in sustained clinical response. Commercialization of ridinilazole is subject to regulatory approvals. SMT-738, the second candidate within Summit’s portfolio, is currently in the IND-enabling phase for the treatment of multidrug resistant infections, specifically those caused by carbapenem-resistant Enterobacteriaceae (CRE).

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For more information, please visit https://www.summittxinc.com and follow us on Twitter @summitplc. For more information on the Company’s Discuva Platform, please visit https://www.summittxinc.com/our-science/discuva-platform.

Contact Summit Investor Relations

Dave Gancarz

Head of Investor Relations & Corporate Strategy

david.gancarz@summitplc.com

General Inquiries:

investors@summitplc.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. Any change to our ongoing trials could cause delays, affect our future expenses, and add uncertainty to our commercialization efforts, as well as to affect the likelihood of the successful completion of clinical development of ridinilazole. 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.

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Cover [Abstract]
Document Type	8-K
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Document Period End Date	Oct. 07, 2021
Entity File Number	001-36866
Entity Registrant Name	Summit Therapeutics Inc.
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Entity Tax Identification Number	37-1979717
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Entity Address, Address Line One	One Broadway, 14th Floor
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
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Title of 12(b) Security	Common stock, $0.01 par value per share
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Entity Emerging Growth Company	false
Entity Information, Former Legal or Registered Name	Not Applicable