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Item 1.01 | Entry into a Material Definitive Agreement. |
Common Stock Issuance Agreement
As previously disclosed, on December 5, 2022, we entered into a Collaboration and License Agreement (the “License Agreement”) with Akeso, Inc. and its affiliates (“Akeso”) and certain ancillary transaction documents as set forth in the License Agreement. The License Agreement closed on January 17, 2023, and both Akeso and Summit entered into the Common Stock Issuance Agreement (“Issuance Agreement”). Pursuant to the License Agreement and Issuance Agreement, Akeso elected to receive 10 million shares of Company common stock in lieu of cash and was paid $274.9 million dollars in cash as the initial upfront payment. The $200 million remaining amount of the $500 million upfront payment is payable March 5, 2023.
The Company and Akeso also entered into Amendment No. 1 to the License Agreement, dated January 16, 2023 (the “License Agreement Amendment”), to modify the Akeso party receiving payments under the License Agreement from Akeso Biopharma Co., Ltd. to Akeso, Inc.
The foregoing descriptions of the License Agreement Amendment and Issuance Agreement do not purport to be complete and are qualified their entirety by reference to their full text, filed as Exhibits 10.1 and 10.2, respectively to this Current Report on Form 8-K and incorporated herein by reference.
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.
Rectification of Notes Issued Pursuant to the Note Purchase Agreement
As previously disclosed, On December 6, 2022, Summit and Robert W. Duggan (“Mr. Duggan”) entered into those certain Promissory Notes pursuant to which the Company promised to pay to Mr. Duggan or his successors or assigns, four hundred million dollars (“Original Note 1”) and one hundred million dollars (“Original Note 2”, and collectively with Original Note 1, the “Original Notes”), along with any interest, fees, charges, and late fees on their respective maturity dates. Summit and Mr. Duggan have rectified the Original Notes in order to correctly reflect the parties’ intent in the Original Notes that Summit may only prepay (i) Original Note 1 following the completion of a public rights offering to be conducted by Summit in the approximate amount of five hundred million dollars (the “Rights Offering”), or a similar capital raise, in an amount equal to the lesser of (x) the net proceeds of the Rights Offering or such capital raise or (y) the full amount outstanding of the respective Note, and (ii) Original Note 2 following the completion of a capital raising transaction subsequent to the Rights Offering in an amount equal to the lesser of (i) the net proceeds of such capital raise or (ii) the full amount outstanding of the respective Note. Following the issuance of the two new Promissory Notes (the “Promissory Notes”), the Original Notes were marked as “cancelled” on their face and replaced in their entirety by the Promissory Notes.
The foregoing descriptions of the Promissory Notes do not purport to be complete and are qualified in their entirety by reference to their full text, filed as Exhibits 10.3 respectively to this Current Report on Form 8-K and incorporated herein by reference.