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): May 28, 2021

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 May 28, 2021, Summit Therapeutics Inc. (the “Company”) entered into a letter agreement (the “Exit Agreement”) with Michael Donaldson, the Company’s Chief Financial Officer, pursuant to which the Company and Mr. Donaldson mutually agreed that his service as Chief Financial Officer would terminate on July 2, 2021. The Exit Agreement also contemplates that Mr. Donaldson will remain at the Company as a consultant through September 30, 2021 in order to provide support to the Company’s finance department and assist with the transition to a new Chief Financial Officer. The Company has commenced a search for a new Chief Financial Officer.

In accordance with the terms of the Exit Agreement, the Company has determined that the performance conditions for the full vesting of each tranche of options to purchase up to 37,500 shares of the Company’s common stock previously granted to Mr. Donaldson have been met, and that such options shall be deemed to vest in full as scheduled on March 31, 2021 and June 30, 2021 respectively.

The foregoing description of the Exit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Exit Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

(d) Exhibits

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.