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): November 11, 2020

Registrant’s Telephone Number, Including Area Code: 617-514-7149

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:

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. ☐

On November 11, 2020, the Board of Directors (the “Board”) of Summit Therapeutics Inc. (the “Company”) elected Dr. Mahkam Zanganeh to serve as a member of the Board.

As previously reported, on November 6, 2020 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Mahkam Zanganeh Revocable Trust (the “Trust”) pursuant to which the Trust acquired 149,701 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for an aggregate purchase price of approximately $500,000 in a private placement. In connection with the foregoing transaction, the Company entered into a Registration Rights Agreement with the Trust and another investor, dated November 6, 2020, pursuant to which the Company agreed to prepare and file with the SEC a registration statement within 60 days that would register for resale all Registrable Securities (as defined in the Registration Rights Agreement). In accordance with the foregoing, subject to certain terms and conditions, the shares of Common Stock issued to the Trust pursuant to the Purchase Agreement shall become eligible for resale. As trustee of the Trust, Dr. Zanganeh may be deemed to beneficially own the securities of the Company owned by the Trust.

Until June 29, 2020, Maky Zanganeh & Associates, Inc. (“MZA”) had performed certain consultancy services for Summit Therapeutics plc (“Old Summit”) (the predecessor entity to the Company prior to the Company’s domestication as a Delaware corporation) in accordance with a Consulting Agreement by and between Old Summit and MZA (the “Consulting Agreement”), which was terminated on such date by mutual agreement in accordance with its terms. Pursuant to the Consulting Agreement, MZA received aggregate payments of approximately $450,000 and an allotment of warrants to purchase ordinary shares in Old Summit. The warrants granted to MZA were transferred to Dr. Zanganeh, other than a small number of warrants which were transferred to an employee of MZA. Dr. Zanganeh is the sole stockholder of MZA. Except as described herein, there are no transactions with the Company in which Dr. Zanganeh has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.

On November 12, 2020, Ventzislav Stefanov resigned from the Company both in his capacity as Executive Vice President of the Company and President of Discuva, and as a member of the Board. He will continue to work with the Company through mid-December 2020 to facilitate the transition of his responsibilities as an officer. His resignation was not due to any disagreement with the Company regarding the Company’s operations, policies or practices.

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.