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Item 5. Market for Registrant’s Common Equity

2023-03-09 compared with 2022-03-17 · 38 added, 10 removed, 40 unchanged (55% of the section changed)

3 unchanged sentences

Prior to that date, there was no public market for our common stock.

Prior to the closing of the Redomiciliation Transaction, pursuant to which Summit Therapeutics plc became our wholly-owned subsidiary, Summit Therapeutics plc's American Depositary Shares, (or "ADSs"), had traded on the Nasdaq Global Market under the symbol "SMMT" since March 2015.

On September 21, 2020, Summit Therapeutics plc became our wholly-owned subsidiary and we became the holding company and successor issuer to Summit Therapeutics plc (the predecessor registrant and former holding company) and its subsidiaries.

Such succession occurred pursuant to a statutory scheme of arrangement under U.K.

law pursuant to which all Summit Therapeutics plc’s outstanding ordinary shares were exchanged on a five-for-one basis for newly issued shares of our common stock.

Summit Therapeutics plc's American Depositary Shares ("ADSs") had traded on the Nasdaq Global Market under the symbol "SMMT" since March 2015 and its ordinary shares previously traded on AIM, a sub-market of the London Stock Exchange plc, under the symbol “SUMM”.

Each ADS represented five ordinary shares of Summit Therapeutics plc.

In the Redomiciliation Transaction, five ordinary shares of Summit Therapeutics plc were exchanged for one share of our common stock.

The ordinary shares of Summit Therapeutics plc previously traded on AIM, a sub-market of the London Stock Exchange plc ("AIM"), under the symbol “SUMM.” We canceled the admission of the ordinary shares to trading on AIM on February 24, 2020.

We canceled the admission of the ordinary shares to trading on AIM on February 24, 2020.

Holders of Record

6 unchanged sentences

Recent Sales of Unregistered Securities

On December 24, 2019, in connection with the closing of a private placement for an aggregate purchase price of $50 million in cash, we issued an aggregate of 35,075,690 shares of common stock to investors, of which 33,231,410 shares of common stock were subscribed by Mr.

These shares were sold to each investor at a price of $1.43 per share of common stock.

The common stock was offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder.

On July 17, 2020, in connection with our incorporation, we issued an aggregate of 100 shares of our common stock to a nominee stockholder for $1.00.

3 unchanged sentences

On November 6, 2020, in connection with the closing of a private placement for an aggregate purchase price of $50 million in cash, we issued an aggregate of 14,970,060 shares of our common stock to three investors:

our Chief Executive Officer Robert W.

our Executive Chairman and Chief Executive Officer Mr.

Duggan, the Mahkam Zanganeh Revocable Trust and Polar Capital Funds plc - Biotechnology Fund.

6 unchanged sentences

The Company may prepay any portion of the Note at its option without penalty.

The Note will mature and become due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $55.0 million, or (ii) 13 months from the date of issuance of the Note.

The Note will mature and become due upon the earlier of (i) the

consummation of a registered public offering with net proceeds of no less than $55.0 million, or (ii) 13 months from the date of issuance of the Note.

The Note was issued to Mr.

7 unchanged sentences

Pursuant to the terms of the Second Note, following consummation of the 2021 Rights Offering, the Second Note matured and all principal and interest thereunder was repaid by the Company using a portion of the proceeds of the 2021 Rights Offering.

On March 10, 2022, the Company’s Chief Executive Officer, Robert W.

On March 10, 2022, the Company’s Chairman and Chief Executive Officer, Mr.

Duggan, entered into a Note Purchase Agreement (the “2022 Note”), pursuant to which he has loaned the Company $25.0 million in exchange for the issuance by the Company of an unsecured promissory note in the amount of $25.0 million.

The 2022 Note is to accrue interest at a rate per annum equal to the prime rate as reported in the Wall Street Journal , which is 3.25% as of the effective date.

The 2022 Note becomes due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $25.0 million or (ii) 18 months from the date of issuance of the 2022 Note.

On December 5, 2022, the Company entered into the License Agreement with Akeso.

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 in cash as the initial upfront payment.

The remaining $200 million of the upfront payment was paid on March 6, 2023.

As regulatory approval for ivonescimab has not yet been granted, the Company will record in-process research and development expenses in the first quarter of 2023 for the cash payments of $474.9 million and for the fair market value of the 10 million shares issued to Akeso.

On December 6, 2022, the Company entered into a Note Purchase Agreement (the "Note Purchase Agreement"), with Mr.

Duggan and Dr.

Zanganeh, pursuant to which the Company agreed to sell to each of Mr.

Duggan and Dr.

Zanganeh unsecured promissory notes in the aggregate amount of $520 million.

Pursuant to the Note Purchase Agreement, the Company issued to Mr.

Duggan and Dr.

Zanganeh unsecured promissory notes in the amount of $400 million (the "Duggan February Note") and $20 million (the "Zanganeh Note"), respectively, which would mature and become due on February 15, 2023 and an unsecured promissory note to Mr.

Duggan in the amount of $100 million (the “Duggan September Note” and together with the Duggan February Note and the Zanganeh Note, the “December 2022 Notes”), which will mature and become due on September 15, 2023.

The maturity dates of the December 2022 Notes could be extended one or more times at the Company’s election, but in no event to a date later than September 6, 2024.

In addition, if the Company shall consummate a public offering, then upon the later to occur of (i) five business days after the Company receives the net cash proceeds therefrom or (ii) May 15, 2023, the Duggan February Note and the Zanganeh Note shall be prepaid by an amount equal to the lesser of (a) 100% of the amount of the net proceeds of such offering and (b) the outstanding principal amount on such Notes.

On January 19, 2023, the Company provided notice to extend the term of the Duggan February Note and Duggan September Note to a maturity date of September 6, 2024.

Furthermore, on January 19, 2023, the Company and Mr.

Duggan rectified the Duggan February Note and Duggan September Note in order to correctly reflect the parties’ intent that the Company may only prepay (i) the Duggan February Note following the completion of a public rights offering to be conducted by Summit in the approximate amount of $500 million (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 Duggan February Note, and (ii) Duggan September Note 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 Duggan September Note.

Following the issuance of the two new Promissory Notes (the “Duggan Promissory Notes”), the Duggan February Note and Duggan September Note were marked as “cancelled” on their face and replaced in their entirety by the Duggan Promissory Notes (together with the Zanganeh Note, the "Notes").

The Notes accrue interest at an initial rate of 7.5%.

All interest on the Notes shall be paid on the date of signing for the period through February 15, 2023.

Such prepaid interest shall be paid in a number of shares of the Company’s common stock, par value $0.01 (“Common Stock”) equal to the dollar amount of such prepaid interest, divided by $0.7913 (the consolidated closing bid price immediately preceding the time the Company entered into the Note Purchase Agreement, plus $.01), which was 9,720,291 shares.

For all applicable periods following the February 15, 2023, interest shall accrue on the

outstanding principal balance of the Notes at the US prime interest rate, as reported in the Wall Street Journal, plus 50 basis points, as adjusted monthly, for three months immediately following February 15, 2023, and thereafter at the US prime rate plus 300 basis points, as adjusted monthly.

On February 15, 2023, the $20 million Zanganeh Note matured and the Company repaid the outstanding principal balance.

In connection with the closing of the Rights Offering, the $400 million Duggan Promissory Note matured and became due, and the Company repaid all principal and accrued interest thereunder using a portion of the proceeds from the Rights Offering.

The intended use of proceeds generated from the transactions described above includes funding the Company’s activities to support clinical and regulatory development of its assets and general corporate purposes.

Issuer Purchases of Equity Securities

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity