Current Report Filing (8-k)
October 05 2020 - 7:31AM
Edgar (US Regulatory)
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 2, 2020
Summit Therapeutics Inc.
|
(Exact Name of Registrant as Specified in Its Charter)
|
|
|
|
Delaware
|
001-36866
|
Pending
|
(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 1.01
|
Entry into a Material Definitive Agreement.
|
On October 2, 2020, Summit Therapeutics Inc.
(the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Company’s
Chief Executive Officer and Executive Chairman, Robert W. Duggan (the “Investor”). The Purchase Agreement provides
the Company the ability to issue and sell to the Investor up to 14,970,060 shares of the Company’s common stock, par value
$0.01 per share (the “Common Stock”) in a private placement at price per share of $3.34, for a purchase price of up
to approximately $50 million. The purchase price per share of Common Stock represents the Nasdaq closing price per share of Common
Stock immediately preceding the entry into the Purchase Agreement. The Purchase Agreement also affords the Company the flexibility
to issue and sell fewer than the maximum shares of Common Stock to the Investor, in the Company’s discretion, provided that
no less than 9,730,539 shares of Common Stock shall be sold to the Investor thereunder. The Purchase Agreement contemplates that
the Company may engage prior to the closing with third parties who may have an interest in making an investment in the Company
on similar terms as those set forth in the Purchase Agreement.
The Purchase Agreement contains customary representations,
warranties, covenants and closing conditions. The Company expects to effect the closing and the issuance of Common Stock to the
Investor pursuant the Purchase Agreement in about two weeks’ time. On the date that is two business days before the intended
closing, the Company shall issue a notice to the Investor stipulating the number of shares of Common Stock that the Investor is
obligated to purchase in accordance with the Purchase Agreement.
The securities issued to the Investor at the
closing and any securities issued to third parties on similar terms on or around such date will not be registered under the Securities
and Exchange Act of 1933, as amended, and may not be offered or sold absent registration or an applicable exemption from registration
requirements.
The foregoing description of the Purchase Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which
is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
|
Item 9.01
|
Financial Statements and Exhibits.
|
(d) Exhibits
* Exhibits to the Purchase Agreement have been omitted pursuant
to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish a copy of all omitted Exhibits to the SEC upon its request.
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 5, 2020
|
By:
|
/s/ Michael Donaldson
|
|
|
Michael Donaldson
|
|
|
Chief Financial Officer
|
Summit Therapeutics (NASDAQ:SMMT)
Historical Stock Chart
From Jun 2024 to Jul 2024
Summit Therapeutics (NASDAQ:SMMT)
Historical Stock Chart
From Jul 2023 to Jul 2024