Summit Therapeutics Announces Rights Offering
26 March 2021 - 10:00PM
Cambridge, MA, March 26, 2021 - Summit Therapeutics Inc.
(NASDAQ: SMMT) today announced that the Company’s Board of
Directors has approved a rights offering available to all holders
of record of the Company’s common stock, par value $0.01 (the
“Common Stock”) as of the close of business on April 9, 2021. The
Company intends to distribute to all holders of Common Stock as of
the record date non-transferable subscription rights to purchase
shares of Common Stock at a price per share equal to the lesser of
(i) $5.24 per share, the closing price of the Common Stock on March
24, 2021, or (ii) the volume weighted-average price of the Common
Stock for the ten consecutive trading days through and including
the expiration date of the offering, currently contemplated to be
May 4, 2021. Assuming that the rights offering is fully subscribed,
the Company will receive gross proceeds of up to $75 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, our Executive Chairman and Chief Executive
Officer and the beneficial owner of approximately 69% of our
outstanding Common Stock prior to this rights offering, has
indicated that he intends to participate in the rights offering and
subscribe for at least the full amount of his basic subscription
rights, but has not made any formal binding commitment to do
so.
The Company intends to register the rights offering with the
Securities and Exchange Commission (the “SEC”) by filing a
prospectus supplement to the Company’s effective shelf registration
statement on Form S-3. When available, a copy of the prospectus
supplement may be obtained at the website maintained by the SEC at
www.sec.gov.
This press release 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. The rights offering will be made pursuant to
the Company’s shelf registration statement on Form S-3, which
became effective on October 15, 2020, and a prospectus supplement
containing the detailed terms of the rights offering to be filed
with the SEC. Any offer will be made only by means of a prospectus
forming part of the registration statement.
Issuance of $55 million Promissory Note
On March 24, 2021, Mr. Duggan entered into a Note Purchase
Agreement pursuant to which he has loaned the Company $55 million
in exchange for the issuance by the Company of an unsecured
promissory note (the “Note”) in the amount of $55 million. The Note
accrues interest at a rate per annum equal to 150% of the
applicable 10 Year US Treasury rate, as adjusted monthly. The rate
is initially estimated to be approximately 2.4%. The Company may
prepay any portion of the Note at its option without penalty. The
Note will mature and become due upon the earlier of (i) the
consummation of a registered public offering with net proceeds of
no less than $55 million, or (ii) 13 months from the date of
issuance of the Note. It is anticipated that this Note will be
repaid in connection with the consummation of the rights offering.
The Note was issued to Mr. Duggan in a private placement in
reliance on Regulation D promulgated under the Securities Act of
1933, as amended.
The Note issued to Mr. Duggan has not been
registered under the Securities and Exchange Act of 1933, as
amended, and may not be offered or sold absent registration or an
applicable exemption from registration requirements.
The Company expects to use the funds raised to support the
following activities:
- Continued patient enrollment into the Ri-CoDIFy Phase 3
clinical trial program of ridinilazole with the goal of its use as
first-line therapy to treat initial infection and reduce recurrence
of Clostridioides difficile infection;
- Activities to support the regulatory approval for ridinilazole
following the completion of the clinical trial program;
- Preparatory activities to support the commercial launch of
ridinilazole, if approved;
- Development of early-stage research projects using the
Company’s Discuva Platform, including for the treatment of
multidrug-resistant Enterobacteriaceae infections;
- Pursue business development opportunities to expand our
pipeline of drug candidates; and
- General corporate purposes.
Contact Summit Investor Relations:Dave
GancarzVice President, Investor Relations & Corporate
Strategydavid.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 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, 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, 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. 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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