8-K

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): June 1, 2022

Summit Therapeutics Inc.
(Exact Name of Registrant as Specified in Its Charter)
Delaware	001-36866	37-1979717
(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on May 31, 2022, the board of directors (the “Board”) of Summit Therapeutics Inc. (the “Company”) appointed Ankur Dhingra to serve as Chief Financial Officer and Principal Accounting Officer of the Company. Mr. Dhingra will replace Robert W. Duggan, who was acting as the Company’s interim principal financial officer since the departure of Michael Donaldson as Chief Financial Officer on July 2, 2021. Mr. Duggan will remain in his position as Chief Executive Officer.

In connection with Mr. Dhingra’s appointment, he: (i) will receive annual base compensation of $450,000; (ii) will be eligible to receive a performance bonus in an amount up to 50% of his annual base compensation; and (iii) was granted a non-qualified option to purchase up to 600,000 shares of the Company’s common stock, par value $0.01 per share, at a strike price equal to the closing sale price on the date of grant, which options shall have a ten-year term and shall vest in four equal annual installments with the first such installment occurring on May 31, 2023 (the one-year anniversary of the grant date), subject to the terms and conditions of the applicable grant agreement. At this time, the Company does not have any written employment agreements or other formal compensation agreements with Mr. Dhingra.

Mr. Dhingra, age 46, served as Chief Financial Officer at CareDx, a company focused on transplant patient journey, from March 25, 2021 through May 25, 2022. In his role at CareDx, Mr. Dhingra was responsible for finance, information technology and market access functions. Prior to CareDx, Mr. Dhingra spent 18 years at Agilent Technologies (“Agilent”) in various finance and business management roles. From January 2019 through March 2021, he was Vice President of Investor Relations and prior to that, Mr. Dhingra served as Group CFO for Agilent’s Life Sciences and Applied Markets business. Mr. Dhingra has demonstrated a track record of success scaling businesses by executing and influencing growth-oriented business strategies, expanding margins and deploying M&A policies. He has extensive experience managing global teams of finance and accounting professionals.

There is no arrangement or understanding between Mr. Dhingra and any other person pursuant to which he was appointed as an officer of the Company. There are no family relationships between Mr. Dhingra and any director or executive officer of the Company. Mr. Dhingra does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release related to the matters set forth herein is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, dated June 1, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 1, 2022	By:	/s/ Robert William Duggan
		Chief Executive Officer and Executive Chairman

EX-99.1

Summit Therapeutics Appoints Ankur Dhingra as Chief Financial Officer

Cambridge, Massachusetts, June 1, 2022 – Summit Therapeutics Inc. (NASDAQ: SMMT) today announced that Ankur Dhingra has been appointed as Chief Financial Officer, effective immediately.

“We are in a pivotal time for Team Summit as we seek to expand our portfolio of pipeline assets through potential collaborations and possible acquisitions,” said Robert W. Duggan, Chairman and Chief Executive Officer of Summit. “Ankur’s leadership and experience will be critical in ensuring the financial viability and excellence of our organization. Ankur’s wealth of knowledge across all aspects of finance will add substantial value to our organization as we take the next step in seeking to make a significant difference for the betterment of overall human health. We are truly pleased to welcome Ankur to Team Summit.”

Mr. Dhingra most recently served as the CFO of CAREDx, Inc. (NASDAQ: CDNA), and has over 20 years of experience in finance across life sciences and technology. In his role at CAREDx, Mr. Dhingra was responsible for all finance functions in addition to market access and information technology. Prior to his time at CAREDx, Mr. Dhingra spent over 15 years at Agilent Technologies holding positions of increasing responsibility across its finance organization, including serving in multiple business unit CFO roles. Mr. Dhingra has demonstrated a track record of success scaling businesses by executing and influencing growth-oriented business strategies. He has extensive experience managing global teams of finance and accounting professionals. Mr. Dhingra is a member of the Institute of Chartered Accountants of India.

“I am excited to join Team Summit and its impressive leadership team,” stated Mr. Dhingra. “Summit’s mission to develop, gain approval, and commercialize its medicinal therapies – whether through discovery or business development opportunities – in order to meaningfully improve the quality and potential duration of patients’ lives is truly inspirational. I look forward to the opportunity to help build and scale a superior business that seeks to optimize human health.”

In addition to managing Summit’s Finance function, Mr. Dhingra will also be responsible for the Information Technology and Human Resources functions.

Summit Therapeutics’ Mission Statement

To build a viable, long-lasting health care organization that assumes full responsibility for designing, developing, trial execution and enrollment, regulatory submission and approval, and successful commercialization of patient, physician, caregiver, and societal-friendly medicinal therapy intended to: improve quality of life, increase potential duration of life, and resolve serious medical healthcare needs. To identify and control promising product candidates based on exceptional scientific development and administrational expertise, develop our products in a rapid, cost-efficient manner, and to engage commercialization and/or development partners when appropriate.

We accomplish this by building a team of world class professional scientists and business administrators that apply their experience and knowledge to this mission. Team Summit exists to pose, strategize, and execute a path forward in medicinal therapeutic health care that places Summit in a well-deserved, top market share, leadership position. Team Summit assumes full responsibility for stimulating continuous expansion of knowledge, ability, capability, and well-being for all involved stakeholders and highly-valued shareholders.

About Summit Therapeutics

Summit was founded in 2003 and our shares are listed on the Nasdaq Global Market (symbol ‘SMMT’). We are headquartered in Cambridge, Massachusetts, and we have additional offices in Oxford, UK, Cambridge, UK, and Menlo Park, California.

1

For more information, please visit https://www.summittxinc.com and follow us on Twitter @summitplc.

Contact Summit Investor Relations:

Dave Gancarz

Head of Stakeholder Relations & Corporate Strategy

david.gancarz@summitplc.com

General Inquiries:

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 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, the impact of the COVID-19 pandemic on the Company’s operations and clinical trials, potential acquisitions 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 results of our evaluation of the underlying data in connection with the topline results of our Phase III Ri-CoDIFy study evaluating ridinilazole, the outcome of discussions with regulatory authorities, including the Food and Drug Administration, the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from ongoing and future clinical trials, the results of such trials, and their success, and global public health crises, including the coronavirus COVID-19 outbreak, that may affect timing and status of our clinical trials and operations, 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 later clinical trials, whether business development opportunities to expand the Company’s pipeline of drug candidates, including without limitation, through potential acquisitions of, and/or collaborations with, other entities occur, 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. Any change to our ongoing trials could cause delays, affect our future expenses, and add uncertainty to our commercialization efforts, as well as to affect the likelihood of the successful completion of clinical development of ridinilazole. 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.

2

XML

Cover	Jun. 01, 2022
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 01, 2022
Entity Registrant Name	Summit Therapeutics Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36866
Entity Tax Identification Number	37-1979717
Entity Address, Address Line One	One Broadway, 14th Floor
Entity Address, City or Town	Cambridge
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02142
City Area Code	617
Local Phone Number	514-7149
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	SMMT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001599298
Amendment Flag	false