Current Report Filing (8-k)
November 06 2020 - 3:15PM
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):
November 6, 2020
Summit Therapeutics Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-36866
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Pending
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Broadway, 14th Floor, Cambridge, MA
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including
Area Code: 617-514-7149
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common stock, $0.01 par value per share
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SMMT
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The Nasdaq Stock Market LLC
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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. ☒
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Item 1.01
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Entry into a Material Definitive Agreement.
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On November 6, 2020, Summit Therapeutics Inc.
(the “Company”) entered into Securities Purchase Agreements (the “Investor Purchase Agreements”) with each
of Polar Capital Funds plc – Biotechnology Fund and Mahkam Zanganeh Revocable Trust (each an “Investor” and together
the “Investors”). Pursuant to the Investor Purchase Agreements, the Company issued and sold to the Investors 898,204
shares in the aggregate 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. The purchase price per share of Common Stock represents the Nasdaq closing price per share
of Common Stock immediately preceding the entry into that certain Securities Purchase Agreement dated as of October 2, 2020 (the
“Duggan SPA”), by and between the Company and Robert W. Duggan, whereby the Company agreed to issue and sell to Mr.
Duggan certain shares of Common Stock subject to certain terms and conditions. The Duggan SPA and the Investor Purchase Agreements
provide for substantially similar terms for the issuance and sale of Common Stock, excepting the existence in the Duggan SPA of
an executory period and the ability for the Company to reduce the number of shares to place with Mr. Duggan and to instead place
with additional investors for purchase in the Company’s sole discretion (subject to certain terms and conditions). The Company
exercised this right by placing the shares with the Investors as described above.
In connection with the entry into and closing
of the Investor Purchase Agreements, on November 6, 2020, the Company entered into a Registration Rights Agreement with the Investors,
whereby the Company has agreed to file a registration statement registering for resale the shares issued pursuant to the Investor
Purchase Agreements within 60 days of the closing, subject to certain customary terms and conditions (the “Registration Rights
Agreement”).
The foregoing description of the Investor Purchase
Agreements and the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the Investor Purchase Agreements and the Registration Rights Agreement, filed as Exhibits 10.1, 10.2 and 10.3
respectively to this Current Report on Form 8-K and incorporated herein by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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As previously reported on a Current Report on
Form 8-K, the Company agreed to issue and sell to Mr. Duggan up to 14,970,060 shares of Common Stock in a private placement at
price per share of $3.34, for a purchase price of up to $50 million.
The closing occurred on November 6, 2020 (the
“Closing”) pursuant to the terms of the Duggan SPA and the Investor Purchase Agreements, whereby the Company issued
and sold to (i) Mr. Duggan 14,071,856 shares of the Company’s Common Stock pursuant to the Duggan SPA and (ii) the Investors
898,204 shares in the aggregate of the Company’s Common Stock pursuant to the Investor Purchase Agreements, in each case
at a price of $3.34 per share of Common Stock, for an aggregate purchase price of $50 million (the “Private
Placement”).
The Common Stock was offered and sold in the
Private Placement pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933
and Rule 506 of Regulation D promulgated thereunder. Mr. Duggan and each Investor are accredited investors and purchased the securities
as an investment in a private placement that did not involve a general solicitation.
The foregoing description of the Investor Purchase
Agreements and the Duggan SPA does not purport to be complete and is qualified in its entirety by reference to the full text of
the Investor Purchase Agreements, filed as Exhibits 10.1 and 10.2 hereto, and the Duggan SPA which was filed as Exhibit 10.1 to
our Current Report on Form 8-K with the Securities and Exchange Commission on October 5, 2020, each of which are incorporated herein
by reference.
On November 6, 2020, the Company issued a press
release announcing the closing of the Private Placement. 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.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number
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Description
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10.1
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Securities Purchase Agreement, dated November 6, 2020, by and between Summit Therapeutics Inc. and Polar Capital Funds plc – Biotechnology Fund.**
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10.2
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Securities Purchase Agreement, dated November 6, 2020, by and between Summit Therapeutics Inc. and Mahkam Zanganeh Revocable Trust.**
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10.3
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Registration Rights Agreement, dated November 6, 2020, by and between Summit Therapeutics Inc., Polar Capital Funds plc – Biotechnology Fund and Mahkam Zanganeh Revocable Trust.
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10.4*
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Securities Purchase Agreement, dated October 2, 2020, by and between Summit Therapeutics Inc. and Robert W. Duggan (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 5, 2020)
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99.1
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Press Release, dated November 6, 2020.
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* Previously filed.
** Exhibits to each Investor 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
Securities and Exchange Commission upon its request.
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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.
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SUMMIT THERAPEUTICS INC.
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Date: November 6, 2020
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By:
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/s/ Michael Donaldson
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Michael Donaldson
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Chief Financial Officer
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