Amended Statement of Beneficial Ownership (sc 13d/a)
May 14 2021 - 3:28PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
Summit Therapeutics Inc.
(Name
of Issuer)
Common Stock,
par value $0.01 per share
(Title of Class of Securities)
86627T108
(CUSIP Number)
ADAM W. FINERMAN,
ESQ.
OLSHAN FROME
WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
May 12, 2021
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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ROBERT W. DUGGAN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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71,647,509*
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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71,647,509*
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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71,647,509*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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70.78%*
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14
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TYPE OF REPORTING PERSON
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IN
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* The 71,647,509 shares of Common Stock beneficially
owned consist of (i) 56,296,533 shares of Common Stock, (ii) 11,365,921 shares of Common Stock, representing the number of shares of Common
Stock the Reporting Person purchased in the Issuer’s rights offering and (iii) includes the exercise of warrants to buy 3,985,055
shares of Common Stock, which are exercisable until December 24, 2029.
The following constitutes
the Schedule 13D/A filed by the undersigned (as amended hereby, the “Schedule 13D”).
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
to add the following:
The Reporting Person paid
approximately $59,557,426 in exchange for 11,365,921 shares of Common Stock issued by the Issuer in the rights offering. The Reporting
Person paid such consideration using personal funds.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
The Issuer commenced a rights
offering on April 21, 2021 to raise proceeds of approximately $75 million. The Reporting Person subscribed for his full basic subscription
rights and oversubscription rights available in the rights offering, purchasing shares of Common Stock of the Issuer at a price of $5.24
per share on the same terms as those available to all holders of the Issuer’s Common Stock who received subscription rights in the
rights offering.
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Item 5.
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Interests in Securities of the Issuer.
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Items 5(a)-(c) are hereby
amended and restated to read as follows:
The aggregate percentage
of Common Stock reported owned by the Reporting Person is based on 97,244,567 shares of Common Stock outstanding as of May 12, 2021, which
is the total number of shares of Common Stock disclosed by the Issuer in the Issuer’s Current Report on Form 8-K, filed with the
Securities and Exchange Commission on May 13, 2021.
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(a)
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As of the close of business on May 12, 2021, through the holding of (i) 67,662,454 shares of Common Stock
and (ii) warrants to purchase 3,985,055 shares of Common Stock, the Reporting Person beneficially owns 71,647,509 shares of Common Stock
(the “Shares”). Shares held by the Reporting Person include shares held in his retirement accounts.
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Percentage: Approximately
70.78%.
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(b)
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1. Sole power to vote or direct: 71,647,509
2. Shared power to vote or direct: 0
3. Sole power to dispose of or direct the disposition of: 71,647,509
4. Shared power to dispose of or direct the disposition of: 0
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(c)
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The transactions in the Shares by the Reporting Person during the past sixty days are set forth in Schedule
A and are incorporated herein by reference.
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Item 6.
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Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
Pursuant to its terms, upon
consummation of the Issuer’s rights offering, all principal and interest accrued on the Promissory Note issued by the Issuer to
the Reporting Person on April 20, 2021 was repaid with proceeds from the Issuer’s rights offering.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete
and correct.
Dated: May 13, 2021
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/s/ Robert W. Duggan
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Robert W. Duggan
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SCHEDULE A
Transactions in the Shares During the Past
Sixty Days
Type of Security
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Securities
Purchased / (Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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ROBERT W. DUGGAN
Common Stock
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11,365,921
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5.24
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05/12/21
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