0000921895-20-002918.txt : 20201113 0000921895-20-002918.hdr.sgml : 20201113 20201112220201 ACCESSION NUMBER: 0000921895-20-002918 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20201111 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20201113 DATE AS OF CHANGE: 20201112 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Summit Therapeutics Inc. CENTRAL INDEX KEY: 0001599298 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36866 FILM NUMBER: 201308970 BUSINESS ADDRESS: STREET 1: ONE BROADWAY STREET 2: 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 BUSINESS PHONE: 617-514-7149 MAIL ADDRESS: STREET 1: ONE BROADWAY STREET 2: 14TH FLOOR CITY: CAMBRIDGE STATE: MA ZIP: 02142 FORMER COMPANY: FORMER CONFORMED NAME: Summit Therapeutics plc DATE OF NAME CHANGE: 20150219 FORMER COMPANY: FORMER CONFORMED NAME: Summit Corp plc DATE OF NAME CHANGE: 20140205 8-K 1 form8k12566001_11122020.htm

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 11, 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, 14^th 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.

On November 11, 2020, the Board of Directors (the “Board”) of Summit Therapeutics Inc. (the “Company”) elected Dr. Mahkam Zanganeh to serve as a member of the Board.

As previously reported, on November 6, 2020 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Mahkam Zanganeh Revocable Trust (the “Trust”) pursuant to which the Trust acquired 149,701 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for an aggregate purchase price of approximately $500,000 in a private placement. In connection with the foregoing transaction, the Company entered into a Registration Rights Agreement with the Trust and another investor, dated November 6, 2020, pursuant to which the Company agreed to prepare and file with the SEC a registration statement within 60 days that would register for resale all Registrable Securities (as defined in the Registration Rights Agreement). In accordance with the foregoing, subject to certain terms and conditions, the shares of Common Stock issued to the Trust pursuant to the Purchase Agreement shall become eligible for resale. As trustee of the Trust, Dr. Zanganeh may be deemed to beneficially own the securities of the Company owned by the Trust.

Until June 29, 2020, Maky Zanganeh & Associates, Inc. (“MZA”) had performed certain consultancy services for Summit Therapeutics plc (“Old Summit”) (the predecessor entity to the Company prior to the Company’s domestication as a Delaware corporation) in accordance with a Consulting Agreement by and between Old Summit and MZA (the “Consulting Agreement”), which was terminated on such date by mutual agreement in accordance with its terms. Pursuant to the Consulting Agreement, MZA received aggregate payments of approximately $450,000 and an allotment of warrants to purchase ordinary shares in Old Summit. The warrants granted to MZA were transferred to Dr. Zanganeh, other than a small number of warrants which were transferred to an employee of MZA. Dr. Zanganeh is the sole stockholder of MZA. Except as described herein, there are no transactions with the Company in which Dr. Zanganeh has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.

On November 12, 2020, Ventzislav Stefanov resigned from the Company both in his capacity as Executive Vice President of the Company and President of Discuva, and as a member of the Board. He will continue to work with the Company through mid-December 2020 to facilitate the transition of his responsibilities as an officer. His resignation was not due to any disagreement with the Company regarding the Company’s operations, policies or practices.

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: November 12, 2020	By:	/s/ Michael Donaldson
		Michael Donaldson
		Chief Financial Officer