Current Report Filing (8-k)
January 30 2023 - 04:13PM
Edgar (US Regulatory)
0001599298FALSE00015992982023-01-302023-01-30
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 30, 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:
+44 (0) 1235 443 939
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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)
☐
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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On January 30, 2023, Summit Therapeutics Inc. (the “Company”)
issued a press release announcing that the Board of Directors of
the Company (the “Board”) had set the record date for the Company’s
previously announced rights offering, which will be available to
its stockholders of record as of the close of business on February
6, 2023. The rights offering will be made through the distribution
of non-transferable subscription rights to purchase up to
476,190,476 shares of the Company’s common stock, par value $0.01
(the “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 expects to receive gross proceeds
of up to $500 million, less expenses related to the rights
offering.
The rights offering will include an over-subscription right to
permit each rights holder that exercises its basic subscription
rights in full to purchase additional shares of Common Stock that
remain unsubscribed at the expiration of the offering. The
availability of the over-subscription right will be subject to
certain terms and conditions to be set forth in the offering
documents. Robert W. Duggan, Chairman, Chief Executive Officer, and
the beneficial owner of approximately 78.1% of Summit’s Common
Stock prior to this rights offering, and Dr. Maky Zanganeh,
Co-Chief Executive Officer, President, a member of the Board of
Directors, and the beneficial owner of approximately 6.0% of the
Company’s Common Stock prior to this rights offering, have each
indicated that they intend to participate in the rights offering
for at least the full amount of their basic subscription rights,
but have not made any formal binding commitment to
participate.
A copy of the press release related to the matters set forth herein
is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
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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 30, 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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