Current Report Filing (8-k)
January 27 2023 - 04:07PM
Edgar (US Regulatory)
0001599298FALSE00015992982023-01-272023-01-27
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):
January 27, 2023
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Summit Therapeutics Inc. |
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(Exact Name of Registrant as Specified in Its Charter) |
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Delaware |
001-36866 |
37-1979717 |
(State or Other Jurisdiction
of Incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
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2882 Sand Hill Road, Suite 106, Menlo Park, CA
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94025 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Registrant’s Telephone Number, Including Area Code:
617-514-7149
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Not applicable |
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(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)
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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))
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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:
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Title of Each Class |
Trading Symbol(s) |
Name of Each Exchange on Which Registered |
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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.
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In connection with Summit Therapeutics Inc.’s (the “Company”)
previously announced $500 million rights offering, which shall be
available to all holders of record of the Company’s common stock,
par value $0.01 (the “Common Stock”), the Company’s Board of
Directors has set the record date for the distribution of rights as
the close of market on February 6, 2023 (the “Record Date”). The
Company intends to distribute to all holders of Common Stock as of
the Record Date non-transferable subscription rights to purchase up
to 476,190,476 shares of Common Stock at a price per share equal to
the lesser of (i) $1.05 per share, or (ii) the volume
weighted-average price of the Common Stock for the five consecutive
trading days through and including the expiration date of the
offering, currently contemplated to be March 1, 2023. Assuming that
the rights offering is fully subscribed, the Company will receive
gross proceeds of up to $500 million, less expenses related to the
rights offering.
The Company filed a registration statement (including a prospectus)
on Form S-3 with the Securities and Exchange Commission (the "SEC")
on December 21, 2022, as amended on January 23, 2023, which has not
yet become effective. The registration statement covers, among
other things, the rights offering to which this communication
relates. Such securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes
effective. Before you invest, you should read the final prospectus
in that registration statement, together with any prospectus
supplement, that we will file prior to commencing any rights
offering, and the documents incorporated by reference in the
prospectus (or any prospectus supplement), as well as the other
documents the Company has filed with the SEC for more complete
information about the Company and the rights offering. You may get
these documents for free by visiting EDGAR on the SEC’s website at
www.sec.gov.
This communication does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor will there be
any sale of these securities in any state or other jurisdiction in
which such offer, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
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Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit Number
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Description |
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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, hereunto duly
authorized.
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SUMMIT THERAPEUTICS INC. |
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Date: January 27, 2023 |
By: |
/s/ Ankur Dhingra |
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Chief Financial Officer |
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(Principal Financial Officer) |
Summit Therapeutics (NASDAQ:SMMT)
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Summit Therapeutics (NASDAQ:SMMT)
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