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 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2015

Commission File Number 001-36866

 

 

SUMMIT THERAPEUTICS PLC

(Translation of registrant’s name into English)

 

 

85b Park Drive

Milton Park, Abingdon

Oxfordshire OX14 4RY

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  x            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):  ¨

Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934:

YES  ¨            NO   x

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):            

 

 

 


On June 17, 2015, Summit Therapeutics plc (the “Company”) issued a press release announcing that it had granted share options to certain executive and non-executive directors, officers and other members of the Company under its Share Option Plan. The press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

On June 17, 2015, the Company announced details of purchases of the Company’s American Depositary Shares (“ADSs”) by Dr Frank Armstrong, Non-Executive Chairman of the Company. The press release is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information contained in Exhibits 99.1 and 99.2 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

2


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
By:

 /s/ Erik Ostrowski

Erik Ostrowski
Chief Financial Officer

Date: June 17, 2015


EXHIBIT INDEX

 

Exhibit Number

  

Description

99.1    Press Release dated June 17, 2015 regarding award of share options
99.2    Press Release dated June 17, 2015 regarding ADS purchases


Exhibit 99.1

 

LOGO

Summit Therapeutics plc

(“Summit” or the “Company”)

AWARD OF SHARE OPTIONS

Oxford, UK, 17 June 2015 – Summit Therapeutics plc (AIM: SUMM, NASDAQ: SMMT), the drug discovery and development company advancing therapies for Duchenne muscular dystrophy and C. difficile infection, announces that on 16 June 2015 it granted Share Options over 2,422,333 ordinary shares of 1p nominal value (‘Shares’) to Executive and Non-Executive Directors and Officers, and other members of the Company under the existing Company Share Option Plan at an exercise price of 143 pence per Share (being the mid-market closing price of a Summit ordinary share on 15 June 2015).

The details of the award to Executive and Non-Executive Directors and Officers are as follows:

 

Name

   Position    Number of
Options Granted
     Exercise
Price
 

Glyn Edwards

   Chief Executive Officer      887,333         143 pence   

Erik Ostrowski

   Chief Financial Officer      400,000         143 pence   

Frank Armstrong

   Non-Executive Chairman      50,000         143 pence   

Barry Price

   Non-Executive Director      25,000         143 pence   

Stephen Davies

   Non-Executive Director      25,000         143 pence   

Leopoldo Zambeletti

   Non-Executive Director      25,000         143 pence   

Valerie Andrews

   Non-Executive Director      25,000         143 pence   

David Wurzer

   Non-Executive Director      25,000         143 pence   

All the options will vest fully on 16 June 2018 subject to the average closing ordinary share price being equal to or greater than 214.5 pence in any period of 30 consecutive calendar days ending on or before that date. The options will lapse if this performance condition is not met by 16 June 2018.

This share option award forms an important part of the strategy to retain and motivate people who will be key to the success of the Company. The Board believes this award is aligned with the interests of all shareholders as the Company seeks to generate long-term shareholder value.

Post these grants the Executive and Non-Executive Directors and Officers hold the following options in aggregate:

 

Name

   Position    Total Number of
Options held
     % of issued
share capital
 

Glyn Edwards

   Chief Executive Officer      2,744,216         4.50

Erik Ostrowski

   Chief Financial Officer      800,000         1.31

Frank Armstrong

   Non-Executive Chairman      162,500         0.27

Barry Price

   Non-Executive Director      81,481         0.13

Stephen Davies

   Non-Executive Director      67,500         0.11

Leopoldo Zambeletti

   Non-Executive Director      50,000         0.08

Valerie Andrews

   Non-Executive Director      50,000         0.08

David Wurzer

   Non-Executive Director      25,000         0.04

- END -

For more information, please contact:

 

Summit Therapeutics

Richard Pye (UK office)

Erik Ostrowski (US office)

  

 

Tel: +44 (0)1235 443 951

       +1 617 294 6607

Cairn Financial Advisers LLP

(Nominated Adviser)

Liam Murray / Tony Rawlinson

  

 

Tel: +44 (0)20 7148 7900



Exhibit 99.2

 

LOGO

Summit Therapeutics plc

(“Summit” or the “Company”)

DIRECTOR SHARE DEALING

Oxford, UK, 17 June 2015 – Summit Therapeutics plc (AIM: SUMM, NASDAQ: SMMT), the drug discovery and development company advancing therapies for Duchenne muscular dystrophy and C. difficile infection, announces that the Company has been notified that Dr Frank Armstrong, Non-Executive Chairman of the Company, has on 16 June 2015 bought 850 American Depositary Shares (‘ADSs’) of Summit at an average price of $11.70 per ADS.

Following this notification Dr Armstrong’s beneficial interest in Summit Shares is 10,192 ordinary shares of 1 pence nominal value and 850 ADSs, representing approximately 0.02% of the Company’s current issued share capital. The ADSs were acquired on the NASDAQ Global Market.

This notification relates to disclosures made in accordance with Rule 17 Schedule 5 of the AIM Rules.

- END -

For more information, please contact:

 

Summit Therapeutics

Richard Pye (UK office)

Erik Ostrowski (US office)

Tel: +44 (0)1235 443 951

       +1 617 294 6607

Cairn Financial Advisers LLP

(Nominated Adviser)

Liam Murray / Tony Rawlinson

Tel: +44 (0)20 7148 7900

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