Current Report Filing (8-k)
10 July 2021 - 6:40AM
Edgar (US Regulatory)
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):
July 2, 2021
Summit Therapeutics Inc.
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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001-36866
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37-1979717
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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One Broadway, 14th Floor, Cambridge, MA
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area
Code: 617-514-7149
Not Applicable
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(Former Name or Former Address, If Changed Since Last Report)
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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
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Common stock, $0.01 par value per share
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SMMT
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The Nasdaq Stock Market LLC
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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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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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Effective on July 2, 2021
in connection with the departure of Michael Donaldson as Chief Financial Officer of Summit Therapeutics Inc. (the “Company”),
the board of directors (the “Board”) of the Company appointed Robert W. Duggan to serve as interim principal financial officer
and Jeffrey R. Maranian to serve as principal accounting officer.
Mr. Duggan, age 77, has
served as a member of the Board since December 2019, as Executive Chairman since February 2020 and as the Company’s Chief Executive
Officer and principal executive officer since April 2020. Since 2016, Mr. Duggan has been Chief Executive Officer of Duggan Investments,
Inc., a venture capital and public equity investment firm primarily focused on patient-friendly breakthrough solutions to complex diseases
of aging. From September 2007 through the acquisition by AbbVie Inc. in May 2015, Mr. Duggan was a member of the board
of directors of Pharmacyclics, Inc., a patient-friendly, science-based, employee-driven developer of small-molecule medicines for the
treatment of cancers. Mr. Duggan was also the Chairman and Chief Executive Officer of Pharmacyclics from September 2008 to
May 2015 as well as its largest investor. From 1990 to 2003, Mr. Duggan was Chairman of the board of directors of Computer
Motion, Inc. from 1997 to 2003, Mr. Duggan also served as Chief Executive Officer of Computer Motion. In June 2003, Computer
Motion merged with Intuitive Surgical Inc. Mr. Duggan has been a director and the chairman of the board of directors of Pulse Biosciences,
Inc. since November 2017. From 2003 to 2011, Mr. Duggan served on the board of directors of Intuitive Surgical. Mr. Duggan
received a U.S. Congressman’s Medal of Merit from Ron Paul in 1985 and in 2000 he was named a Knight of the Legion of
Honor by President Jacques Chirac of France. He is a member of the University of California at Santa Barbara Foundation board
of trustees.
On April 20, 2021, the
Company entered into a note purchase agreement (the “Purchase Agreement”) with Mr. Duggan, pursuant to which Mr. Duggan loaned
the Company $55 million in exchange for the issuance by the Company of an unsecured promissory note in the amount of $55 million (the
“Note”). The Note accrued interest at a rate per annum equal to 150% of the applicable 10 Year US Treasury rate, as adjusted
monthly (initially estimated to be approximately 2.4%). The Note was scheduled to 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.
The Note was repaid by the Company in connection with the consummation of the Company’s rights offering in May 2021.
On March 24, 2021, Mr.
Duggan entered into a note purchase agreement pursuant to which he loaned the Company $55 million in exchange for the issuance by
the Company of an unsecured promissory note in the amount of $55 million. The note accrued interest at a rate per annum equal to 150%
of the applicable 10 Year US Treasury rate, as adjusted monthly. On April 20, 2021 the note purchase agreement and note were rescinded
and the note was repaid without interest or penalty pursuant to the terms of a rescission agreement by and between the Company and Mr.
Duggan. The rescission agreement was effective and the repayment of the principal amount had been made prior to the entry into the Purchase
Agreement described above.
On November 6, 2020, the
Company completed a private placement with Mr. Duggan who subscribed for an aggregate of 14,071,856 shares of common stock,
par value $0.01 per share at a price of $3.34 per common share of stock.
Mr. Maranian, age 40,
has served as the Company’s Corporate Controller since November 2020. Mr. Maranian joined the Company from Acacia
Communications Inc., where he held roles of increasing responsibility over a six year period, including Controller, until it
was acquired by Cisco for $4.5 billion. Prior to that, he spent the first 11 years of his career in audit and accounting advisory
roles, including three years at CFGI, a financial consulting firm, where he helped companies transform their finance functions,
solve complex technical accounting matters, and enter public markets. Mr. Maranian spent the first eight years of his career in the
Health Industries Assurance Practice at PricewaterhouseCoopers, primarily serving clients in the life sciences sector. He holds
Bachelor and Master of Science degrees in Accountancy from Bentley University and is a Certified Public Accountant in
Massachusetts.
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.
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SUMMIT THERAPEUTICS INC.
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Date: July 9, 2021
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By:
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/s/ Robert W. Duggan
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Robert W. Duggan
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Chief Executive Officer
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