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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2020.
Commission File Number 001-36866
SUMMIT THERAPEUTICS PLC
(Translation of registrant’s name into English)
136a Eastern Avenue
Milton Park, Abingdon
Oxfordshire OX14 4SB
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 ☒ 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): ☐
On September 17, 2020, Summit Therapeutics plc (the “Company”) issued a press release announcing that the High Court of Justice in England and Wales has sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006. The Scheme is expected to become effective, and therefore complete, on September 18, 2020. The full text of the related press release is attached hereto as Exhibit 99.1.
This Report on Form 6-K, including Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-232074).
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 | ||||||
| Date: September 17, 2020 | By: | /s/ Robert W. Duggan | ||||
| Robert W. Duggan Chief Executive Officer | ||||||
Exhibit 99.1
Summit Therapeutics plc
(“Summit” or the “Company”)
Summit Therapeutics Announces U.K. Court Approval of Scheme; Expects to Complete Redomiciliation to Delaware, USA as of September 18, 2020.
Oxford, UK, and Cambridge, MA, US, September 17, 2020 – Summit Therapeutics plc (NASDAQ: SMMT) led by billionaire investor Robert W. Duggan as Executive Chairman, Chief Executive Officer and majority shareholder is pleased to announce that as of September 18, 2020 it expects to complete its redomiciliation to Delaware, USA. Mr Duggan and the Summit Board of Directors extend their appreciation to the High Court of Justice in England and Wales, which sanctioned on September 16, 2020 the scheme of arrangements under Part 26 of the Companies Act of 2006 (the “Scheme”) pursuant to which Summit Therapeutics Inc. will become the new Delaware, USA incorporated holding company of Summit Therapeutics plc and its subsidiaries. The Scheme is expected to become effective, and therefore complete, on September 18, 2020.
Subject to the effectiveness of the Scheme, it is expected that the last day of trading in Summit Therapeutics plc American Depositary Shares on the Nasdaq Global Market will be on September 18, 2020 and the common stock of Summit Therapeutics Inc. is expected to begin trading on the Nasdaq Global Market under the ticker symbol “SMMT” on September 21, 2020. Since the ratio at which ordinary shares of Summit Therapeutics plc will be exchanged for shares of common stock of Summit Therapeutics Inc. is equal to the ratio of its ordinary shares to the American Depositary Shares, no adjustment to the Nasdaq trading price will be made in connection with the listing of the common stock of Summit Therapeutics Inc.
About Summit Therapeutics
Summit Therapeutics, empowered by its Discuva Platform, the Company’s innovative antibiotic discovery engine, led by Dr. Ventzislav Stefanov and supported by BARDA and Carb-X funding, intends to be the leader in patient and physician friendly paradigm shifting antibiotic innovation. Our new mechanism antibiotics are designed to become the patient-friendly, new era standard-of-care, by working in harmony with the human microbiome to treat prospective patients suffering from infectious disease, initially focussing on Clostridioides difficile infections (CDI) which is estimated to impact over 3 million patients
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worldwide annually. Commercialization of ridinilazole for the treatment of CDI is subject to regulatory approvals. The overriding objective of Summit Therapeutics is to create value for patients, hospital infectious disease care givers, community based infectious disease healthcare providers, as well as healthcare payors around the world. Currently, Summit’s lead product ridinilazole is engaged in two global phase III trials, Ri-CoDIFy 1 & 2, each enrolling 680 patient’s vs standard of care (Vancomycin) for the treatment of C. difficile infections.
Summit’s vision and mission is to extend our pipeline through the development of new mechanism, narrow spectrum, microbiome sparing antibiotics targeting C. difficile, Gram-negative Enterobacteriaceae such as Escherichia coli and Klebsiella pneumoniae and other bacterial infections with high unmet medical need.
For more information, visit www.summitplc.com and follow us on Twitter @summitplc. For more information on the Company’s Discuva Platform, visit https://www.summitplc.com/our-science/discuva-platform.
| Contacts Summit Press Office | investors@summitplc.com |
Summit Forward-looking Statements
Any statements in this press release about the Company’s future expectations, plans and prospects, including but not limited to, statements about the proposed redomiciliation, clinical and preclinical development of the Company’s product candidates, the therapeutic potential of the Company’s product candidates, the potential commercialization of the Company’s product candidates, the timing of initiation, completion and availability of data from clinical trials, the potential submission of applications for marketing approvals and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from ongoing and future clinical trials and the results of such trials, whether preliminary results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials or preclinical studies will be indicative of the results of
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later clinical trials, expectations for regulatory approvals, laws and regulations affecting government contracts and funding awards, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements and other factors discussed in the “Risk Factors” section of filings that the Company makes with the Securities and Exchange Commission, including the Company’s Transition Report on Form 20-F for the eleven months ended December 31, 2019. Accordingly, readers should not place undue reliance on forward-looking statements or information. In addition, any forward-looking statements included in this press release represent the Company’s views only as of the date of this release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company specifically disclaims any obligation to update any forward-looking statements included in this press release.
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