On January 10, 2019, Summit Therapeutics plc (the “Company”) announced the closing on January 9, 2019 of the previously announced subscription (the “Subscription”) by Mr. Robert W. Duggan (the “Investor”) of an aggregate of 15,625,000 of the Company’s American Depositary Shares (“ADSs”), representing an aggregate of 78,125,000 ordinary shares, par value £0.01 per share, of the Company (the “New Ordinary Shares”).
In connection with the closing of the Subscription, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Investor pursuant to which the Company agreed to use commercially reasonable efforts to prepare and file a registration statement covering the resale by the Investor of the ADSs purchased by the Investor in the Subscription (the “Registrable Securities”) promptly following the date that is 180 days after January 9, 2019 (the “Closing Date”) but no later than 210 days after the Closing Date. Under such Registration Rights Agreement, the Company has agreed to use commercially reasonable efforts to cause such registration statement to become effective as soon as practicable after its filing and to keep such registration statement continuously effective, subject to certain limited exceptions, until the earliest of the date on which all Registrable Securities covered by such registration statement have been sold or may be resold pursuant to Rule 144 of the Securities Act of 1933 without restriction, or the fifth anniversary of the Closing Date. Under such Registration Rights Agreement, the Company has agreed to be responsible for all fees and expenses incurred in connection with the registration of the Registrable Securities, excluding underwriter discounts, commissions or fees, and each party will grant the other customary indemnification rights in connection with the registration and resale of the ADSs.
A copy of the Registration Rights Agreement is attached as Exhibit 2.1 hereto and is incorporated by reference herein. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to such exhibit.
The full text of the press release issued in connection with the closing is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Form6-K, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.
