| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 11, 2024, Summit Therapeutics Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with multiple leading biotech institutional and individual accredited investors (the “Investors”), for the sale by the Company in a private placement (the “Private Placement”) of an aggregate of 10,352,418 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at purchase price of $22.70 per Share, which was the closing price of the Common Stock on September 11, 2024, for aggregate gross proceeds to the Company of approximately $235.0 million.
The Company’s Chief Executive Officer, Executive Chairman and majority stockholder, Robert W. Duggan, Chief Executive Officer, President and member of its Board of Directors (the “Board”), Dr. Mahkam Zanganeh, Chief Operating Officer, Chief Financial Officer and member of the Board, Manmeet Soni, Chief Accounting Officer, Bhaskar Anand, and member of the Board, Jeff Huber, through his controlled entity Caspian Capital LLC, each participated as Investors in the Private Placement, purchasing an aggregate of 3,480,173 shares of Common Stock.
The closing of the Private Placement is expected to occur on or before September 18, 2024, subject to the satisfaction of certain customary closing conditions. The Purchase Agreements contain customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company, including for liabilities under the Securities Act, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreements were made only for purposes of the Purchase Agreements and as of specific dates, were solely for the benefit of the parties to such agreements and were subject to limitations agreed upon by the contracting parties.
The Shares issuable pursuant to the Purchase Agreements will not be registered under the Securities Act, and will be issued in reliance on the exemption from registration requirements thereof provided by Section 4(a)(2) of the Securities Act or Regulation D promulgated under the Securities Act. The Company relied on these exemptions from registration based in part on representations made by the Investors.
On September 11, 2024, in connection with the Purchase Agreements, the Company entered into Registration Rights Agreements with the Investors (the “Registration Rights Agreements”). The Registration Rights Agreements provide, among other things, that the Company will as soon as reasonably practicable file with the Securities and Exchange Commission (the “SEC”) a registration statement registering the resale of the Shares. The Company agreed to use its reasonable best efforts to have such registration statement declared effective as soon as practicable after the filing thereof.
The foregoing description of the Purchase Agreements and the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by reference to the text of the Purchase Agreements and the Registration Rights Agreements, the forms of which are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.
