Amended Statement of Beneficial Ownership (sc 13d/a)
11 November 2020 - 8:12AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 2)1
Summit Therapeutics Inc.
(Name
of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
86627T108
(CUSIP Number)
ADAM W.
FINERMAN, ESQ.
OLSHAN
FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212)
451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
and Communications)
November 6, 2020
(Date of Event Which Requires
Filing of This Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.
Note: Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See
§ 240.13d-7 for other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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ROBERT W. DUGGAN
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☐
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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PF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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60,281,588*
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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- 0 -
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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60,281,588*
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10
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SHARED DISPOSITIVE POWER
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- 0 -
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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60,281,588*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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69.94%*
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14
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TYPE OF REPORTING PERSON
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IN
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* The 60,281,588 shares of Common Stock beneficially owned consist
of (i) 42,224,677 shares of Common Stock, (ii) 14,071,856 shares of Common Stock, representing the number of shares of Common Stock
the Reporting Person purchased pursuant to the Purchase Agreement (as defined below) and (iii) includes the exercise of warrants
to buy 3,985,055 shares of Common Stock, which are exercisable until December 24, 2029.
The following constitutes
the Schedule 13D/A filed by the undersigned (as amended hereby, the “Schedule 13D”).
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended
to add the following:
The Reporting Person
paid approximately $47 million in consideration to the Issuer pursuant to the Purchase Agreement (as defined below) in exchange
for 14,071,856 shares of Common Stock placed by the Issuer with the Reporting Person in its sole discretion. The Reporting Person
paid such consideration using personal funds.
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Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended
to add the following:
On November 6, 2020,
the Reporting Person purchased 14,071,856 shares of Common Stock at a price of $3.34 per share, for an aggregate purchase price
of approximately $47 million, following receipt of notice from the Issuer requiring the purchase of such shares pursuant to the
Purchase Agreement.
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Item 5.
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Interests in Securities of the Issuer.
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Items 5(a)-(c) are
hereby amended and restated to read as follows:
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(a)
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As of the close of business on November 6, 2020, through the holding of (i) 56,296,533 shares of
Common Stock and (ii) warrants to purchase 3,985,055 shares of Common Stock, the Reporting Person beneficially owned 60,281,588
shares of Common Stock (the “Shares”). Shares held by the Reporting Person include shares held in his retirement
accounts.
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Percentage: Approximately
69.94%.
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(b)
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1. Sole power to vote or direct: 60,281,588
2. Shared power to vote or direct: 0
3. Sole power to dispose of or direct the disposition of: 60,281,588
4. Shared power to dispose of or direct the disposition of: 0
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(c)
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The transactions in the Shares by the Reporting Person during the past sixty days are set forth
in Schedule A and are incorporated herein by reference.
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Item 6.
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Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.
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Item 6 is hereby amended
to add the following:
The foregoing disclosure
set forth in Item 4 of this Schedule 13D/A is incorporated herein by reference.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Securities Purchase Agreement, dated October 2, 2020, by and between the Issuer and the Reporting
Person (incorporated by reference to Exhibit 10.1 of the Issuer’s Form 8-K filed on October 5, 2020).
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SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 9, 2020
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/s/ Robert W. Duggan
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Robert W. Duggan
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SCHEDULE A
Transactions in the Shares During
the Past Sixty Days
Type of Security
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Securities
Purchased / (Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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ROBERT W. DUGGAN
Common Stock1
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42,224,677
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09/18/20
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Common Stock2
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14,071,856
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$3.34
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11/06/20
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Warrants to purchase Common Stock1*
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3,985,055
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09/18/20
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1 Represents all securities of the Issuer issued to the
Reporting Person in the Redomicile in exchange for all of his equity interests in Old Summit.
2 Represents shares of Common Stock purchased by the
Reporting Person pursuant to the Purchase Agreement.
* Represents shares of Common Stock issuable pursuant
to the warrants. The warrants are exerciseable until December 24, 2029 at a price of $1.58 per share of Common Stock.
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