Item 5. Other Information
Item 5. Other Information.
On August 3, 2024, the Company’s board of directors and its compensation committee determined to provide that, with respect to currently outstanding and unvested options held by named executive officers (as identified in the Company’s proxy statement for the Company’s 2024 Annual Meeting held on June 14, 2024), and the Company’s current directors, all such options would accelerate and vest upon the occurrence of a Change of Control to the extent such persons were employees of the Company at such time. “Change of Control” for these purposes is determined based on the meaning set forth within Section 409A of the Internal Revenue Code, with certain modifications. Additionally, the board of directors and compensation committee further provided that all other currently outstanding and unvested options will also be subject to certain acceleration provisions in connection with a Change of Control.
On August 2, 2024, the Company entered into a third amendment to its existing sublease agreement with MZA. The third amendment has an effective date of August 1, 2024, which includes an additional space of 145 square feet of office space at 2882 Sand Hill Road, Menlo Park, California. The Company continues to be obligated to pay its proportionate share of the net payable by MZA to the third-party landlord, which is revised to 93.6% as of the effective date, based on the square footage of office space sublet by the landlord, resulting in total additional payments of $37.
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Item 6. Exhibits.
Exhibit Index
Exhibit No. Description
3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020)
3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020)
3.3 Amendment to Restated Certificate of Incorporation of Summit Therapeutics Inc., as filed with the Delaware Secretary of State on July 27, 2022 (incorporated by reference to Exhibit 3.1 of Form 8-K filed by the Company on July 29, 2022, File No. 001-36866)
3.4 Amendment No. 2 to Restated Certificate of Incorporation, dated January 19, 2023 (incorporated by reference to Exhibit 5.1 of Form 8-K filed by the Company on January 20, 2023, File No. 001-36866)
10.1 Distribution Agreement, dated May 13, 2024, by and between Summit Therapeutics Inc. and J.P. Morgan Securities LLC (incorporated by reference to Exhibit 1.1 of Form 8-K filed by the Company on May 13, 2024, File No. 001-36866)
10.2†
Securities Purchase Agreement, dated June 3, 2024, by and among Summit Therapeutics Inc. and the Investors named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Company on June 3, 2024, File No. 001-36866)
10.3†
Registration Rights Agreement, dated June 3, 2024, by and among Summit Therapeutics Inc. and the Investors named therein (incorporated by reference to Exhibit 10.2 of Form 8-K filed by the Company on June 3, 2024, File No. 001-36866)
10.4*+
Amendment No. 2 to Collaboration and License Agreement Amendment, dated June 3, 2024 , by and among Summit Therapeutics Sub, Inc. and Akeso , Inc. and its affiliates .
10.5*+
S ublease , dat ed June 27, 2024 , by and between Summit Therapeutics Inc. and Duggan Investments Research LLC .
10.6*+
S ublease, dated June 27, 2024, by and between Summit Therapeutics Inc. and Genius 24C Inc.
10.7*+
Third Amendment to Sublease, dated August 2, 2024, by and between Summit Therapeutics Sub, Inc. and Zanganeh & Associates Inc.
31.1* Certification of Chairman and Chief Executive Officer, Robert W. Duggan, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Executive Director, Chief Executive Officer, and President, Dr. Mahkam Zanganeh, pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
31.3* Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to §302 of the Sarbanes-Oxley Act of 2002
32.1** Certification of Chief Executive Officers and Chief Financial Officer pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002
101.SCH* XBRL Taxonomy Extension Schema Document
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document
101.LAB* XBRL Taxonomy Extension Label Linkbase Document
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document
104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
** Furnished herewith.
† Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.
+ Pursuant to Item 601(b)(10) of Regulation S-K, as applicable, certain portions of this exhibit have been omitted (indicated by “[**]”) because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.
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SIGNATURES
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.
Date: August 6, 2024
SUMMIT THERAPEUTICS INC.
By: /s/ Manmeet Soni
Name: Manmeet Soni
Title Chief Operating Officer and Chief Financial Officer
(Principal Financial Officer)
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