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Item 9A. Controls and Procedures

2025-02-24 compared with 2024-02-20 · 599 added, 1472 removed, 901 unchanged (70% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

We have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) under the supervision and the participation of the company’s management, which is responsible for the management of the internal controls, and which includes our Chief Executive Officers (our Principal Executive Officers) and our Chief Financial Officer (our Principal Financial Officer).

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

We have performed out an evaluation of the effectiveness of our disclosure controls and procedures under the supervision and the participation of the company’s management, including our Co-Chief Executive Officers (our Principal Executive Officers) and our Chief Operating Officer and Chief Financial Officer (our Principal Financial Officer).

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Based upon our evaluation of our disclosure controls and procedures as o f December 31, 2023, our Chief Executive Officer and Executive Chairman and Chief Executive Officer, President and Director (our Principal Executive Officers), and our Chief Financial Officer (our Principal Financial Officer) concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable level of assurance.

Based upon our evaluation of our disclosure controls and procedures as o f December 31, 2024 , our Co-Chief Executive Officer and Executive Chairman and our Co-Chief Executive Officer, President and Director (our Principal Executive Officers), and our Chief Operating Officer, Chief Financial Officer and Director (our Principal Financial Officer) concluded that, as of such date, our disclosure controls and procedures were effective at a reasonable level of assurance.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.

Our internal control over financial reporting is a process designed, under the supervision of the Chief Executive Officers (our Principal Executive Officers), and our Chief Financial Officer (our Principal Financial Officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with Generally Accepted Accounting Principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.

Moreover, projections of any evaluation of the effectiveness of internal control to future periods are subject to a risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.

Our management has assessed the effectiveness of internal control over financial reporting as of December 31, 2023 , based on the Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) 2013.

Based on this assessment, our management has concluded that our internal control over financial reporting as of December 31, 2023 , was effective.

This report does not include an attestation report of our registered public accounting firm as we are a non-accelerated filer and a smaller reporting company.

Our internal control over financial reporting is a process designed, under the supervision of the Co-Chief Executive Officers (our Principal Executive Officers), and our Chief Operating Officer and Chief Financial Officer (our Principal Financial Officer), to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of the effectiveness of internal control to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management has assessed the effectiveness of internal control over financial reporting as of December 31, 2024, based on the “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.

Based on this assessment, management concluded that, as of December 31, 2024, our internal control over financial reporting is effective based on the COSO internal control criteria.

The effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report included in Item 15 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

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Other Information

On February 17, 2024 the Duggan February Note was amended to extend the maturity date from September 6, 2024 to April 1, 2025.

For all applicable periods commencing February 17, 2024, interest shall accrue on the outstanding principal balance at the greater of 12% or the US prime interest rate, as reported in the Wall Street Journal plus 350 basis points, as adjusted monthly, compounded quarterly.

Interest shall be paid upon maturity of the loan.

Rule 10b5-1 Trading Plans.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance

CORPORATE GOVERNANCE

Our Board of Directors oversees our Chief Executive Officers, and other senior management in the competent and ethical operation of our business and affairs and assures that the long-term interests of the stockholders are being served.

Our Board of Directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates and corporate governance policies and standards applicable to us in general.

We believe that good governance leads to high board effectiveness, promotes the long-term interests of our stockholders, strengthens the accountability of our Board of Directors and management and improves our standing in our industry.

Board Leadership Structure

Our Board of Directors believes that the roles of Chairman and Chief Executive Officer may be filled by the same or different individuals.

This allows our Board of Directors to have the flexibility to determine whether the two roles should be combined or separated based upon the needs of the Company and our Board of Directors’ assessment of our leadership from time to time.

Our Board of Directors also believes that combining the role of Chairman and Chief Executive Officer facilitates the strategic development of the Company and the flow of information between the Board and management.

In our Board’s view, Mr.

Duggan is best situated to serve as Chairman because of his familiarity with the Company’s business and industry and his insight into the strategies and policies to be discussed by the Board of Directors.

At this time, our Board of Directors believes it is in the best interests of our Company and our stockholders for Robert W.

Duggan to serve as our Chief Executive Officer and Chairman of the Board of Directors.

The Chairman of the Board of Directors presides over all Board meetings and approves the agenda for meetings of the Board of Directors.

He also works with the Board of Directors to drive decisions about particular strategies and policies.

The Appointment of the Lead Independent Director

Our Board of Directors has determined that it is advisable, in light of having the same person, Robert W.

Duggan, serve as both Chief Executive Officer and Chairman of the Board of Directors, to appoint a lead independent director (“LID”).

The Board of Directors has approved the appointment of Kenneth Clark as LID.

The LID shall be responsible for the following duties:

(i) to chair any meeting of the independent directors in executive sessions;

(ii) to meet with any director who is not adequately performing his or her duties as a member of the Board of Directors;

(iii) to facilitate communications between other members of the Board of Directors and the Chairman of the Board and Chief Executive Officer;

(iv) to monitor, with the

assistance of the Company’s legal advisors, communications from stockholders and other interested parties;

(v) to work with the Chairman of the Board in the preparation of the agenda for each Board of Directors meeting;

and (vi) to otherwise consult with the Chairman of the Board and Chief Executive Officer on corporate governance matters and the Board of Directors’ performance.

The Board of Director’s Role in Risk Oversight

Our management has day-to-day responsibility for identifying risks facing us, including implementing suitable mitigating processes and controls, assessing risks in relation to Company strategies and objectives, and appropriately managing risks in a manner that serves the best interests of the Company, our stockholders, and other stakeholders.

Our Board of Directors is responsible for ensuring that an appropriate culture of risk management exists within the Company and for setting the right “tone at the top,” overseeing our aggregate risk profile, and assisting management in addressing specific risks.

Generally, various committees of our Board of Directors oversee risks associated with their respective areas of responsibility and expertise.

For example, our Audit Committee oversees, reviews and discusses with management and the independent auditor risks associated with our internal controls and procedures for financial reporting and the steps management has taken to monitor and mitigate those exposures;

our Audit Committee also oversees the manage ment of other risks, including those associated with credit risk.

Our Compensation Committee oversees the management of risks associated with our compensation policies, plans and practices.

Our Nominating and Corporate Governance Committee oversees the management of risks associated with director independence and the composition and organization of the Board of Directors.

Our Board of Directors provides direct oversight over cybersecurity risks.

Management and other employees report to the Board of Directors and/or relevant committee from time to time on risk-related issues.

Diversity of the Board

Although the Nominating and Corporate Governance Committee does not maintain a specific policy with respect to board diversity, the Board of Directors believes that the Board of Directors should be a diverse body.

Diversity in experiences, perspectives, and backgrounds is just one of many factors considered by the Nominating and Corporate Governance Committee in considering director nominees.

In August 2021, the SEC adopted Nasdaq’s proposal that requires listed companies to provide statistical information about their boards of directors, in the form of a matrix chart.

The below Diversity Matrix reports self-identified diversity statistics for the Board in the format required by Nasdaq’s rules.

Board Diversity Matrix (as of February 13, 2024)

Total Number of Directors

Female Male Non-Binary Did Not Disclose

Gender Identity

Directors 4 4 — —

Demographic Background

African American or Black — — — —

Alaskan Native or Native American — — — —

Asian 2 1 — —

Hispanic or Latinx — — — —

Native Hawaiian or Pacific Islander — — — —

White 2 3 — —

Two or More Races or Ethnicities — — — —

LGBTQ+ — — — —

Did Not Disclose Demographic Background — — — —

Director Independence

Under applicable Nasdaq rules, a director will only qualify as an “independent director” if, in the opinion of the listed company’s board of directors, that person does not have a relationship that would interfere with the exercise of independent

judgment in carrying out the responsibilities of a director.

In order to be considered independent for purposes of Rule 10A-3, a member of an audit committee of a listed company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee, accept, directly or indirectly, any consulting, advisory, or other compensatory fee from the listed company or any of its subsidiaries or otherwise be an affiliated person of the listed company or any of its subsidiaries.

In order to be considered independent for purposes of Rule 10C-1, the board must consider, for each member of a compensation committee of a listed company, all factors specifically relevant to determining whether a director has a relationship to such company which is material to that director’s ability to be independent from management in connection with the duties of a compensation committee member, including, but not limited to:

(1) the source of compensation of the director, including any consulting advisory or other compensatory fee paid by such company to the director;

and (2) whether the director is affiliated with the company or any of its subsidiaries or affiliates.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our Board of Directors has determined that each of Mr.

Booth and Ms.

Cesano, representing four of our eight directors, is “independent” as that term is defined under the rules of The Nasdaq Stock Market and none of these directors has or has had a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Board of Directors also determined that Mr.

Booth, and Ms.

Cesano, who comprise our Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, satisfy the independence standards for those committees established by applicable SEC rules, including Rule 10A-3 of the Exchange Act, and the rules of The Nasdaq Stock Market.

In making this determination, our Board of Directors considered the relationships that each non-employee director has or has had with our Company and all other facts and circumstances that our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director.

Under The Nasdaq Stock Market listing requirements, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company.” Because Mr.

Duggan owns more than a majority of the voting power of our outstanding shares of common stock, we are a “controlled company” under the corporate governance rules for Nasdaq-listed companies.

A “controlled company” may elect not to comply with certain Nasdaq corporate governance requirements, including the requirements that:

• a majority of the board of directors consist of independent directors;

• the compensation committee be composed entirely of directors meeting Nasdaq independence standards applicable to compensation committee members with a written charter addressing the committee’s purpose and responsibilities;

• the compensation committee be responsible for the hiring and overseeing of persons acting as compensation consultants and be required to consider certain independence factors when engaging such persons;

• director nominees either be selected, or recommended for board of directors’ selection, either by “independent directors” as defined under the rules of Nasdaq constituting a majority of the board of director’s “independent directors” in a vote in which only “independent directors” participate, or by a nominations committee comprised solely of “independent directors.”

We have elected to take advantage of these exemptions.

As a result, our stockholders may not have the same protections afforded to stockholders of companies that are subject to all of the Nasdaq corporate governance rules.

Director Nominations

Candidates for nomination to our Board of Directors are selected by the Nominating and Corporate Governance Committee in accordance with the committee’s charter, and our Certificate of Incorporation and Bylaws.

The Nominating and Corporate Governance Committee evaluates all candidates in the same manner and using the same criteria, regardless of the source of the recommendation.

The Nominating and Corporate Governance Committee may retain recruiting professionals to assist in identifying and evaluating candidates for director nominees.

Our Board of Directors has adopted Corporate Governance Guidelines and the Nominating and Corporate Governance Committee has adopted Policies and Procedures for Director Candidates which sets out, among other things, that the Nominating and Corporate Governance Committee considers factors such as character, integrity, judgment, diversity of experience (including age, gender, international background, race and professional experience), independence, area of expertise, length of service, potential conflicts of interest, other commitments and the like.

Nominating and Corporate Governance Committee considers the following minimum qualifications to be satisfied by any nominee to the Board of Directors:

a reputation for integrity, honesty and adherence to high ethical standards;

a demonstrated business acumen, experience and ability to exercise sound judgments in matters that relate to the current and long-term objectives of the Company;

a commitment to understanding the Company and its industry;

a commitment to regularly attend and participate in meetings of the Board and its committees;

an interest and ability to understand the sometimes conflicting interests of the various constituencies of the Company, including stockholders, employees, customers, governmental units, credito rs and the general public, and to act in the interests of all stockholders.

Based on the Nominating and Corporate Governance Committee’s recommendation, the Board of Directors selects director nominees and recommends them for election by our stockholders, and also fills any vacancies that may arise between annual meetings of stockholders.

The Nominating and Corporate Governance Committee will consider director candidates who are proposed by our stockholders in accordance with our Bylaws, our Nominating and Corporate Governance Committee’s Policies and Procedures for Director Candidates and other procedures established from time to time by the Nominating and Corporate Governance Committee.

If you would like the Nominating and Corporate Governance Committee to consider a prospective director candidate, please follow the procedures in our Bylaws and submit the candidate’s name and qualifications to:

Corporate Secretary, Summit Therapeutics Inc., 601 Brickell Key Drive, Suite 1000, Miami, FL 33131.

Code of Business Conduct and Ethics

We have also adopted a written code of business conduct and ethics that applies to our directors, officers and employees, including our principal executive officers, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

A copy of the code is filed herewith as Exhibit 14.1 and posted on the “Investor Center/Corporate Governance” section of our website, which is located at https://www.smmttx.com/.

If we make any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for any officer or director, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K to be filed with the SEC.

Policy on Short Sales, Derivative Transactions and Hedging Transactions

The Company’s Insider Trading Policy prohibits any director or employee from engaging in any of the following types of transactions with respect to the Company’s securities:

(i) short sales, including short sales “against the box”, (ii) purchases or sales of puts, calls, or other derivative securities or (iii) purchases of financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) or other similar transactions that directly hedge or offset, or are designed to directly hedge or offset, any decrease in the market value of Company securities.

Communication with the Board of Directors

Any stockholder communication with our Board of Directors or individual directors should be directed to Summit Therapeutics Inc., c/o Corporate Secretary, 601 Brickell Key Drive, Suite 1000, Miami, FL 33131.

The Corporate Secretary will forward these communications, as appropriate, directly to the director(s).

The independent directors of the Board of Directors review and approve the stockholder communication process periodically in an effort to enable an effective method by which stockholders can communicate with the Board of Directors.

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Board and Committee Meetings

Our Board of Directors and its committees meet throughout the year on a set schedule, hold special meetings as needed, and act by written consent from time to time.

During fiscal year 2023, our Board of Directors held 3 meetings, and each director attended at least 75% of the aggregate of (i) the total number of meetings of our Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our Board of Directors on which he or she served during the periods that he or she served.

The names of our director nominees and directors, their ages and certain other information about them are set forth below:

Name Age Position

Chief Executive Officer and Executive Chairman

Mahkam Zanganeh 53

Chief Executive Officer, President, and Director

Chief Operating Officer and Director

Lead Independent Director

Robert Booth 70

Alessandra Cesano 63

Ujwala Mahatme 59 Director

The principal occupations and positions and directorships for at least the past five years of our directors and director nominees, as well as certain information regarding their individual experience, qualifications, attributes and skills that led our Board of Directors to conclude that they should serve on the Board of Directors, are described below.

There are no family relationships among any of our directors or executive officers, however, Mr.

Duggan and Dr.

Zanganeh have a personal relationship with each other.

Duggan , age 79, has served as a member of our Board of Directors since December 2019, Executive Chairman since February 2020, and Chief Executive Officer since April 2020.

Since 2016, Mr.

Duggan has been Chief Executive Officer of Duggan Investments, Inc., a family office of Mr.

Duggan dedicated to research and administration of his personal investments primarily in the field of biotech focused on patient-friendly breakthrough solutions to complex diseases of aging.

From September 2007 through the acquisition by AbbVie Inc.

in May 2015, Mr.

Duggan was a member of the board of directors of Pharmacyclics, Inc., a patient-friendly, science-based, employee-driven developer of small-molecule medicines for the treatment of cancers.

Duggan was also the Chairman and Chief Executive Officer of Pharmacyclics from September 2008 to May 2015 as well as its largest investor.

From 1990 to 2003, Mr.

Duggan was chairman of the board of directors of Computer Motion, Inc.

From 1997 to 2003, Mr.

Duggan also served as Chief Executive Officer of Computer Motion.

In June 2003, Computer Motion merged with Intuitive Surgical Inc.

Duggan has been a director and the chairman of the board of directors of Pulse Biosciences, Inc.

since November 2017.

From 2003 to 2011, Mr.

Duggan served on the board of directors of Intuitive Surgical.

Duggan received a U.S.

Congressman’s Medal of Merit from Ron Paul in 1985 and in 2000 he was named a Knight of the Legion of Honor by President Jacques Chirac of France.

He is a member of the University of California at Santa Barbara Foundation board of trustees.

Duggan was appointed as a director because of his significant combined service as Chief Executive Officer of an innovative biopharmaceutical company and career spanning over 30 years as a venture investor and advisor for a broad range of companies, and extensive expertise in vision, strategic development, planning, finance and management.

Mahkam (Maky) Zanganeh , age 53, has served as a member of our Board of Directors since November 2020 and as Chief Executive Officer and President since July 2022.

Zanganeh has previously served as the Company’s Chief Operations Officer from November 2020 to July 2022.

Zanganeh is Founder, Chief Executive Officer and Director of Maky Zanganeh and Associates, an executive management and consulting firm founded in 2015.

Previously, from August 2012 to September 2015, she served as the Chief Operating Officer of Pharmacyclics Inc.

She also served as Chief of Staff and Chief Business Officer of Pharmacyclics from December 2011 to July 2012 and Vice President, Business Development from August 2008 to November 2011.

Prior to joining Pharmacyclics Inc., Dr.

Zanganeh served as President Director General (2007-2008) for the French government bio-cluster project initiative in France, establishing alliances and developing small life science businesses regionally.

From September 2003 to August 2008, Dr.

Zanganeh served as Vice President of Business Development for Robert W.

Duggan & Associates.

Zanganeh also served as worldwide Vice President of Training & Education (2002-2003) and President Director General for Europe, Middle East and Africa (1998-2002) for Computer Motion Inc.

Zanganeh has been a member of the Board of Directors of Pulse Biosciences, Inc.

since February 2017.

Zanganeh received a DDS degree from Louis Pasteur University in Strasbourg, France and MBA from Schiller International University in France.

Zanganeh was appointed as a director because of her years of executive and operational experience in the life sciences industry.

Soni , age 46, has served as a member of our Board of Directors since December 2019 and as Chief Operating Officer since October 2023.

From February 2022 to October 2023, Mr.

Soni was the President, Chief Operating Officer and Chief Financial Officer of Reata Pharmaceuticals, Inc., a pharmaceutical company focused on developing and commercializing novel therapeutics for the treatment of severe or life-threatening diseases, until its acquisition by Biogen in

October 2023.

Soni joined Reata in August 2019 as Chief Financial Officer, Executive Vice President and was promoted in June 2020 to Chief Operating Officer and Chief Financial Officer, Executive Vice President of Reata.

Prior to joining Reata Pharmaceuticals, Mr.

Soni was the Senior Vice President and Chief Financial Officer of Alnylam Pharmaceuticals Inc.

from May 2017 to August 2019.

From March 2016 to February 2017, Mr.

Soni served as Executive Vice President, Chief Financial Officer and Treasurer of ARIAD Pharmaceuticals, Inc., a biopharmaceutical company, when ARIAD was acquired by Takeda Pharmaceutical Company Limited.

Previously, he served as Chief Financial Officer of Pharmacyclics, Inc., a biopharmaceutical company, until its acquisition by AbbVie in 2015.

Prior to joining Pharmacyclics, Mr.

Soni worked at Zeltiq Aesthetics Inc., a publicly held medical technology company which was acquired by Allergan Inc.

(acquired by Abbvie).

Prior to Zeltiq, Mr.

Soni worked at PricewaterhouseCoopers in the life science and venture capital group.

Soni currently serves as a member of the board of directors of Pulse Biosciences, Inc.

since November 2017 and previously served as a member of the board of directors of Arena Pharmaceuticals, Inc.

(acquired by Pfizer, Inc.).

Soni is a Certified Public Accountant and Chartered Accountant (India).

Soni was appointed as a director because of his extensive experience in the life sciences industry and his financial and accounting expertise.

Clark , age 65, has served on our Board of Directors since October 2021.

Clark is a partner of Wilson Sonsini Goodrich & Rosati, where he advises biotech companies on strategic partnerships, mergers and acquisitions, financing transactions and operational matters.

He is also a partner of TCG Labs, a venture capital fund affiliated with The Column Group.

Clark has previously served as a member of the boards of directors for multiple publicly traded companies, including Pulse BioSciences, Inc.

and Pharmacyclics, Inc, and is currently a director of Acurex Biosciences.

Clark received his undergraduate degree from Vanderbilt University and a juris doctorate from the University of Texas School of Law.

We believe Mr.

Clark is qualified to serve on our Board of Directors because of his expertise in business consulting, deal transactions, financing, and corporate law in the biotechnology sector.

Robert Booth , age 70, has served on our Board of Directors since September 2022 and also serves as a member of the Audit Committee and the Nominating and Corporate Governance Committee.

Booth has spent more than 30 years in the biopharmaceutical industry, most recently as founder and chief executive officer of Virobay Inc.

Additionally, he has served as operating partner and senior advisor at TPG Biotech.

Prior to Virobay, Dr.

Booth was the chief scientific officer at Celera Genomics, where he was responsible for all discovery and development activities.

At Celera, Dr.

Booth conceived and initiated the BTK inhibitor program that was ultimately licensed to Pharmacyclics and from which IMBRUVICA® (ibrutinib) was developed and approved.

Booth served on the board of directors of Pharmacyclics until its acquisition by AbbVie.

Prior to Celera, Dr.

Booth was senior vice president for Roche in Palo Alto, California, where he was a member of the global research management team and the business development committee, which oversaw licensing opportunities.

Booth additionally currently serves on the boards of Acurex Biosciences and Thryv Therapeutics, private companies that are focused on neurodegenerative diseases and cardiovascular diseases, respectively.

Booth received his BSc and PhD in biochemistry from the University of London.

The Board has determined that Dr.

Booth qualifies as an independent director under applicable Nasdaq listing rules.

We believe Dr.

Booth is qualified to serve on our Board of Directors because of his expertise in the life sciences industry.

Ujwala Mahatme , age 59, has served as a member of our Board of Directors since July 2020.

Currently, Ms.

Mahatme serves as the Founder and Managing Partner of Mahatme Bitterman PLLC, a role she has held since 2002.

Previously, Ms.

Mahatme served as Counsel at Gibson, Dunn & Crutcher and Counsel and Associate at Pillsbury Winthrop Shaw Pittman LLP.

She received her Bachelor of Commerce from Brihan Maharashtra College of Commerce, University of Poona, her Bachelor of Laws from ILS Law School, University of Poona, Master of Laws from the University of Cambridge and Master of Laws in Corporation Law from New York University.

We believe Ms.

Mahatme is qualified to serve on our Board of Directors because of her expertise in corporate law and financing in the biotechnology sector.

Alessandra Cesano , age 63, has served as a member of our Board of Directors and the Nominating and Corporate Governance Committee since November 2022.

Cesano has 26 years of experience in research and development in both drug and diagnostic companies ranging from large, global biopharma to private, venture-backed companies, and currently serves as

Chief Medical Officer of ESSA Pharma.

Prior to ESSA, Dr.

Cesano was the Chief Medical Officer at NanoString Inc., where she built and led the Immuno-Oncology program and the diagnostic pipeline.

Prior to NanoString, she was Chief Medical Officer for Cleave Biosciences.

Cesano led the successful filing of two INDs for a clinical candidate and led two Phase I trials in Multiple Myeloma and solid tumors.

Cesano has global full-phase development and regulatory experience with large and small molecules and had a substantive and lead role in two approved drugs – Kepivance® (palifermin) and Vectibix® (panitumumab).

Cesano serves on the board of directors at Puma Biotechnology.

She received her PhD in tumor immunology and her MD from the University of Turin.

The Board has determined that Dr.

Cesano qualifies as an independent director under applicable Nasdaq listing rules.

We believe Dr.

Cesano is qualified to serve on our Board of Directors because of her expertise in the biopharmaceutical industry focused on oncology.

Yu (Michelle) Xi a, age 57, has served as a member of our Board of Directors since January 2023.

Xia is the founder of Akeso, Inc., and has been the chairwoman, president and CEO of the Company since its inception in 2012.

Xia has over 27 years of experience in the pharmaceutical industry and academic research.

Prior to founding Akeso Biosciences, Dr.

Xia held senior leadership roles at Crown Bioscience Inc., where she played a decisive role in constructing Crown Bioscience’s platform, building its team, setting and implementing its strategies, and forging its joint venture with Pfizer (the Pfizer-Crown Asian Cancer Research Centre).

From 2006 to 2008, Dr.

Xia served as a senior scientist and group leader at PDL BioPharma, Inc.

(later acquired by AbbVie).

Xia served as a senior process development scientist at Bayer Corporation in the U.S.

At both PDL BioPharma and Bayer, Dr.

Xia oversaw CMC, process development and manufacturing of therapeutic protein and antibody drugs.

Xia began her pharmaceutical career at Axys Pharmaceuticals, Inc.

(later acquired by Celera Genomics), where she held both scientific and managerial roles in drug discovery programs from December 2000 to December 2005, overseeing a broad range of activities from target validation through IND-enabling studies.

Xia earned her Ph.D.

degree in molecular biology and microbiology from Newcastle University in the U.K.

Xia completed her postdoctoral research training at the University of Glasgow in the U.K.

from 1993 to 1996, and she also conducted the cancer immune therapy research at the University of Louisville School of Medicine in the U.S.

from 1996 to 2000.

Over the years, Dr.

Xia has served important roles in numerous influential organizations, including a member of the Special Committee for Monoclonal Antibody of the China Medicinal Biotech Association, a committee member of the Special Committee for Science and Technology Innovation of China Overseas Returnee Entrepreneur Investment Association, an advisory committee member of the Chinese Antibody Society, and a director of Tongxieyi Antibody Talent Club.

Xia has also received numerous awards and recognitions for her contributions to both the pharmaceutical industry and commercial enterprises.

Most recently, Dr.

Xia was selected into Forbes’ Powerful Women in Technology in 2020 and in 2023 was named by Forbes China as a Top 100 Women in Business in China.

We believe Dr.

Xia is qualified to serve on our Board of Directors because of her extensive experience in the biopharmaceutical industry, including in oncology.

Board Committees

Our Board of Directors has the following standing committees:

Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee, each of which has the composition and the responsibilities described below.

The Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee all operate under charters approved by our Board of Directors, which charters are available on the Investor Center of our website at https://www.smmttx.com under “Corporate Governance.” Our Board of Directors from time to time establishes additional committees to address specific needs.

The following table sets forth (i) the three standing committees of the Board of Directors, (ii) the members of each committee as of December 31, 2023, and (iii) the number of meetings held by each committee in fiscal year 2023:

Name of Director Audit Compensation Nominating and Corporate Governance

Mahkam Zanganeh

X (Chair) X (Chair) (2)

Alessandra Cesano

Ujwala Mahatme

Number of Meetings Held During 2023

_______________

(1) On October 13, 2023, the Company appointed Manmeet Soni as Chief Operating Officer.

In connection with his employment as Chief Operating Officer, Mr.

Soni resigned from his seat on the Board’s Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, as well as from his position as lead independent director.

To fill the vacancies left by Mr.

Soni, Robert Booth was appointed to the Audit Committee and Kenneth A.

Clark was appointed as the lead independent director on the Board.

(2) On February 16, 2024, Mr.

Clark was appointed to serve as Compensation Committee Chair.

Our Corporate Governance Guidelines set out that all directors are expected to attend our annual meeting of stockholders.

All of the current Board members who were members of the Board at our 2023 annual stockholder meeting attended such meeting.

Audit Committee

Our Audit Committee oversees our corporate accounting and financial reporting process and assists the Board of Directors in monitoring our financial systems and our legal and regulatory compliance.

Our Audit Committee is responsible for, among other things:

• appointing, approving the compensation of, and assessing the independence of our registered public accounting firm;

• overseeing the work of our registered public accounting firm, including through the receipt and consideration of reports from such firm;

• reviewing and discussing with management and the registered public accounting firm our annual and quarterly financial statements and related disclosures;

• monitoring our internal control over financial reporting, disclosure controls and procedures and code of business conduct and ethics;

• establishing policies regarding the receipt and retention of accounting related complaints and concerns;

• meeting independently with our internal auditing staff, if any, our registered public accounting firm and management;

• reviewing and approving or ratifying any related person transactions;

• preparing the Audit Committee report required by SEC rules.

The members of our Audit Committee are Mr.

Booth and Ms.

Clark serves as our Audit Committee Chair.

Our Board of Directors has determined that each member of our Audit Committee is independent within the meaning of the independent director guidelines of The Nasdaq Stock Market.

We believe that the composition of our Audit Committee meets the requirements for independence under, and the functioning of our Audit Committee complies with, all applicable requirements of The Nasdaq Stock Market and SEC rules and regulations.

In addition, our Board of Directors has determined that Mr.

Clark meets the financial literacy requirements under the rules of The Nasdaq Stock Market and the SEC and that he qualifies as Audit Committee financial expert as defined under SEC rules and regulations.

Compensation Committee

Our Compensation Committee oversees our corporate compensation policies, plans and programs.

Our Compensation Committee is responsible for, among other things:

• reviewing and approving, or making recommendations to our Board of Directors with respect to, the compensation of our chief executive officers and our other executive officers;

• overseeing an evaluation of our senior executives;

• overseeing and administering our cash and equity incentive plans;

• reviewing and making recommendations to our Board of Directors with respect to director compensation;

• reviewing and discussing annually with management our “Compensation Discussion and Analysis” disclosure if and to the extent then required by SEC rules;

• preparing the Compensation Committee report required by SEC rules.

The members of our Compensation Committee are Mr.

Clark and Ms.

Mr Clark serves as our Compensation Committee Chair.

Our Board of Directors has determined that each member of our Compensation Committee is independent within the meaning of the independent director guidelines of The Nasdaq Stock Market.

We believe that the composition of our Compensation Committee meets the requirements for independence under, and the functioning of our Compensation Committee complies with, all applicable requirements of The Nasdaq Stock Market and SEC rules and regulations.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee oversees and assists our Board of Directors in reviewing and recommending corporate governance policies and nominees for election to our Board of Directors.

Our Nominating and Corporate Governance Committee is responsible for, among other things:

• identifying individuals qualified to become members of our Board of Directors;

• recommending to our Board of Directors the persons to be nominated for election as directors and to each of our Board of Directors’ committees;

• reviewing and making recommendations to our Board of Directors with respect to our Board of Directors leadership structure;

• reviewing and making recommendations to our Board of Directors with respect to management succession planning;

• developing and recommending to our Board of Directors corporate governance principles;

• overseeing an annual evaluation of our Board of Directors.

As of December 31, 2023 the members of our Nominating and Corporate Governance Committee are Mr.

Mahatme and Dr.

Clark serves as our Nominating and Corporate Governance Committee Chair.

Our Board of Directors has determined that each member of our Nominating and Corporate Governance Committee is independent within the meaning of the independent director guidelines of The Nasdaq Stock Market.

Director Compensation

Employee directors are not compensated for Board of Directors services in addition to their regular employee compensation.

For 2023, the non-employee members of the Board of Directors were compensated as follows:

Cash compensation :

Each non-employee member of the Board received the following cash compensation (the “Retainer Cash Payments”):

• an annual retainer for each member of the Board of $48,000 paid in equal quarterly installments;

• the members of our Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive an additional annual retainer of $6,500 for their service on each committee;

• the Chairs of the Audit, Compensation and Nominating and Corporate Governance Committees were eligible to receive annual retainers of $36,700, $13,000, and $13,000, respectively.

We reimbursed our non-employee directors for all reasonable out-of-pocket expenses incurred in the performance of their duties as directors.

Equity Compensation :

Each non-employee director received a stock option annual grant to purchase 35,000 shares of the Company’s common stock, par value $0.01, at a strike price equal to the fair market value of the common stock on the grant date, which shall vest in four equal quarterly installments, with the first such installment occurring on March 31 in the year of grant.

Each new non-employee director appointed during 2023 received a stock option grant to purchase 200,000 shares of the Company’s common stock, par value $0.01, at a strike price equal to the fair market value of the common stock on the grant

date, which shall vest in four equal annual installments, with the first such installment occurring on the one-year anniversary of the grant date.

Each new non-employee director appointed during 2023 was also granted a prorated annual grant for their service in the fourth quarter of 2023, at a strike price equal to the fair market value of the common stock on the grant date, which vested in full on December 31, 2023.

For 2023, each non-employee director may elect to convert all or a portion of his or her Retainer Cash Payments into a number of options (the “Retainer Option,” and such election, a “Retainer Option Election”) into a set number of options.

The number of shares subject to a Retainer Option will be equal to (i) the product of (A) the dollar value of the aggregate Retainer Cash Payments that the non-employee director elects to forego over the course of a specified period covered by a Retainer Option Election in favor of receiving a Retainer Option multiplied by (B) 3.0 (the “Retainer Option Multiplier”), divided by (ii) the fair market value of a share on the date of grant of the Retainer Option, provided that the number of shares covered by such Retainer Option shall be rounded to the nearest whole share.

The Retainer Options shall be awarded annually and vest in four equal quarterly installments on March 31, June 30, September 30 and December 31 following the Retainer Option Election, subject to the director remaining as a non-employee director on each such vesting date.

The election must have been made by December 31 of the preceding year.

The following table sets forth information concerning compensation paid or earned for services rendered to us by the non-employee members of our Board of Directors for the fiscal year ended December 31, 2023.

Compensation paid to Mr.

Zanganeh and Mr.

Soni is included in the section entitled, “Executive Compensation” and excluded from the table below:

Name Fees Earned or Paid in Cash ($)

Option Awards ($) (1)

25,792 308,855 334,647

Robert Booth (2)

1,425 263,344 264,769

Ujwala Mahatme — 293,685 293,685

Alessandra Cesano 27,250 199,744 226,994

Michelle Xia (3)

_______________

(1) Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718.

These amounts do not correspond to the actual value that will be realized by our directors.

The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements.

(2) Fees earned or paid in cash for Mr.

Clark and Mr.

Booth were a result of these individuals filling the vacancies left by Mr.

Soni as described above.

Xia did not receive any compensation for her role as a member of the Company's Board of Directors in 2023.

The aggregate number of shares subject to stock options outstanding and exercisable on December 31, 2023 for each non-employee director is as follows:

Name Aggregate Number of Stock Options Outstanding as of December 31, 2023

Aggregate Number of Stock Options Exercisable as of December 31, 2023

Robert Booth 273,950 123,950

Alessandra Cesano 255,516 105,516

Clark 369,160 269,160

Ujwala Mahatme 386,712 336,712

DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires that our executive officers and directors and other persons who beneficially own more than 10% of a registered class of our equity securities file with the SEC reports of ownership and reports of changes in ownership of shares and other equity securities.

Such executive officers and directors and other persons who beneficially

own more than 10% of a registered class of our equity securities are required by the SEC to furnish us with copies of all Section 16(a) reports filed by such reporting persons.

Based solely on our review of such forms furnished to us or written representations provided to us by the reporting person, we are aware of no late Section 16(a) reports required to be filed by our executive officers, directors and other persons who beneficially own more than 10% of a registered class of our equity securities in the year ended December 31, 2023, other than:

(i) a late Form 4 to report the acquisition by Akeso of 10,000,000 shares of common stock on January 17, 2023 in connection with the entry into the License Agreement;

and (ii) a late Form 4 to report the acquisition by Akeso of 21,523,530 shares of common stock on March 7, 2023 in the Company’s 2023 Rights Offering.

Xia is a stockholder and exercises the right to vote approximately 28.9% of Akeso's ordinary shares, and serves as chairwoman, president and chief executive officer of Akeso.

Xia disclaims beneficial ownership of the shares of Issuer's Common Stock beneficially owned by Akeso, except to the extent of her pecuniary interest therein.

Xia filed a Form 5 on February 14, 2024 to report each of the transactions described in clauses (i) and (ii) of this paragraph.

Executive Compensation

EXECUTIVE COMPENSATION

Compensation Committee Report

The information contained in the following report of the Compensation Committee shall not be deemed to be “soliciting material” or to otherwise be considered “filed” with the SEC, nor shall such information be incorporated by reference into any future filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act except to the extent that the Company specifically incorporates it by reference into such filing.

The Compensation Committee has reviewed and discussed the following “Executive Compensation” section of this Annual Report with management.

Based on this review and discussion, the Compensation Committee recommended to our Board of Directors that such information be included in this Annual Report.

Members of the Compensation Committee:

Clark (Chair)

Ujwala Mahatme

The information required in response to this item will be set forth in our definitive proxy statement for the 2025 annual meeting of stockholders and is incorporated herein by reference.

Executive Compensation

The following is a discussion and analysis of compensation arrangements of our named executive officers (NEOs).

This discussion contains forward looking statements that are based on our current plans, considerations, expectations and determinations regarding future compensation programs.

Actual compensation programs that we adopt may differ materially from currently planned programs as summarized in this discussion.

As a smaller reporting company, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to smaller reporting companies.

We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive.

Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives.

Our NEOs for fiscal year 2023 were as follows, who are comprised of (1) our principal executive officers in fiscal year 2023 and (2) our next most highly compensated executive officers who were serving as executive officers as of December 31, 2023:

Duggan, our Chief Executive Officer and Executive Chairman;

• Mahkam Zanganeh, our Chief Executive Officer, President and Director;

• Manmeet Soni, our Chief Operating Officer and Director

• Ankur Dhingra, our Chief Financial Officer;

Summary Compensation Table

The following table provides information regarding the compensation of our principal executive officers and our next two most highly compensated executive officers, who were serving as executive officers as of December 31, 2023:

Name and Principal Position Year Salary ($)

Option Awards ($) (2)

All Other Compensation ($) (3)

Chief Executive Officer and Executive Chairman (4)

Mahkam Zanganeh, Director, Chief Executive Officer, and President

(1) 19,905,115 (7)

57,809 20,562,924

450,000 452,500 307,200 (8)

32,349 1,242,049

450,000 182,250 8,987,768 19,196 9,639,214

Manmeet Soni, Chief Operating Officer

(1) 23,381,640 (9)

Ankur Dhingra, Chief Financial Officer

2023 500,000 (6)

(1) — 30,001 530,001

264,231 381,918 694,464 (10)

22,237 1,362,850

_______________

(1) Final bonus amounts for 2023 have not yet been approved by the Compensation Committee and will be paid in April 2024.

(2) Amounts shown represent the aggregate grant date fair value of the option awards computed in accordance with FASB ASC Topic 718.

These amounts do not correspond to the actual value that will be realized by our named executive officers.

The assumptions used in the valuation of these awards are consistent with the valuation methodologies specified in the notes to our financial statements.

(3) The amounts paid for all other compensation consisted of the following:

Name and Principal Position Year Health, Life and Disability Benefits ($)

401(k) Match/Pension Scheme ($) Director Fees

Chief Executive Officer and Executive Chairman (3)

Mahkam Zanganeh, Director, co- Chief Executive Officer, and President

38,009 19,800 — 57,809

14,049 18,300 — 32,349

1,796 17,400 — 19,196

6,178 — 125,521 131,699

Ankur Dhingra, Chief Financial Officer

2023 30,001 — — 30,001

2022 22,237 — — 22,237

Duggan has declined any compensation from the Company.

Zanganeh’s salary was increased to from $450,000 per annum to $600,000 per annum effective January 1, 2023.

Dhingra’s salary was increased from $450,000 per annum to $500,000 per annum effective January 1, 2023.

Zanganeh was awarded 11,988,198 of options which vest in four equal annual installments, with an aggregate fair value associated at the date of grant date of $16,524,442.

Zanganeh was also awarded 11,988,198 of stock options with performance-based criteria and market service conditions with an aggregate fair value at the grant date of $16,903,359, assuming 100% of the performance conditions are achieved.

Only 20% of these awards were estimated to be probable at December 31, 2023 and these awards have a fair value associated with the awards at the date of grant of $3,380,673.

Zanganeh was awarded stock options with performance-based criteria and market service conditions with an aggregate fair value at the grant date of $1,384,400, assuming 100% of the performance conditions are achieved.

20% of the awards were estimated to be probable at December 31, 2023 and these awards have a fair value associated with the awards at grant date of $307,200.

Soni was awarded 14,000,000 stock options which vest in four equal annual installments, with an aggregate fair value associated at the date of grant date of $19,297,495.

Mr Soni was also awarded 14,000,000 stock options with performance-based criteria and market service conditions with an aggregate fair value at the grant date of $19,740,000, assuming 100% of the performance conditions are achieved.

Only 20% of these awards were estimated to be probable at December 31, 2023 and these awards have a fair value associated with the awards at the date of grant of $3,948,000.

Prior to joining the Company as Chief Operating Officer, Mr.

Soni was granted options for serving on the Company's Board of Directors with a fair value of $136,145.

Dhingra was awarded 600,000 of options which vest in four equal annual installments, with an aggregate fair value associated at the date of grant date of $563,064.

Mr Soni was also awarded 750,000 of stock options with performance-based criteria and market service conditions with an aggregate fair value at the grant date of $587,600, assuming 100% of the performance conditions are achieved.

Only 20% of these awards were estimated to be probable at December 31, 2023 and these awards have a fair value associated with the awards at the date of grant of $131,400.

Outstanding Equity Awards at Fiscal Year-End

The following table presents certain information concerning equity awards held by our principal executive officer and our next most highly compensated executive officer, who were serving as executive officers as of December 31, 2023:

Option Awards

Name Number of securities underlying outstanding options Option exercise price ($/sh) Option expiration date

Grant date Exercisable Unexercisable

Duggan, Chief Executive Officer and Executive Chairman — — — — —

Mahkam Zanganeh, Director, Chief Executive Officer, and President

150,000 50,000 $ 3.71 11/11/2030

11/11/2020 3,323 — $ 3.71 11/11/2030

11/22/2020 (1)

1,800,000 600,000 $ 4.40 11/22/2030

12/15/2021 (2)

— 15,000 $ 4.75 12/15/2031

6/28/2022 (3)

— 1,300,000 $ 1.06 6/28/2032

— 500,000 $ 1.29 9/9/2032

10/13/2023 (3)

— 11,988,198 $ 1.68 10/13/2033

Manmeet Soni, Director, Chief Operating Officer (6)

12/23/2019 200,000 $ 1.37 12/23/2029

5/1/2020 27,273 $ 3.30 5/1/2030

2/19/2021 (4)

25,000 $ 7.33 2/19/2031

25,000 $ 2.82 1/3/2032

82,446 $ 2.82 1/3/2032

35,000 $ 5.00 1/3/2033

10/13/2023 (3)

14,000,000 $ 1.68 10/13/2033

Ankur Dhingra, Chief Financial Officer 5/31/2022 (5)

150,000 450,000 $ 1.33 5/31/2032

6/28/2022 (3)

— 400,000 $ 1.06 6/28/2032

— 350,000 $ 1.29 9/9/2032

_______________

(1) Option award was originally a performance-based award.

In September 2021, this award was modified to a time-based award, which vest in four equal annual installments beginning on November 22, 2021.

(2) Options vest in three years on December 15, 2024.

(3) Option award is a performance-based award with market service conditions.

As of December 31, 2023, none of the conditions had been met.

(4) Options vest in four equal quarterly installments.

(5) Options vest in four equal annual installments beginning May 31, 2023.

(6) On October 13, 2023, the Company appointed Manmeet Soni as Chief Operating Officer.

Awards granted prior to October 13, 2023 were for Mr.

Soni’s service on the Company’s Board of Directors.

Narrative to Summary Compensation Table and Outstanding Equity Awards at Fiscal Year End

Employment Agreement with Mahkam Zanganeh

We entered into an employment agreement with Dr.

Zanganeh, our current Chief Executive Officer and President, on November 22, 2020.

The employment relationship between the Company and Dr.

Zanganeh is “at-will”, and the employment agreement has no specific term.

Zanganeh’s annual base salary as of December 31, 2022 was $450,000.

Pursuant to her employment agreement, upon her appointment she received a grant of options to purchase 2,400,000 shares of our common stock, vesting in four equal annual installments, subject to the satisfaction of certain performance conditions.

During fiscal year ended December 31, 2021, the Compensation Committee of the Board of Directors determined to eliminate the requirements for satisfying performance-based stock option awards and deemed all performance-based vesting requirements satisfied.

Following this determination, the option awards are subject only to previous existing time-based vesting conditions.

Zanganeh was eligible for an annual target bonus equal to 45% of her salary in 2021 and 2022 and 60% of her annual base salary for 2023, subject to achievement of performance objectives.

Zanganeh was paid a discretionary cash bonus of $182,250 relating to 2021 and this bonus was paid in March of 2022.

Zanganeh was paid a discretionary cash bonus of $202,500 and an extraordinary bonus of $250,000 relating to 2022 and this bonus was paid in January 2023.

Zanganeh’s salary was increased to from $450,000 per annum to $600,000 per annum effective January 1, 2023.

Zanganeh is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other senior executives.

During her term of service as an executive officer, Dr.

Zanganeh will not receive compensation that would otherwise be owed to her in her capacity as a member of our Board of Directors.

Employment Agreement with Manmeet Soni

We entered into an employment agreement with Mr.

Soni, our Chief Operating Officer on October 13, 2023.

The employment relationship between the Company and Mr.

Soni is “at-will”, and the employment agreement has no specific term.

Soni’s annual base salary as of December 31, 2023 was $600,000.

Pursuant to his employment agreement upon his appointment he received a grant of options to purchase 14,000,000 shares of our common stock, vesting in four equal annual installments.

In addition, Mr.

Soni received a performance-based grant of options to purchase 14,000,000 shares of our common stock, vesting annually over four years, subject to the satisfaction of certain performance and market service conditions.

Soni will be eligible for a yearly discretionary cash bonus in an amount solely determined by the Company of up to 60% of annual base salary.

Employment Agreement with Ankur Dhingra

We entered into an employment letter with Mr.

Dhingra, our Chief Financial Officer, on April 15, 2022.

The employment relationship between the Company and Mr.

Dhingra is “at-will”, and the employment agreement has no specific term.

Dhingra’s annual base salary as of December 31, 2023 was $500,000.

Pursuant to his employment agreement, upon his appointment he received a grant of options to purchase 600,000 shares of our common stock, vesting in four equal annual installments on the date approved by the Compensation Committee, and then on the next three anniversaries of such date.

Dhingra was eligible in 2022 for an annual target bonus equal to 50% of his annual base salary, payable in accordance with the Company’s normal payroll practices.

Dhingra was paid a discretionary cash bonus of $131,918 and an extraordinary bonus of $250,000 relating to 2022 and this bonus was paid in January 2023.

Dhingra’s salary was increased from $450,000 per annum to $500,000 per annum effective January 1, 2023.

Dhingra is eligible to participate in employee benefit plans maintained from time to time by us of general applicability to other senior executives.

PAY VERSUS PERFORMANCE

As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive

compensation and certain financial performance of our Company.

The disclosure included in this section is prescribed by SEC rules and does not necessarily align with how the Company or the compensation committee view the link between the Company’s performance and its NEOs pay.

The information required in response to this item will be set forth in our definitive proxy statement for the 2025 annual meeting of stockholders and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of February 9, 2024 with respect to the beneficial ownership of our common stock by (i) each person we believe beneficially holds more than 5% of the outstanding shares of our common stock based solely on our review of SEC filings or information provided to us by such person;

(ii) each director and nominee;

(iii) each named executive officer listed in the table entitled, “Summary Compensation Table” under the section entitled, “Executive Compensation”;

and (iv) all directors and executive officers as a group.

As of February 9, 2023, 701,697,179 shares of our common stock were issued and outstanding.

Unless otherwise indicated, all persons named as beneficial owners of our common stock have sole voting power and sole investment power with respect to the shares indicated as beneficially owned.

Unless otherwise noted below, the address of each stockholder listed on the table is c/o Summit Therapeutics Inc., 601 Brickell Key Drive, Suite 1000, Miami, FL 33131.

Name and Address of Beneficial Owner

Number of Shares Owned (1)

Right to Acquire Shares (2)

Total Beneficial Ownership

Percent of Class (3)

5% Stockholders:

548,369,106 4,003,691 552,372,797 78.3%

Mahkam Zanganeh (5)

35,268,388 2,269,004 37,537,392 5.3%

31,523,530 8,750 31,532,280 4.5%

Named executive officers and directors:

548,369,106 4,003,691 552,372,797 78.3%

Mahkam Zanganeh (5)

35,268,388 2,269,004 37,537,392 5.3%

31,523,530 8,750 31,532,280 4.5%

2,976,190 394,719 3,370,909 *

Ankur Dhingra (8)

294,485 150,000 444,485 *

Clark — 295,533 295,533 *

Robert Booth — 144,613 144,613 *

Ujwala Mahatme — 358,606 358,606 *

Alessandra Cesano — 119,607 119,607 *

All named executive officers and directors as a group (9 people)

618,431,699 7,744,523 626,176,222 88.3 %

_______________

(*) Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.

(1) Excludes shares that may be acquired through the exercise of outstanding stock options or other equity awards.

(2) Represents shares issuable within 60 days after February 9, 2024 upon exercise of exercisable options and warrants;

however, unless otherwise indicated, these shares do not include any equity awards awarded after February 9, 2024.

(3) For purposes of calculating the Percent of Class, shares that the person or entity had a right to acquire within 60 days after February 9, 2024 are deemed to be outstanding when calculating the Percent of Class of such person or entity.

(4) This information is based upon a Schedule 13D/A filed by Mr.

Duggan with the Securities and Exchange Commission on February 16, 2023, updated by a Form 4 filed by Mr.

Duggan on January 4, 2024, and information known to the Company.

The 552,372,797 shares of common stock beneficially owned by Mr.

Duggan includes (i) 548,369,106 shares of common stock, 9,346,434 shares of common stock, representing the number of shares of common stock issued to Mr.

Duggan as payment of interest in connection with the Note Purchase Agreement, (ii) warrants to purchase 3,985,055 shares of common stock, which are exercisable until December 24, 2029 and (iii) options to purchase 18,636 shares of Common Stock, comprised of 18,636 options (exercisable beginning on March 31, 2024 and exercisable until January 2, 2034).

(5) This information is based upon a Schedule 13D/A filed by Dr.

Zanganeh with the Securities and Exchange Commission on March 13, 2023, updated by a Form 4 filed by and information known to the Company.

The 37,537,392 shares of Common Stock beneficially owned consist of (i) 35,268,388 shares of Common Stock owned in the aggregate by the Mahkam Zanganeh Revocable Trust and the Shaun Zanganeh Irrevocable Trust, (ii) warrants to purchase 315,681 shares of Common Stock (exercisable until December 24, 2029), and (iii) options to purchase 1,953,323 shares of Common Stock, comprising of 153,323 options (exercisable beginning on December 31, 2020 and exercisable until November 11, 2030) and 1,800,000 options (exercisable beginning on November 22, 2021 and exercisable until November 22, 2030).

Of the warrants to purchase 315,681 shares of Common Stock, 315,681 are held by the Shaun Zanganeh Irrevocable Trust.

The options to purchase 1,953,323 shares of Common Stock are held individually by Dr.

(6) The shares beneficially owned by Dr.

Xia include (i) 31,520,000 shares of Common Stock owned by Akeso, a company in which Dr.

Xia is a stockholder and exercises the right to vote approximately 28.9% of Akeso’s ordinary shares, and in which Dr.

Xia serves as chairwoman, president and chief executive officer, and (ii) options to purchase 8,750 shares of Common Stock held individually by Dr.

Xia disclaims beneficial ownership of all shares of Common Stock held by Akeso, except to the extent of her pecuniary interest therein.

(7) This information is based upon a Form 4 filed by Mr.

Soni with the securities and Exchange Commission on October 16, 2023 and information known to the Company.

The 3,370,909 shares of common stock beneficially owned by Mr.

Soni includes 2,976,190 shares acquired in the private placement on October 13, 2023.

(8) This information is based upon a Form 4 filed by Mr.

Dhingra with the Securities and Exchange Commission on December 13, 2023 and information known to the Company.

The 444,485 shares of common stock beneficially owned by includes (i) 39,527 shares of common stock directly owned and (ii) 254,958 shares of common stock indirectly held by the Dhingra Family Revocable Trust.

EXECUTIVE OFFICERS

Biographical data for our current executive officers, including their ages as of December 31, 2023 is set forth below, except Mr.

Duggan’s, Dr.

Zanganeh and Mr.

Soni’s biography, each of which are included under the heading, “Board of Directors and Committees of the Board” above.

Ankur Dhingra , age 48, has served as Chief Financial Officer since May 2022.

Dhingra served as Chief Financial Officer at CareDx, a company focused on transplant patient journey, from March 25, 2021 through May 25, 2022.

In his role at CareDx, Mr.

Dhingra was responsible for finance, information technology and market access functions.

Prior to CareDx, Mr.

Dhingra spent 18 years at Agilent Technologies (“Agilent”) in various finance and business management roles.

From January 2019 through March 2021, he was Vice President of Investor Relations and prior to that, Mr.

Dhingra served as Group CFO for Agilent’s Life Sciences and Applied Markets business.

Dhingra has demonstrated a track record of success scaling businesses by executing and influencing growth-oriented business strategies, expanding margins and deploying M&A policies.

He has extensive experience managing global teams of finance and accounting professionals.

Dhingra is a qualified Chartered Accountant (India).

Equity Compensation Plan Information

The following table presents information about our equity compensation plans as of December 31, 2023:

Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights (a) Weighted average exercise price of outstanding options, warrants and rights ($) Number of securities remaining available for future issuance under equity compensation plans excluding securities reflected in column (a)

Equity compensation plans approved by security holders (1)

105,809,178 $ 1.95 3,261,496

Equity compensation plans not approved by security holders (2)

69,973 $ 1.44 —

_______________

(1) Includes the following plans:

the 2020 Stock Incentive Plan (the “Stock Incentive Plan”), the 2016 Long Term Incentive Plan (the “LTIP”) and the 2005 EMI Scheme Rules (the “EMI Plan” and together with the LTIP, the “Legacy Plans”).

Our Stock Incentive Plan provides that the number of shares available for issuance thereunder will be increased on the first day of each fiscal year beginning with the 2021 fiscal year in an amount equal to the least of (i) 6,400,000 shares, (ii) 4% of the outstanding shares of our common stock as of such date, or (iii) such number of shares as determined by our Board of Directors.

On January 1, 2024, the number of shares available for issuance under the Stock Incentive Plan increased by 6,400,000 shares pursuant to these provisions.

This increase is not reflected in the table above.

On September 18, 2020, the Company became the successor issuer to Summit Therapeutics plc (“Old Summit”), at which point the Company assumed Old Summit’s obligations under our Legacy Plans and replaced all equity awards granted under the Legacy Plans with equivalent equity awards for our common stock.

Excludes shares issued under the 2020 Employee Stock Purchase Plan.

(2) Includes outstanding warrants granted to Elaine Stracker for consultancy services provided to the Company pursuant to the Company’s consultancy agreement that was terminated by mutual agreement in June 2020.

Certain Relationships and Related Party Transactions

The information required in response to this item will be set forth in our definitive proxy statement for the 2025 annual meeting of stockholders and is incorporated herein by reference.

Certain Relationships and Related Party Transactions

Our Board of Directors has adopted written policies and procedures for the review of any transaction, arrangement or relationship in which the Company is a participant, the amount involved exceeds $120,000, and one of our executive officers, directors, director nominees or 5% stockholders (or their immediate family members), each of whom we refer to as a “related person,” has a direct or indirect material interest.

If a related person proposes to enter into such a transaction, arrangement or relationship, which we refer to as a “related person transaction,” the related person must report the proposed related person transaction to our Chief Executive Officers or principal financial officer.

The policy calls for the proposed related person transaction to be reviewed and, if deemed appropriate, approved by our Audit Committee.

Whenever practicable, the reporting, review and approval will occur prior to entry into the transaction.

If advance review and approval is not practicable, the Audit Committee will review, and, in its discretion, may ratify the related person transaction.

The policy also permits the Chair of the Audit Committee to review and, if deemed appropriate, approve proposed related person transactions that arise between Audit Committee meetings, subject to ratification by the Audit Committee at its next meeting.

Any related person transactions that are ongoing in nature will be reviewed annually.

A related person transaction reviewed under the policy will be considered approved or ratified if it is authorized by the Audit Committee after full disclosure of the related person’s interest in the transaction.

As appropriate for the circumstances, the Audit Committee will review and consider:

• the related person’s interest in the related person transaction;

• the approximate dollar value of the amount involved in the related person transaction;

• the approximate dollar value of the amount of the related person’s interest in the transaction without regard to the amount of any profit or loss;

• whether the transaction was undertaken in the ordinary course of our business;

• whether the terms of the transaction are no less favorable to us than terms that could have been reached with an unrelated third party;

• the purpose of, and the potential benefits to us of, the transaction;

• any other information regarding the related person transaction or the related person in the context of the proposed transaction that would be material to investors in light of the circumstances of the particular transaction.

The Audit Committee may approve or ratify the transaction only if the Audit Committee determines that, under all of the circumstances, the transaction is in the best interests of the Company and its stockholders.

The Audit Committee may impose any conditions on the related person transaction that it deems appropriate.

In addition to the transactions that are excluded by the instructions to the SEC’s related person transaction disclosure rule, our Board of Directors has determined that the following transactions do not create a material direct or indirect interest on behalf of related persons and, therefore, are presumed not to be related person transactions for purposes of this policy:

• interests arising solely from the related person’s position as an executive officer of another entity (whether or not the person is also a director of such entity), that is a participant in the transaction, where (a) the related person and all other related persons own in the aggregate less than a 10% equity interest in such entity, (b) the related person and his or her immediate family members are not involved in the negotiation of the terms of the transaction and do not receive any special benefits as a result of the transaction, and (c) the amount involved in the transaction equals less than the greater of $200,000 or 5% of the annual gross revenues of the entity receiving payment under the transaction;

• a transaction that is specifically contemplated by provisions of our charter or Bylaws.

The policy provides that transactions involving compensation of executive officers shall be reviewed and approved by our Compensation Committee in the manner specified in its charter.

Related Party Transactions

In addition to the compensation arrangements, including employment, termination of employment and change in control arrangements discussed above in the sections titled “Director Compensation” and “Executive Compensation,” we describe below transactions and series of similar transactions, since the beginning of our last fiscal year, to which we were a party or will be a party, in which:

• the amounts involved exceeded or will exceed $120,000;

• any of our directors, nominees for director, executive officers or holders of more than 5% of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest.

Transactions with Robert W.

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 matured and became 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 was originally due on September 15, 2023.

The maturity dates of the December 2022 Notes could have been 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 consummates 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 “2023 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) the Duggan September Note following the completion of a capital raising transaction subsequent to the 2023 Rights Offering in an amount equal to the lesser of (A) the net proceeds of such capital raise or (B) 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 faces 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 were paid on the date of signing for the period through February 15, 2023.

Such prepaid interest was paid in a number of shares of the Company’s common stock, par value $0.01 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 $0.01), which was 9,346,434 shares to Mr.

Duggan and 373,857 shares to Dr.

For all applicable periods following 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.

In connection with the closing of the 2023 Rights Offering, the $400 million Duggan February Note matured and became due, and the Company repaid all principal and accrued interest thereunder using a portion of the proceeds from the 2023 Rights Offering.

During the year ended December 31, 2023, the Company made payments for interest of $10.7 million .

On February 17, 2024 the Duggan February Note was amended to extend the maturity date from September 6, 2024 to April 1, 2025.

Interest shall be paid upon maturity of the loan.

On March 10, 2022, the Company entered into a note purchase agreement with Mr.

Duggan, pursuant to which Mr.

Duggan 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”).

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

The 2022 Note became 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, and was repaid on August 10, 2022.

On August 16, 2022, 94,849,203 shares were purchased by Mr.

Duggan in connection with the July 2022 rights offering (“2022 Rights Offering”).

Transactions with Dr.

Mahkam Zanganeh

In December 2023, Dr.

Zanganeh exercised warrants to purchase 805,495 shares.

Refer to Note 20 in our consolidated financial statements contained in this Annual Report on Form 10-K for the warrants exercise activity for the year ended December 31, 2023.

As described above, on December 6, 2022, the Company entered into the Note Purchase Agreement with Mr.

Duggan and Dr.

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

Duggan and Dr.

Zanganeh the Notes in the aggregate amount of $520 million.

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

Zanganeh the Zanganeh Note in the amount of $20 million, which matured and became due on February 15, 2023.

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

Such prepaid interest was paid in a number of shares of the Company’s common stock equal to the dollar amount of such prepaid interest, which was 373,857 shares to Dr.

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

On August 16, 2022, (i) 184,430 shares were purchased by Dr.

Zanganeh (ii) 4,593,777 shares were purchased by the Mahkam Zanganeh Revocable Trust, of which Dr.

Zanganeh is a trustee, and (iii) 1,030,925 shares were purchased by the Shaun Zanganeh Irrevocable Trust, of which Dr.

Zanganeh is a trustee in connection with the 2022 Rights Offering.

On May 12, 2021, 389,977 shares were purchased by the Mahkam Zanganeh Revocable Trust in connection with the 2021 Rights Offering.

On March 26, 2021, the Company entered into the Sublease with Dr.

Zanganeh and Associates, Inc.

(“MZA”) consisting of 4,500 square feet of space at 2882 Sand Hill Road, Menlo Park, CA (the “Sublease”).

The Sublease runs until

September 2022.

The rent payable under the terms of the Sublease is equivalent to the proportionate share of the rent payable by MZA to the third party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied.

During the year ended December 31, 2021, payments of $556 thousand were made pursuant to the sublease.

During the year ended December 31, 2022, payments of $537 thousand were made pursuant to the sublease.

On July 25, 2022, the Company entered into the First Amendment, dated July 19, 2022 to the Sublease with MZA.

The existing Sublease term, which was set to expire on September 30, 2022, was extended for a period of thirty-nine months from October 1, 2022 through December 31, 2025.

The rent payable under the terms of the Sublease is equivalent to the proportionate share of the net payable by MZA to the third-party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied.

During the year ended December 31, 2023, payments of $0.8 million , were made pursuant to the first amendment to the Sublease Agreement.

On July 29, 2022, the Company entered into the Second Amendment, dated August 1, 2022, to the Sublease with MZA.

The Second Amendment was effective as of August 1, 2022 and expires on December 31, 2025.

The Second Amendment includes an additional 1,277 square feet (the “ Expansion Premises”) of office space at 2882 Sand Hill Road, Menlo Park, California.

During the year ended December 31, 2023 payments of $218 thousand, were made pursuant to the Secondment Amendment to the Sublease.

Transactions with Dr.

Yu (Michelle) Xia

On December 5, 2022, the Company entered into a Collaboration and License Agreement (the “License Agreement”) with Akeso, Inc.

and its affiliates (“Akeso”) and certain ancillary transaction documents as set forth in the License Agreement.

The License Agreement closed on January 17, 2023 following customary waiting periods, 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 $200 million remaining amount of the $500 million upfront payment was paid on March 5, 2023.

The Company and Akeso also entered into Amendment No.

1 to the License Agreement, dated January 16, 2023 (the “License Agreement Amendment”), to modify the Akeso party receiving payments under the License Agreement from Akeso Biopharma Co., Ltd.

to Akeso, Inc.

Upon the closing of the License Agreement, the Board of Directors of the Company appointed Dr.

Yu (Michelle) Xia, current Chief Executive Officer and Chairwoman of Akeso, to serve as a member of the Board of Directors pursuant to the terms of the License Agreement.

The Company paid approximately $2.5 million to Akeso during year ended December 31, 2023.

As of December 31, 2023, the Company included in accrued expenses approximately $3.6 million due to Akeso.

Transactions with Mr.

On October 16, 2023, the Company announced the appointment of Mr.

Manmeet Soni as its Chief Operating Officer, effective immediately.

Soni has been a part of the Company’s Board of Directors since 2019.

He will remain a member of the Board of Directors.

In conjunction with his appointment, Mr.

Soni entered into a share purchase agreement with the Company to purchase $5.0 million of its common stock via a private placement.

The transaction was effective October 13, 2023 with a closing price of $1.68, resulting in the purchase of 2,976,190 shares of the Company’s common stock.

Indemnification Agreements

Our certificate of incorporation provides that we will indemnify our directors and officers to the fullest extent permitted by Delaware law.

In addition, we have entered into indemnification agreements with all of our directors and named executive officers.

These indemnification agreements may require us, among other things, to indemnify each such director or executive officer for some expenses, including attorneys’ fees, judgments, fines, and settlement amounts incurred by him or her in any action or proceeding arising out of his or her service as one of our directors or executive officers.

Employment Arrangements

We have entered into employment agreements with certain of our executive officers.

For more information regarding the agreements with our named executive officers, see “Executive Compensation.”

The information required in response to this item will be set forth in our definitive proxy statement for the 2025 annual meeting of stockholders and is incorporated herein by reference.

Principal Accounting Fees and Services

Auditor Services and Fees

Policy on Audit Committee’s Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee reviews and pre-approves all audit and permissible non-audit services provided by the independent registered public accounting firm.

These services may include audit services, audit-related services and tax services, as well as specifically designated non-audit services which, in the opinion of the Audit Committee, will not impair the independence of the independent registered public accounting firm.

Pre-approval generally is provided for up to one year, and any pre-approval is detailed as to the particular service or category of services and generally is subject to a specific budget.

The independent registered public accounting firm and the Company’s management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, including the fees for the services performed to date.

In addition, the Audit Committee also may pre-approve particular services on a case-by-case basis, as necessary or appropriate.

The following table sets forth the approximate aggregate fees billed to the Company by PricewaterhouseCoopers LLP for the years ending December 31, 2023 and 2022, respectively (in thousands):

Year Ended December 31, 2023

Year Ended December 31, 2022

$ 1,175 $ 1,234

Audit-Related Fees

All Other Fees

$ 1,179 $ 1,238

Audit fees for both years consisted of professional services rendered for:

(i) the audit of our annual consolidated financial statements, (ii) statutory audits, (iii) the review of our consolidated financial statements included in our quarterly reports on Form 10-Q and (iv) audit services associated with other reports filed with the Securities and Exchange Commission.

Audit-Related Fees:

Consists of fees for professional services that are reasonably related to the performance of the audit or review of the Corporation’s financial statements and which are not reported under “Audit Fees” above.

There were no audit-related fees for the year ended December 31, 2023 and 2022, respectively.

Consists of fees for professional services for tax compliance, tax advice and tax planning.

There were no tax fees for the year ended December 31, 2023 and 2022, respectively.

All Other Fees:

All other fees for the year ended December 31, 2023 and 2022, respectively, related to a subscription to a global research and disclosure software platform.

The Audit Committee has concluded that the provision of the non-audit services listed above was compatible with maintaining the independence of PricewaterhouseCoopers LLP.

The information required in response to this item will be set forth in our definitive proxy statement for the 2025 annual meeting of stockholders and is incorporated herein by reference.

Exhibits, Financial Statement Schedules

Financial Statements

As part of this Report, the consolidated financial statements are listed in the accompanying index to financial statements on page 106.

As part of this Annual Report on Form 10-K, the consolidated financial statements are listed in the accompanying index to financial statements on page 87.

(2) Financial Statement Schedules

All financial statement schedules have been omitted because they are not applicable, not required, or the information required is shown in the consolidated financial statements or the notes thereto.

The exhibits filed as part of this Report are listed below.

2.1 Scheme of Arrangement, dated September 18, 2020 (incorporated by reference to Exhibit 99.1 to the Company’s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on July 27, 2020)

The exhibits filed as part of this Annual Report on Form 10-K are listed below.

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.

2 unchanged sentences

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.

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 to the Company's Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on July 29, 2022

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.

2 to Restated Certificate of Incorporation of Summit Therapeutics Inc., dated January 19, 2023 (incorporated by reference to Exhibit 5.1 to the Company's Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on January 20, 2023

4.1 Registration Rights Agreement, dated January 9, 2019, by and among Summit Therapeutics plc and Robert W.

7 unchanged sentences

001-36866), filed with the Securities and Exchange Commission on September 18, 2020)

4.5 Description of Securities Registered Under Section 12 of the Exchange Act (incorporated by reference to the description of securities contained in 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 unchanged sentences

001-36866), filed with the Securities and Exchange Commission on April 21, 2021)

10.1† Translation Award Funding Agreement, entered into as of October 19, 2012, by and between the Wellcome Trust Limited and Summit Therapeutics plc (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form F-1 (File No.

333-201807), as amended, filed with the Securities and Exchange Commission on February 27, 2015)

10.2 Service Agreement, effective as of January 14, 2015, by and between Cambridge Innovation Center and Summit Therapeutics Inc.

(incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form F-1 (File No.

333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015)

2005 Enterprise Management Incentive Scheme (incorporated by reference to Exhibit 4.3 to the Company’s Transition Report on 20-F (File No.

2 unchanged sentences

001-36866), filed with the Securities and Exchange Commission on May 12, 2016)

10.5† License and Collaboration Agreement, dated October 3, 2016, by and between Summit (Oxford) Ltd.

and Sarepta Therapeutics, Inc.

(incorporated by reference to Exhibit 4.23 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on March 30, 2017)

10.3 Lease, dated February 17, 2017, by and among MEPC Milton Park No.

2 unchanged sentences

001-36866), filed with the Securities and Exchange Commission on March 30, 2017)

10.7† Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S.

Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.26 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

10.8† Amendment of Solicitation/Modification of Contract (0001), dated June 19, 2018, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S.

Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.13 to the Company’s Transition Report on 20-F (File No.

333-36866) filed with the Securities and Exchange Commission on March 29, 2019)

10.9+ Amendment of Solicitation/Modification of Contract (0002), dated August 14, 2018, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S.

Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.14 to the Company’s Transition Report on 20-F(File No.

333-36866) filed with the Securities and Exchange Commission on March 29, 2019)

10.10+ Amendment of Solicitation/Modification of Contract (0003), dated February 14, 2019, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S.

Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.15 to the Company’s Transition Report on 20-F (File No.

333-36866), filed with the Securities and Exchange Commission on March 29, 2019)

10.11† License and Commercialization Agreement, dated December 18, 2017, by and between Summit (Oxford) Ltd.

and Eurofarma Laboratórios S.A.

(incorporated by reference to Exhibit 4.27 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

Share Purchase Agreement, dated December 23, 2017, by and among Summit Therapeutics plc and the shareholders of Discuva Limited (incorporated by reference to Exhibit 4.28 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

10.13† Transfer Incentive Agreement, dated December 23, 2017, by and among Discuva Limited and certain of its managers (incorporated by reference to Exhibit 4.29 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

10.4 Lease, dated December 22, 2017, by and between Merrifield Centre Ltd and Discuva Limited (incorporated by reference to Exhibit 4.31 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

10.15† Equity and Revenue Sharing Agreement, dated October 16, 2017, by and between Summit (Oxford) Limited and the Wellcome Trust Limited (incorporated by reference to Exhibit 4.32 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

10.5 Form of Non-Executive Director Restricted Stock Unit (RSU) Agreement (incorporated by reference to Exhibit 4.33 to the Company’s Annual Report on Form 20-F (File No.

001-36866), filed with the Securities and Exchange Commission on April 13, 2018)

10.17 Securities Purchase Agreement, dated December 14, 2018, by and among Summit Therapeutics plc and Robert W.

Duggan (incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on December 17, 2018)

10.18+ Amendment of Solicitation/Modification of Contract (0004), dated June 17, 2019, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S.

Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.24 to the Company’s Transition Report on 20-f (File No.

333-36866) filed with the Securities and Exchange Commission on April 30, 2020)

10.19 Securities Purchase Agreement, dated December 6, 2019, by and among Summit Therapeutics plc and Robert W.

Duggan (incorporated by reference to Exhibit 4.1 to the Company’s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on December 6, 2019)

10.20 Placing Agreement, December 6, 2019, by and between Summit Therapeutics plc and Nplus1 Singer Advisory LLP (incorporated by reference to Exhibit 4.2 to the Company’s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on December 6, 2019)

10.21 Consulting Agreement, dated December 6, 2019, by and between Summit Therapeutics plc and Maky Zanganeh & Associates, Inc.

(incorporated by reference to Exhibit 4.4 to the Company ’ s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on December 6, 2019)

10.22 Relationship Agreement, dated December 14, 2018, by and among Summit Therapeutics plc, Robert W.

Duggan and Cairn Financial Advisers LLP (incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on December 17, 2018)

10.23 Deed of Termination, dated December 6, 2019, by and among Summit Therapeutics plc, Robert Duggan and Cairn Financial Advisers LLP (incorporated by reference to Exhibit 4.3 to the Company’s Report on Form 6-K (File No.

001-36866), filed with the Securities and Exchange Commission on December 6, 2019)

10.24+ Amendment of Solicitation/Modification of Contract (0005), dated January 21, 2020, to Agreement, dated September 5, 2017, by and between Summit (Oxford) Limited and the U.S.

Department of Health and Human Services Biomedical Advanced Research and Development Authority (BARDA) (incorporated by reference to Exhibit 4.36 to the Company’s Transition Report on 20-F (File No.

333-36866) filed with the Securities and Exchange Commission on April 30, 2020)

Securities Purchase Agreement, dated October 2, 2020, by and between Summit Therapeutics Inc.

2 unchanged sentences

001-36866) filed with the Securities and Exchange Commission on October 5, 2020)

Securities Purchase Agreement, dated November 6, 2020, by and between Summit Therapeutics Inc.

and Polar Capital Fund plc - Biotechnology Fund (incorporated by reference to Exhibit 10.1 to the Company ’ s Current Report on Form 8-K (File No.

001-36866) filed with the Securities and Exchange Commission on November 6, 2020)

Securities Purchase Agreement, dated November 6, 2020, by and between Summit Therapeutics Inc.

and Mahkam Zanganeh Revocable Trust (incorporated by reference to Exhibit 10.2 to the Company ’ s Current Report on Form 8-K (File No.

001-36866) filed with the Securities and Exchange Commission on November 6, 2020)

Form of Indemnification Agreement between Summit Therapeutics Inc.

1 unchanged sentence

001-36866), filed with the Securities and Exchange Commission on September 18, 2020)

10.29# Offer of Employment, dated May 21, 2020, by and between Summit Therapeutics Inc.

and Michael Donaldson (incorporated by reference to Exhibit 10.25 to the Company ’ s Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on September 29, 2020)

10.30# Contract of Employment, dated May 29, 2020, by and between Summit Therapeutics Inc.

and Ventzislav Stefanov (incorporated by reference to Exhibit 10.26 to the Company ’ s Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on September 29, 2020)

2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

6 unchanged sentences

001-36866), filed with the Securities and Exchange Commission on September 18, 2020)

10.35# Contract of Employment, dated November 22, 2020, by and between Summit Therapeutics Inc.

and Mahkam Zanganeh (incorporated by reference to Exhibit 10.35 to the Company ’ s Annual Report on Form 10-K (File No.

001-36866), filed with the Securities and Exchange Commission on March 31, 2021)

10.12 Sublease Agreement, dated March 26, 2021, by and between Maky Zanganeh & Associates Inc.

2 unchanged sentences

001-36866), filed with the Securities and Exchange Commission on March 31, 2021)

10.37 Exit Agreement, dated May 28, 2021, by and between Summit Therapeutics Inc.

and Michael Donaldson (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on May 28, 2021)

Note Purchase Agreement, dated March 10, 2022, by and between Summit Therapeutics Inc.

23 unchanged sentences

Duggan (incorporated by reference to Exhibit 10.3 of Form 8-K filed by the Company on January 20, 2023, File No.

Amended and Restated 2020 Stock Incentive Plan, dated July 27, 2022

Amended and Restated 2020 Stock Incentive Plan, dated July 27, 2022 (incorporated by reference to Exh ibit 10.45 to the Company's Annual Report on Form 10-K (File No.

001-36866), filed with the Securities and Exchange Commission on March 9, 2023 )

First Amendment to Sublease Agreement, dated July 25, 2022, by and among Summit Therapeutics Inc.

and Maky Zanganeh and Associates, Inc.

(incorporated by reference to Exhibit 10.45 to the Company's Annual Report on Form 10-K (File No .

001-36866), filed with the Securities and Exchange Commission on March 9, 2023)

Second Amendment to Sublease Agreement, dated July 29, 2022, by and among Summit Therapeutics Inc.

and Maky Zanganeh and Associates, Inc.

Contract of Employment, dated April 15, 2022, by and between Summit Therapeutics Inc.

and Ankur Dhingra

(incorporated by reference to Exhibit 10.45 to the Company's Annual Report on Form 10-K (File No.

001-36866), filed with the Securities and Exchange Commission on March 9, 2023)

Employment Agreement, dated October 13, 2023, by and between Summit Therapeutics Inc.

and Manmeet Soni

10.50 Securities P urchase Agreement, dated October 13, 2023, by and between Summit Therapeutics Inc.

and Manmeet Soni

and Manmeet Soni (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q (File No.

001-36866), filed with the Securities and Exchange Commission on November 7 , 2023)

10.24 Securities Purchase Agreement, dated October 13, 2023, by and between Summit Therapeutics Inc.

and Manmeet Son i ( incorporated by reference to Exhibit 10.1 to the Company's Qua rterly Report on Form 10-Q (File No.

001-36866), filed with the Securities and Exchange Commi ssion on November 7, 2023)

10.25 Amended and Restated Promissory Note, dated February 17, 2024, by and between Summit Therapeutics Inc.

and Robert W.

14.1 Code of Business Conduct and Ethics of Summit Therapeutics Inc.

Restated Certificate of Incorporation (incorporated by reference to Exhibit 14.1 to the Company’s Current Report on Form 8-K (File No.

Duggan (incorporated by reference to Exhibit 10.51 to the Company's Annual Report on Form 10-K (File No.

001-36866), filed with the Securities and Exchange Commission on February 20, 2024).

10.26 Lease Agreement, dated January 8, 2024 by and between Brickell Key Center, LLC and Summit Therapeutics, Inc (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q (File No.

001-36866), filed with the Securities and Exchange Commission on May 1, 2024)

10.27 Distribution Agreement, dated May 13, 2024, by and between Summit Therapeutics Inc.

Morgan Securities LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on May 13, 2024)

Securities Purchase Agreement, dated June 3, 2024, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on June 3, 2024)

10.29+ Registration Rights Agreement, dated June 3, 2024, by and among the Company and the Investors named therein (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K (File No.

001-36866), filed with the Securities and Exchange Commission on June 3, 2024)

10.30† 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 (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q (File No.

001-36866), filed with the Sec urities and Exchange Commission on Aug ust 6, 202 4 .

10.31† Sublease, dated June 27, 2024, by and between Summit Therapeutics Inc.

and Duggan Investments Research LLC (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q (File No.

001-36866), filed with the Securities and Exchange Commission on August 6, 2024)

Sublease, dated June 27, 2024, by and between Summit Therapeutics Inc.

and Genius 24C Inc.

(incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on 10-Q (File No.

001-36866), filed with the Securities and Exchange Commission on August 6, 2024)

Third Amendment to Sublease, dated August 2, 2024, by and between Summit Therapeutics Sub, Inc.

and Zanganeh & Associates Inc.

(incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on 10-Q (File No.

001-36866), filed with the Securities and Exchange Commission on August 6, 2024)

Securities Purchase Agreement, dated September 11, 2024, by and among Summit Therapeutics Inc.

and the Investors named therein (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed (File No.

001-36866), filed with the Securities and Exchange Commission on September 12, 2024)

10.35+ Registration Rights Agreement, dated September 11, 2024, by and among Summit Therapeutics Inc.

and the Investors named therein (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed (File No.

001-36866), filed with the Securities and Exchange Commission on September 12, 2024)

Code of Business Conduct and Ethics of Summit Therapeutics Inc .

I nsider Trading Policy

21.1* List of Significant Subsidiaries

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§1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002

S um mit Ther apeutics , Inc.

Incentive-bas ed Compensation Clawback Policy

Summit Therapeutics, Inc.

Incentive-based Compensation Clawback Policy (incorporated by reference to Exhibit 97.1 to the Company's Annual Report on Form 10-K (File No.

001-36866), filed with the Securities and Exchange Commission on February 20, 2024)

101.INS* Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

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† Portions of this exhibit have been omitted in compliance with Regulation S-K Item 601(b)(10)(iv) because the Registrant has determined that the information is not material and is the type that the Registrant treats as private or confidential.

+ Certain portions of this exhibit have been omitted because they are not material and would likely cause competitive harm to the registrant if disclosed.

+ 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.

(1) The schedules and exhibits have been omitted.

A copy of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

A copy of any omitted schedule or exhibit will be furnished to the SEC upon request.

# Indicates management contract or compensatory plan or arrangement.

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/s/ Robert W.

Chief Executive Officer and Executive Chairman;

Principal Executive Officer

Co-Chief Executive Officer and Executive Chairman (Principal Executive Officer)

/s/ Mahkam Zanganeh

Mahkam Zanganeh

Chief Executive Officer, President and member of the Board;

Co-Chief Executive Officer, President and Director

(Principal Executive Officer)

/s/ Ankur Dhingra

Ankur Dhingra

Chief Financial Officer;

Principal Financial Officer

/s/ Manmeet S.

Chief Operating Officer, Chief Financial Officer and Director (Principal Financial Officer)

February 24, 2025

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/s/ Robert W.

Duggan Chief Executive Officer and Executive Chairman ( Principal Executive Officer )

Duggan Co-Chief Executive Officer and Executive Chairman ( Principal Executive Officer )

February 24, 2025

/s/ Mahkam Zanganeh Chief Executive Officer, President and Director

/s/ Mahkam Zanganeh Co-Chief Executive Officer, President and Director

( Principal Executive Officer )

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Mahkam Zanganeh

/s/ Manmeet Soni Chief Operating Officer and Director

February 18, 2024

/s/ Ankur Dhingra Chief Financial Officer

/s/ Manmeet S.

Chief Operating Officer, Chief Financial Officer and Director

(Principal Financial Officer)

February 24, 2025

Ankur Dhingra

/s/ Bhaskar Anand

Head of Finance and Chief Accounting Officer

(Principal Accounting Officer)

February 24, 2025

Bhaskar Anand

/s/ Robert F.

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Kenneth Clark

/s/ Ujwala Mahatme Director

/s/ Jeff Huber

February 24, 2025

Ujwala Mahatme

/s/ Mostafa Ronaghi

February 24, 2025

Mostafa Ronaghi

/s/ Yu Xia Director February 24, 2025

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To the Board of Directors and Stockholders of Summit Therapeutics Inc.

Opinion on the Financial Statements

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Summit Therapeutics Inc.

and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for the years then ended, including the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 3 to the consolidated financial statements, the Company has incurred losses and cash outflows from operations and has a note payable with a principal amount of $100 million maturing on April 1, 2025 that raise substantial doubt about its ability to continue as a going concern.

Management’s plans in regard to these matters are also described in Note 3.

The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits.

and its subsidiaries (the “Company”) as of December 31, 2024 and 2023, and the related consolidated statements of operations and comprehensive loss, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2024, including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control Over Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits of these consolidated financial statements in accordance with the standards of the PCAOB.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

We conducted our audits in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk.

Our audits also included performing such other procedures as we considered necessary in the circumstances.

We believe that our audits provide a reasonable basis for our opinions.

Emphasis of Matter

As discussed in Note 3 to the consolidated financial statements, the Company has incurred net losses from operations and cash outflows from operating activities.

Management’s evaluation of the events and conditions and management’s plans to mitigate these matters are also described in Note 3.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Accrued and Prepaid Research and Development Costs

As described in Notes 4 and 16 to the consolidated financial statements, included within prepaid expenses as of December 31, 2023 is $1.5 million of prepayments relating to research and development expenditures.

Research and Development Prepaid Expenses and Accrued Liabilities

As described in Notes 4 and 14 to the consolidated financial statements, included within prepaid expenses and other assets as of December 31, 2024 is $8.3 million of prepayments relating to research and development expenditures.

Included within accrued liabilities as of December 31, 2024 is $17.4 million relating to research and development expenditures.

The Company records accruals for

estimated ongoing research and development costs or prepaid expenses where the payments made exceed the estimated costs.

The Company records accruals for estimated ongoing research and development costs or prepaid expenses where the payments made exceed the estimated costs.

These amounts are determined by management based on the estimated costs to complete each study or activity, the estimation of the current stage of completion and the invoices received, as well as predetermined milestones which are not reflective of the current stage of development for prepaid expenses.

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The key sensitivity is the estimated current stage of completion of each study or activity, which is based on information received from the supplier and management’s operational knowledge of the work completed under those contracts.

The principal considerations for our determination that performing procedures relating to accrued and prepaid research and development costs is a critical audit matter are the significant judgment by management when determining the estimated research and development costs, which in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to estimated current stage of completion of each study or activity.

The principal considerations for our determination that performing procedures relating to accrued and prepaid research and development costs is a critical audit matter are (i) the significant judgment by management when developing the estimated research and development costs and, (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence related to management’s significant assumptions related to the estimated current stage of completion of each study or activity.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included, among others, (i) evaluating management’s process on a sample basis for determining the current stage of completion of each study or activity;

These procedures included testing the effectiveness of controls related to the accrued and prepaid research and development costs process, including controls over the development of estimated research and development costs.

These procedures also included, among others, (i) evaluating management’s process on a sample basis for determining the current stage of completion of each study or activity;

(ii) reading a sample of research and development contracts;

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/s/ PricewaterhouseCoopers LLP

Boston, Massachusetts

San Jose, California

February 24, 2025

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Restricted cash 325 —

Accounts receivable — 349

Short-term investments 307,487 114,817

Prepaid expenses 2,441 1,504

Other current assets 181 486

Prepaid expenses and other current assets 10,519 2,622

Research and development tax credit receivable 557 848

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Property and equipment, net 254 204

Right-of-use assets 5,859 4,175

Operating lease right-of-use assets 7,144 5,859

Goodwill 1,864 1,893

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Accrued compensation 11,977 5,429

Lease liabilities 2,809 1,690

Operating lease liabilities, current portion 3,765 2,809

Other current liabilities 1,797 717

Promissory note payable to related parties — 19,770

Total current liabilities 41,729 20,405

Non-current liabilities:

Lease liabilities, net of current portion 3,290 2,763

Operating lease liabilities, net of current portion 3,453 3,290

Other non-current liabilities 1,630 1,562

Promissory notes payable to related parties 100,000 494,540

Promissory note payable to a related party — 100,000

Total liabilities 46,812 125,257

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Total stockholders' equity 388,748 77,692

77,692 126,654

Total liabilities and stockholders' equity $ 435,560 $ 202,949

$ 202,949 $ 664,168

The accompanying notes are an integral part of the consolidated financial statements

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(in thousands, except share and per share data)

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Revenue $ — $ — $ 705

1 unchanged sentence

Research and development 150,777 59,471 51,999

Acquired in-process research and development 15,007 520,915 —

General and administrative 60,527 30,265 26,743

In-process research and development 520,915 —

Impairment of intangible assets — — 8,468

Total operating expenses 226,311 610,651 87,210

Other operating income 1,001 14,416

Other operating income, net 313 1,001 14,416

Operating loss ( 225,998 ) ( 609,650 ) ( 72,089 )

Other expense, net ( 5,278 ) ( 6,693 )

Loss before income tax ( 614,928 ) ( 78,782 )

Other income (expense), net 13,369 11,183 ( 2,292 )

Interest expense ( 8,686 ) ( 16,461 ) ( 4,401 )

Net loss $ ( 221,315 ) $ ( 614,928 ) $ ( 78,782 )

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Basic and diluted 718,541,896 619,646,180 193,336,063

Other comprehensive (loss) income:

Other comprehensive income (loss):

Foreign currency translation adjustments 60 ( 172 ) 304

Reclassification of cumulative currency translation gain to other expense, net

Reclassification of unrealized loss on short-term investments to other expense, net 3 — —

Reclassification of cumulative currency translation gain to other

Unrealized gain on short-term investments

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Balance at December 31, 2021 98,039,540 $ 980 $ 384,049 $ ( 2,197 ) $ ( 299,548 ) $ 83,284

98,039,540 $ 980 $ 384,049 $ ( 2,197 ) $ ( 299,548 ) $ 83,284

2022 Rights Offering of common stock, net of offering costs of $ 111

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Issuance of common stock in lieu of interest to related parties 9,720,291 97 7,497 — — 7,594

Issuance of common stock under stock purchase plans and exercise of stock options 238,811 2 397 — — 399

Issuance of common stock under stock purchase plans and exercise of stock

options 238,811 2 397 — — 399

Stock-based compensation — — 11,948 — — 11,948

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Issuance of common stock under employee stock purchase plans and exercise of stock options 596,472 7 922 — — 929

596,472 7 922 — — 929

Issuance of common stock in lieu of cash for Akeso upfront payment 10,000,000 100 45,800 — — 45,900

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Unrealized gain on short-term investments — — — 36 — 36

— — — 36 — 36

Reclassification of cumulative translation gain (Note 8)

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701,660,053 $ 7,017 $ 1,066,381 $ ( 2,448 ) $ ( 993,258 ) $ 77,692

Private placement of common stock, net of offering costs of $ 140

32,574,640 326 434,534 — — 434,860

Issuance of common stock under stock purchase plans and exercise of stock options and warrants 1,584,218 15 3,319 — — 3,334

Proceeds from at-the-market offering, net of commissions and offering costs of $ 1,190

1,807,093 18 43,015 — — 43,033

Stock-based compensation — — 50,981 — — 50,981

Unrealized gain on short-term investments — — — 100 — 100

Reclassification of unrealized loss on short-term investments to other expense, net — — — 3 — 3

Foreign currency translation adjustment — — — 60 — 60

Net loss — — — — ( 221,315 ) ( 221,315 )

Balance at December 31, 2024

737,626,004 $ 7,376 $ 1,598,230 $ ( 2,285 ) $ ( 1,214,573 ) $ 388,748

The accompanying notes are an integral part of the consolidated financial statements.

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(in thousands)

December 31, 2023 December 31, 2022

Year Ended December 31,

2024 2023 2022

Cash flows used in operating activities:

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Non-cash interest expense

— 6,253 4,303

Amortization of discount on short-term investments

Unrealized foreign currency (gain) loss

( 2,576 ) ( 1,924 ) —

Unrealized foreign currency loss (gain)

229 ( 812 ) 2,616

Reclassification of currency translation gain

Impairment of fixed assets

Amortization of operating right-of-use assets 1,852 1,251

Depreciation 89 198 349

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Loss on disposal of assets

In-process research and development expense 520,915 —

Acquired in-process research and development expense

15,007 520,915 —

Changes in operating assets and liabilities:

Accounts receivable — 359 975

Prepaid expenses ( 914 ) 5,107

Other current and long-term assets ( 3,421 ) 215

Prepaid expenses and other current assets

( 7,905 ) ( 914 ) 5,107

2,470 ( 3,421 ) 215

Research and development tax credit receivable 535 4,168 8,437

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Accounts payable 2,015 2,263 ( 4,132 )

Accrued liabilities ( 2,377 ) 4,782

Accrued liabilities and other current liabilities

11,879 ( 2,377 ) 4,782

Accrued compensation 6,557 ( 235 ) 1,609

Operating lease liabilities ( 2,211 ) ( 1,099 )

Other long-term liabilities

Operating lease right-of-use assets and lease liabilities, net

( 167 ) ( 359 ) 152

Net cash used in operating activities ( 142,106 ) ( 76,760 ) ( 41,582 )

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( 139 ) ( 128 ) ( 624 )

Proceeds from sale of property.

plant and equipment 226 —

Proceeds from sale of property, plant and equipment

Purchase of short-term investments ( 680,032 ) ( 321,022 ) —

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Cash flows provided by financing activities:

Proceeds from the issuance of common stock via private placements, net of offering costs

434,860 5,000 —

Proceeds from the issuance of common stock under at-the-market offering, net of

commissions and offering costs

Proceeds from the issuance of common stock for rights offering

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— ( 619 ) ( 111 )

Proceeds from the issuance of common stock via private placement

Net receipts related to the exercise of warrants

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( 18 ) 839 ( 1,222 )

(Decrease) Increase in cash, cash equivalents and restricted cash

Increase (decrease) in cash, cash equivalents and restricted cash

33,762 ( 577,182 ) 576,816

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Cash paid for income taxes

Supplemental Disclosure of Non-Cash Investing and Financing Activities:

Debt issuance costs in accrued expenses $ — $ — $ 31

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Issuance of common stock pursuant to the Akeso License Agreement (Note 5)

$ — $ 45,900 $ —

The accompanying notes are an integral part of the consolidated financial statements.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Notes to Consolidated Financial Statements

Nature of Business and Operations and Recent Events

Nature of Business and Operations

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On December 5, 2022, the Company entered into a Collaboration and License Agreement (the “License Agreement”) with Akeso, Inc.

and its affiliates (“Akeso”) pursuant to which the Company has in-licensed ivonescimab.

Through the License Agreement (as defined in Note 6) , the Company obtained the rights to develop and commercialize ivonescimab in the United States, Canada, Europe, and Japan (the “Licensed Territory”).

and its affiliates (collectively, “Akeso”) pursuant to which the Company has in-licensed intellectual property related to ivonescimab, as further described in Note 5.

Through the License Agreement, the Company obtained the rights to develop and commercialize ivonescimab in the United States, Canada, Europe, and Japan.

The License Agreement and transaction closed in January 2023 following customary waiting periods.

The Company’s operations will be focused on the development of ivonescimab and other future activities, as the Company determines.

The Company has begun its development for ivonescimab in non-small cell lung cancer ( “ NSCLC”), specifically launching Phase III clinical trials in the following indications:

a) ivonescimab combined with chemotherapy in patients with epidermal growth factor receptor ( “ EGFR”)-mutated, locally advanced or metastatic non-squamous NSCLC who have progressed after treatment with a third-generation EGFR tyrosine kinase inhibitor ( “ TKI”) (“HARMONi”);

b) ivonescimab combined with chemotherapy in first-line metastatic squamous NSCLC patients (“HARMONi-3”)

As of the date of these financial statements, both studies are enrolling patients.

The entry into the License Agreement with Akeso represents a significant change in the Company’s strategy and its future operations will be focused on the development of ivonescimab and other future activities as the Company determines.

The Company’s portfolio includes ridinilazole, a product candidate for treating patients suffering from Clostridioides difficile infection, also known as C.

difficile infection, or CDI.

All prior development and marketing activities related to ridinilazole have been terminated.

The Company’s anti-infectives portfolio includes SMT-738, the first of a novel class of precision antibiotics for combating multidrug resistant infections, specifically carbapenem-resistant Enterobacteriaceae (“CRE”) infections.

The Company will continue to pursue partnerships for further development of SMT-738.

Recent Events

In addition to the events detailed in the Company Overview section above, the following other recent developments have occurred.

As noted above, on December 5, 2022, the Company entered into a Collaboration and License Agreement (the “License Agreement”) with Akeso pursuant to which the Company is in-licensing breakthrough bispecific antibody, ivonescimab (Note 6).

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

Robert Duggan and Dr.

Maky 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 $ 520,000 (Note 18) .

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

On January 19, 2023, the Company filed Amendment No.

2 to the Restated Certificate of Incorporation (the “Amendment No.

2”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of its common stock by 650,000,000 (from 350,000,000 to 1,000,000,000 ), which became effective on such date.

On February 7, 2023, the Company commenced its previously announced rights offering (“2023 Rights Offering”).

On March 1, 2023, the Company closed the 2023 Rights Offering, which was fully subscribed.

The Company received aggregate gross proceeds from the 2023 Rights Offering of $ 500,000 from the sale of 476,190,471 shares of its common stock at a price per share of $ 1.05 .

Issuance costs associated with the 2023 Rights Offering were approximately $ 619 .

In connection with the closing of the 2023 Rights Offering, $ 400,000 of the unsecured promissory notes, issued by the Company to Mr.

Duggan, matured and became due and the Company repaid the principal amount and all outstanding accrued interest thereunder using a portion of the proceeds from this 2023 Rights Offering (Note 18 ).

On February 15, 2023, $ 20,000 of the unsecured promissory notes, issued by us to Dr.

Zanganeh, matured and the Company repaid the outstanding principal balance.

On March 17, 2023, the Company filed a registration statement on Form S-3 to register for resale the following shares of its common stock at $ 0.01 par value:

(i) 10,000,000 shares of Common Stock issued on January 17, 2023 in connection with the License Agreement with Akeso pursuant to which the Company issued Akeso such shares;

and (ii) the 9,346,434 and 373,857 shares of common stock issued in December 2022 to its Chief Executive Officers, Mr.

Robert Duggan and Dr.

Mahkam Zanganeh, respectively, as payment of prepaid interest in connection with the Note Purchase Agreement dated December 6, 2022 between Mr.

Zanganeh and the Company (Note 18 ).

On April 27, 2023, the SEC issued a Notice of Effectiveness for the registration statement on Form S-3 filed with the SEC.

On October 12, 2023, the Company held a Special Meeting of Stockholders (the “October Special Meeting”) whereby an amendment to the Summit Therapeutics Inc.

2020 Stock Incentive Plan (the “Plan”) to increase the number of shares of the Company ’ s common stock issuable under the Plan by 70,000,000 shares was approved by a vote of the Company’s stockholders at the Special Meeting and subsequently ratified by the Board of Directors.

On October 16, 2023, the Company announced the appointment of Mr.

Manmeet Soni as its Chief Operating Officer, effective immediately.

Soni has been a part of the Company ’ s Board of Directors since 2019.

He will remain a member of the Board of Directors.

In conjunction with his appointment, Mr.

Soni entered into a share purchase agreement with the Company to purchase $ 5,000 of its common stock via a private placement.

The transaction was effective October 13, 2023 with a closing price of $ 1.68 , resulting in the purchase of 2,976,190 shares of the Company ’ s common stock.

On February 17, 2024 the Duggan February Note was amended to extend the maturity date from September 6, 2024 to April 1, 2025.

For all applicable periods commencing February 17, 2024, interest shall accrue on the outstanding principal balance at the greater of 12 % or the US prime interest rate, as reported in the Wall Street Journal plus 350 basis points, as adjusted monthly, compounded quarterly (Note 18 ).

Interest shall be paid upon maturity of the loan.

Basis of Presentation, Use of Estimates, and Risks and Uncertainties

On June 3, 2024, the Company entered into an amendment to the License Agreement with Akeso to expand its territories covered under the License Agreement to also include the Latin America, Middle East and Africa regions (collectively, and as expanded, the “Licensed Territory”).

The Company’s operations are focused on the development of ivonescimab and other future activities, as the Company determines.

Basis of Presentation and Use of Estimates

Basis of Presentation

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.

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GAAP as found in the Accounting Standards Codification (“ASC”) and as amended by Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”).

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued research and development expenses, stock-based compensation, intangible assets, goodwill, other long-lived assets and income taxes.

Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

assets and liabilities that are not readily apparent from other sources.

Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation.

Use of Estimates

The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period.

On an on-going basis, management evaluates its estimates and judgments, including those related to accrued research and development expenses, stock-based compensation, other long-lived assets and income taxes.

Actual results may differ from these estimates under different assumptions or conditions.

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During the year ended December 31, 2024, the Company incurred a net loss of $ 221,315 and cash flows used in operating activities was $ 142,106 .

As of December 31, 2023, the Company had an accumulated deficit of $ 993,258 , and cash and cash equivalents and short term investments in U.S.

As of December 31, 2024, the Company had an accumulated deficit of $ 1,214,573 , and cash and cash equivalents of $ 104,862 and short term investments in U.S.

treasury securities of $ 307,487 .

The Company expects to continue to generate operating losses for the foreseeable future.

The Company has evaluated whether its cash, cash equivalents, short-term investments and U.K.

research and development tax credits provide sufficient cash to fund its operating cash needs for the next twelve months from the date of issuance of these annual financials.

The Company is investing in the clinical development of ivonescimab, including its ongoing clinical trials.

In addition, the Company has a $ 100,000 promissory note payable to a related party (refer to Note 18 for further details) that matures on April 1, 2025.

Based upon the Company's cash and cash equivalents and short-term investments as of December 31, 2023, the Company expects to be able to operate into the first quarter of 2025.

In order to further fund the Company's operating cash needs and repay this promissory note, the Company intends to raise additional capital.

As of the date of the issuance of these financial statements the additional capital has not been secured.

As a result, these conditions raise substantial doubt about the Company's ability to continue as a going concern.

The Company has evaluated and concluded that its cash, cash equivalents and short-term investments provide sufficient cash to fund its operating cash needs for at least the next 12 months from the date of issuance of these consolidated financial statements.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Until the Company can generate substantial revenue and achieve profitability, the Company will need to raise additional capital to fund its ongoing operations and capital needs.

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If the Company is unable to obtain funding when required in the future, the Company could be required to delay, reduce, or eliminate research and development programs, product portfolio expansion, or future commercialization efforts, which could adversely affect its business prospects.

The accompanying consolidated financial statements are prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of the business.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classifications of liabilities that might result from the outcome of this uncertainty.

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies and Recent Accounting Pronouncements

The significant accounting policies adopted by the Company in the preparation of these consolidated financial statements are set out below.

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Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the U.S.

GAAP and pursuant to the rules and regulations of the U.S.

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Foreign Currency Translation

The financial statements of the Company’s subsidiaries with functional currencies other than the United States ( “ U.S.

The financial statements of the Company’s subsidiaries with functional currencies other than the U.S.

dollar are translated into U.S.

dollars using period-end exchange rates for assets and liabilities, historical exchange rates for stockholders’ equity and weighted average exchange rates for operating results.

Translation gains and losses are included in

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

accumulated other comprehensive (loss) income in shareholders’ equity.

Translation gains and losses are included in accumulated other comprehensive (loss) income in stockholders’ equity.

Foreign currency transaction gains and losses are included in other expen se, net in the results of operations.

The Company recorded realized and unrealized foreign currency transaction gains (losses) of $ 613 and ($ 4,109 ) for the years ended December 31, 2023 and 2022, respectively, which is included in other expense, net in the statements of operations and comprehensive loss.

Other Operating Income

The Company generates income from government contracts that reimburse the Company for certain allowable costs for funded projects.

For contracts with government agencies where the funding arrangement is considered central to the Company’s ongoing operations, the Company classifies the recognized funding received as other operating income.

The Company recorded realized and unrealized foreign currency transaction (loss) gain of ($ 97 ), $ 613 and ($ 4,109 ) for the years ended December 31, 2024, 2023 and 2022, respectively, which is included in other expense, net in the statements of operations and comprehensive loss.

Other Operating (Expense) Income, Net

The Company generated income from government contracts that reimburse the Company for certain allowable costs for funded projects.

Income from government grants is recognized as the qualifying expenses related to the contracts are incurred, provided that there is reasonable assurance of recoverability.

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Grant income is not recognized as deductions of research and development costs because the Company acts as the principal in conducting the research and development activities and these contracts are central to its ongoing operations.

The funds received through these means are held as deferred income in the consolidated balance sheets and are released to the consolidated statement of operations and comprehensive loss, classified as other operating income, as the underlying expenditure is incurred and to the extent the conditions of the grant are met.

The funds received through these means are held as deferred income in the consolidated balance sheets and are released to the consolidated statement of operations and comprehensive loss, classified as other operating (expense) income, net, as the underlying expenditure is incurred and to the extent the conditions of the grant are met.

The related costs incurred by the Company are included in research and development expense in the Company’s consolidated statements of operations and comprehensive loss.

The Company benefits from two U.K.

research and development (“R&D”) tax credit cash rebate regimes:

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The Company benefits from two United Kingdom ("U.K.") research and development (“R&D”) tax credit cash rebate regimes:

Small and Medium Enterprise (“SME”) Program and the Research and Development Expenditure Credit (“RDEC”) Program.

Each reporting period, management evaluates which tax relief programs the Company is expected to be eligible for and records as other operating income the portion of the expense that it expects to qualify under the programs, that it plans to submit a claim for, and it has reasonable assurance that the amount will ultimately be realized.

Based on criteria established by HM Revenue and Customs (“HMRC”), management of the Company expects a proportion of expenditures being undertaken in relation to its pipeline research, clinical trials management and manufacturing development activities to be eligible for the research and development tax relief programs for the year ended December 31, 2023.

Qualifying expenditures largely comprise of employment costs for research staff, consumables, a proportion of relevant, permitted sub-contract costs and certain internal overhead costs incurred as part of research projects for which the Company does not receive commercial or other funding income.

Credits related to the SME and RDEC Programs are recorded as other operating income in the consolidated statements of operations and other comprehensive (loss)/income.

Under the SME scheme, the Company receives cash rebate payments of up to 33.3% up to March 31, 2023 and 18.6% from April 1, 2023 of eligible research and development expenditures, and under the RDEC scheme the Company receives cash rebate payments of up to 10.53% up to March 31, 2023 and 15% from April 1, 2023 of eligible research and development expenditure, and these payments are not dependent on the Company’s pre-tax net income levels.

The Company has qualified under the more favorable SME regime and expects such elements of expenditures will also continue to be eligible for the SME regime for future periods.

Each reporting period, management evaluates which tax relief programs the Company is expected to be eligible for and records as other operating (expense) income, net the portion of the expense that it expects to qualify under the programs, that it plans to submit a claim for, and it has reasonable assurance that the amount will ultimately be realized.

Net Loss Per Share

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In addition, the assumed proceeds under the treasury stock method include the average unrecognized compensation expense of stock options and warrants that are in-the-money.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Business Combinations

Business combinations are accounted for under the acquisition method.

Acquired assets and assumed liabilities are measured at their fair values at the acquisition date.

The excess of the consideration transferred over the net fair value of assets acquired and liabilities assumed is recorded as goodwill.

The accounting for an acquisition involves a considerable amount of judgement and estimation.

Cost, income, market or a combination of approaches may be used to establish the fair value of consideration exchanged, assets acquired, and liabilities assumed, depending on the nature of those items.

The valuation approach is determined in accordance with generally accepted valuation methods.

Key areas of estimation and judgment may include the selection of valuation approaches, cost of capital, market characteristics, cost structure, impacts of synergies, and estimates of terminal value, among other factors.

While the Company uses estimates and assumptions as part of the purchase price allocation process to estimate the value of assets acquired and liabilities assumed, estimates are inherently uncertain and subject to refinement.

During the measurement period, which maybe up to one year from the acquisition date, the Company may record adjustments to the assets acquired and liabilities assumed, with a corresponding offset to goodwill, to the extent that adjustments are identified to the preliminary purchase price allocation.

Upon conclusion of the measurement period, or final determination of the value of the assets acquired and liabilities assumed, whichever comes first, any subsequent adjustments are recorded to results of operations.

Results of operations related to business combinations are included prospectively beginning with the date of acquisition and transaction costs related to business combinations are recorded within general and administrative expenses.

Goodwill represents the excess of the consideration transferred over the fair value of net assets acquired.

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Typically acquisitions related to a single reporting unit do not require the allocation of goodwill to multiple reporting units.

If the products obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

The Company assesses goodwill for impairment on an annual basis or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

If the net assets obtained in an acquisition are assigned to multiple reporting units, the goodwill is distributed to the respective reporting units as part of the purchase price allocation process.

The Company assesses goodwill for impairment on an annual basis as of December 31 or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired.

The Company regularly monitors current business conditions and other factors including, but not limited to, adverse industry or economic trends and lower projections of profitability that may impact future operating results.

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If the fair value is less than the carrying amount, a goodwill impairment loss is measured and recorded.

The Company assesses goodwill for impairment on an annual basis as of December 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.

Cost is comprised of the purchase price plus any incidental costs of acquisition and commissioning.

Intangible Assets and Long-lived Assets

The Company evaluates the recoverability of its intangible and long-lived assets whenever events and changes in circumstances indicate that the carrying amount of an asset or asset group may not be fully recoverable.

If events and circumstances indicate that the carrying amount may not fully be recoverable, the carrying values of the asset or asset group are evaluated in relation to their operating performance and future undiscounted cash flows of the underlying business.

If the future undiscounted cash flows are less than their carrying value, impairment exists.

The impairment is measured as the difference between the carrying value and the fair value of the underlying asset or asset group.

Fair values are based on estimates of market prices and assumptions concerning the amount and timing of estimated future cash flows and assumed discount rates, reflecting varying degrees of perceived risk.

Summit Therapeutics Inc.

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(in thousands, except share and per share data)

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation.

Cost is comprised of the purchase price plus any incidental costs of acquisition and commissioning.

Depreciation is calculated based on cost, less residual value, in equal annual installments over the estimated useful lives of the assets.

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The Company does not have any finance leases.

Under ASC 842, a contract is or contains a lease when the lessee has the right to control the use of an identified asset.

A contract is or contains a lease when the lessee has the right to control the use of an identified asset.

The Company determines if an arrangement is a lease at inception of the contract, which is the date on which the terms of the contract are agreed to and the agreement creates enforceable rights and obligations.

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The Company considers the unique nature, terms and facts and circumstances of each transaction.

The Company considers whether or not the assets acquired have a future alternative use.

The Company considers whether or not the assets acquired have an alternative future use.

The fair value associated with acquired in-process research and development which does not have an alternative future use is expensed and is recorded as research and development expense.

Any development or commercial milestone payments are recognized when the achievement of the associated milestone becomes probable and will either be expensed or capitalized depending upon whether or not regulatory approval has been obtained.

Research and Development Costs

Research and development costs are expensed as incurred.

Research and development expenses consist of costs incurred to discover, research and develop product candidates, including personnel expenses, stock-based compensation expense, allocated facility-related and depreciation expenses, third-party license fees and external costs of outside vendors engaged to conduct

Summit Therapeutics Inc.

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(in thousands, except share and per share data)

preclinical and clinical development activities and clinical trials as well as to manufacture clinical trial materials.

Research and Development Costs

Research and development costs are expensed as incurred.

Non-refundable prepayments for goods or services that will be used or rendered for future research and development activities are recorded as prepaid expenses.

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These agreements are generally cancellable, and related payments are recorded as research and development expenses as incurred.

The Company records accruals for estimated ongoing research and development costs or prepaid expenses where the payments made exceeds the estimated costs.

When evaluating the adequacy of these balances, the Company analyzes progress of the studies, including the estimated costs to complete each study or activity, the estimation of the current stage of completion and the invoices received, as well as predetermined milestones which are not reflective of the current stage of development for prepaid expenses.

The Company records accruals for estimated ongoing research and development costs or prepaid expenses where the payments made exceed the estimated costs.

These amounts are determined based on the estimated costs to complete each study or activity, the estimation of the current stage of completion and the invoices received, as well as predetermined milestones which are not reflective of the current stage of development for prepaid expenses.

Actual results could differ from the Company’s estimates.

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Stock-Based Compensation

The Company measures and recognizes compensation expense for all stock option and restricted stock unit awards based on the estimated fair value of the award on the grant date.

The Company measures and recognizes compensation expense for all stock option awards based on the estimated fair value of the award on the grant date.

The Company uses the Black-Scholes option pricing model to estimate the fair value of stock option awards.

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Expense for awards with performance conditions is estimated and adjusted on a quarterly basis based upon the assessment of the probability that the performance condition will be met.

Use of the Black-Scholes option-pricing model requires management to apply judgment under highly subjective assumptions.

Use of the Black-Scholes option-pricing model requires management to apply judgment under subjective assumptions.

These assumptions include:

• Expected term—The expected term of stock options represents the weighted-average period the stock options are expected to be outstanding.

The Company uses the simplified method for estimating the expected term as provided by the Securities and Exchange Commission.

The Company uses the simplified method for estimating the expected term as provided by the SEC.

The simplified method calculates the expected term as the average of the time-to-vesting and the contractual life of the options.

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The Company has not paid and does not intend to pay dividends.

The Company uses a Monte Carlo simulation model to estimate the fair value of Performance and Market-based Stock Options at the date of grant which utilizes multiple input variables to estimate the probability that the market condition will be achieved.

Key assumptions used in the model include the risk-free interest rate, which reflects the US Treasury Constant Maturity Yield with a term commensurate with the contractual term of the award, and stock price volatility, which is derived based on the historical volatility of the Company’s stock.

The Company estimates expected forfeitures at the time of grant instead of accounting for forfeitures as they occur.

Stock option and restricted stock unit awards have been granted at fair value to non-employees in connection with research and consulting services provided to the Company.

Stock option awards have been granted at fair value to non-employees in connection with research and consulting services provided to the Company.

Equity awards generally vest over terms of 3 or 4 years.

The Company classifies stock-based compensation expense in the consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The Company classifies stock-based compensation expense in the consolidated statements of operations and comprehensive loss in the same manner in which the award recipient’s payroll costs are classified.

The provision for income taxes is determined using the asset and liability approach.

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Deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid.

Deferred taxes are initially recognized at enacted tax rates in force at the time of initial recognition and are subsequently adjusted for any enacted changes in tax rates

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

and tax laws.

Deferred taxes are initially recognized at enacted tax rates in force at the time of initial recognition and are subsequently adjusted for any enacted changes in tax rates and tax laws.

Subsequent changes to deferred taxes originally recognized in equity are recognized in income.

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The Company records interest and penalties related to income tax matters as part of income tax expense.

The Company accounts for uncertainty in income taxes by applying a two-step process to determine the amount of tax benefit to be recognized.

First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities.

If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed as the amount of benefit to recognize in the consolidated financial statements.

The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

At December 31, 2023 and 2022, the Company had unrecognized tax positions of $ 1,064 and $ 0 , respectively.

Due to the Company ’ s full valuation allowance, the unrecognized tax benefits would not materially impact the Company ’ s effective tax rate when recognized.

The Company does not anticipate the total amount of unrecognized tax benefits to significantly increase or decrease in the next 12 months.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as part of its income tax provision.

For the years ended December 31, 2023and 2022, the Company had no interest or penalties related to unrecognized tax benefits.

Concentration of Credit Risk and of Significant Supplier

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of short-term cash deposits and accounts and other receivables.

The Company’s cash is comprised of short-term cash deposits at a variety of financial institutions with strong credit ratings in amounts that may exceed federally insured limits and has not experienced any losses on such accounts.

Cash balances maintained during the year have been principally held with reputable U.K.-based and U.S.-based banks.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, restricted cash and short-term investments.

The Company’s cash is comprised of short-term cash deposits at a variety of financial institutions which the Company believes are of high credit ratings in amounts that may exceed federally insured limits.

The Company has not experienced any losses on such accounts.

Cash balances maintained during the year have been principally held with U.S.-based and U.K.-based banks.

The Company does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The Company maintains deposits in accredited financial institutions in excess of federally insured limits.

The Company deposits its cash in financial institutions that it believes have high credit quality and has not experienced any losses on such accounts and does not believe it is exposed to any unusual credit risk beyond the normal credit risk associated with commercial banking relationships.

The credit risk with respect to customers and funding bodies is limited as the Company has only a small number of these arrangements.

The Company relies, and expects to continue to rely, on a number of vendors to conduct its clinical trials and preclinical studies, manufacture drug product and supply clinical trial and preclinical study materials for its development programs.

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The guidance describes three levels of inputs that may be used to measure fair value:

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Quoted prices in active markets for identical assets or liabilities as of the reporting date.

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Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

Level 3 assets and liabilities include financial instruments whose value is determined using pricing models,

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy.

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The Company considers only those investments that are highly liquid, readily convertible to cash and that mature within 90 days or less from date of purchase to be cash equivalents.

As of December 31, 2023 and 2022 , cash equivalents were comprised of a money market funds and U.S.

treasury securities with maturities less than 90 days from the date of purchase.

As of December 31, 2024, cash equivalents were comprised of money market funds.

As of December 31, 2023, cash equivalents were comprised of money market funds and U.S.

treasury securities.

Restricted Cash

Restricted cash of $ 300,000 as of December 31, 2022, represents amounts which are legally restricted to withdrawal or usage and is presented in the Consolidated Balance Sheet as restricted cash.

Restricted cash represents amounts which are legally restricted to withdrawal or usage and is presented in the consolidated balance sheet as restricted cash.

On December 15, 2022, the Company transferred $ 300,000 into an escrow fund reserved for the Company ’ s initial upfront payment to Akeso in connection with the License Agreement, as described further in Note 5.

Following the Antitrust Clearance Date, on January 17, 2023, the License Agreement closed and Akeso was issued 10,000,000 shares of Company common stock pursuant to the Common Stock Issuance Agreement and was paid $ 274,900 in cash as initial upfront payment.

The remaining amounts in escrow were returned to the Company ’ s operating cash accounts.

Assumed Contingent Liabilities

As part of the acquisition of Discuva Limited in December 2017, the Company assumed certain contingent liabilities as certain employees, former employees and former directors of Discuva Limited are eligible for payments from Discuva Limited based on specified development and clinical milestones related to proprietary product candidates developed under the Discuva Platform.

The timing of these potential payments is uncertain.

The fair value of the assumed contingent liability was estimated using the expected value of the payments.

The assumed contingent liabilities are subsequently measured at amortized cost using discounted cash flow models which calculate the risk adjusted net present values of estimated potential future cash flows of the payments.

The assumed contingent liabilities are remeasured when there is a specific significant event that provides evidence of a significant change in the probability of successful development and clinical milestones being achieved.

The models will be updated for changes in the probability of successful development and clinical milestones being achieved and other associated assumptions with the discount factor remaining unchanged within the model.

A discount factor of 13 % has been used to discount the contingent liabilities back to net present value.

This discount factor has been calculated using appropriate measures and rates which could have been obtained in the period that the contingent liabilities were assumed.

Accretion of the discount

As of December 31, 2024 the Company has $ 325 of restricted cash associated with an irrevocable letter of credit required by the landlord to enter into the lease for Company's corporate office.

The Company’s total cash, cash equivalents and restricted cash balances were as follows:

Year Ended December 31,

2024 2023 2022

Cash and cash equivalents $ 104,862 $ 71,425 348,607

Restricted cash 325 — 300,000

Total cash, cash equivalents and restricted cash $ 105,187 $ 71,425 $ 648,607

Short-term Investments

Marketable securities consist of investments with original maturities greater than ninety days from the date of acquisition.

The Company classifies investments with maturities of greater than 90 days and less than one year as short-term, based on the liquid nature of the securities and because such marketable securities represent the investment of cash that is available for current operations.

The Company considers its investment portfolio of investments as available-for-sale.

Accordingly, these investments are recorded at fair value, which is based on quoted market prices or other observable inputs.

Unrealized gains and losses are recorded as a component of other comprehensive income (loss).

Realized gains and losses are determined on a specific identification basis and are included in other (expense) income.

Amortization and accretion of discounts and premiums are also recorded in other (expense) income.

When the fair value is below the amortized cost of the asset, an estimate of expected credit losses is made.

This estimate is limited to the amount by which fair value is less than amortized cost.

The credit-related impairment amount is recognized in the consolidated statements of operations and comprehensive loss and the remaining impairment amount and unrealized gains are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity.

Credit losses are recognized through the use of an allowance for credit losses account and subsequent improvements in expected credit losses are recognized as a reversal of the allowance account.

If the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security prior to recovery of its amortized cost basis the allowance for credit loss is written off and the excess of the amortized cost basis of the asset over its fair value is recorded in the consolidated statements of operations and comprehensive loss.

Summit Therapeutics Inc.

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(in thousands, except share and per share data)

factor and gains or losses upon remeasurement are recognized as part of operating expenses in the consolidated statements of operations and comprehensive loss.

Warrants issued by the Company are recognized and classified as equity when, upon exercise, the Company would issue a fixed amount of its own equity instruments (common stock) in exchange for a fixed amount of cash or another financial asset.

Consideration received, net of incremental costs directly attributable to the issue of such new warrants, is shown in equity.

Consideration received, net of incremental costs directly attributable to the issue of such new warrants, is shown in stockholders' equity.

Such warrants are not remeasured at fair value in subsequent reporting periods.

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Only if the fair value of the services cannot be measured reliably would the fair value of the equity instruments granted be used.

The fair value for the warrants is calculated using the Black-Scholes formula and recorded in the consolidated statement of operations and comprehensive loss on a straight-line basis over the period of the consulting services.

The fair value for the warrants is calculated using the Black-Scholes model and recorded in the consolidated statement of operations and comprehensive loss on a straight-line basis over the period of the consulting services.

If the services are terminated prior to the end of the consultancy agreement, the warrants cease vesting and any unvested portion of the warrants will lapse immediately.

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2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024.

Early adoption is permitted, and the amendments should be applied retrospectively.

The Company is currently evaluating the impact of the ASU on the consolidated financial statement disclosures.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326):

Measurement of Credit Losses on Financial Instruments”, which has subsequently been amended by ASU 2019-04 and ASU 2019-10 (collectively “ASU 2016-03”).

ASU 2016-13 amends the guidance on the impairment of financial instruments.

This update adds an impairment model (known as the current expected credit losses model) that is based on expected losses rather than incurred losses.

Under the new guidance, an entity recognizes, as an allowance, its estimate of expected credit losses.

The Company adopted this standard on January 1, 2023, and it did not have a material impact on the consolidated financial statements or related disclosures.

Early adoption was permitted, and the amendments should be applied retrospectively.

The Company adopted and retrospectively applied the amendments in this update during the fourth quarter of 2024 and in preparation of the annual consolidated financial statements.

Refer to Note 6 regarding the additional disclosures included within the consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, “Disaggregation of Income Statement Expenses.” The new standard requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures.

The guidance is effective for public business entities for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027.

Early adoption is permitted.

The guidance is to be applied prospectively, with the option for retrospective application.

The Company is currently evaluating the impact of the ASU on the disclosures within the consolidated financial statements.

Other recent authoritative guidance issued by the FASB (including technical corrections to the FASB ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not expected to have a material impact on the Company ’ s consolidated financial statements.

Akeso License and Collaboration Agreement

On December 5, 2022, the Company entered into a Collaboration and License Agreement (the “License Agreement”) with Akeso pursuant to which the Company is in-licensing its breakthrough bispecific antibody, ivonescimab.

On December 5, 2022, the Company entered into a Collaboration and License Agreement (the “License Agreement”) with Akeso, Inc.

and its affiliates ("Akeso") pursuant to which the Company is in-licensing its breakthrough bispecific antibody, ivonescimab.

The License Agreement and transaction closed in January 2023 following customary waiting periods.

2 unchanged sentences

(in thousands, except share and per share data)

Ivonescimab, known as AK112 in China and Australia, and also as SMT112 in the United States, Canada, Europe, and Japan, is a novel, potential first-in-class bispecific antibody intending to combine the benefits of immunotherapy via a blockade of PD-1 with the anti-angiogenesis benefits of an anti-VEGF into a single molecule.

Ivonescimab, known as AK112 in China and Australia, and also as SMT112 in the United States, Canada, Europe, and Japan, is a novel, potential first-in-class bispecific antibody intending to combine the effect of immunotherapy via a blockade of PD-1 with the anti-angiogenesis effects of an anti-VEGF into a single molecule.

Ivonescimab was engineered to bring two well established oncology targeted mechanisms together.

Ivonescimab is currently in clinical development and, pursuant to the terms of the License Agreement, Summit will design and conduct the clinical trial activities to support regulatory filings in the Licensed Territory that Summit will submit.

Pursuant to the terms of the License Agreement, Summit will have final decision making authority with respect to clinical development strategy and execution in the Licensed Territory.

For co-joined studies in which both Summit and Akeso participate, mutual agreement is required for material decisions;

Summit retains the exclusive decision making with respect to participating in, and continuing its participation in, co-joined studies.

Pursuant to the terms of the License Agreement, Summit will have final decision-making authority with respect to commercial strategy, pricing and reimbursement and other commercialization matters in the Licensed Territory.

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Summit is not assuming any liabilities (including contingent liabilities), acquiring any physical assets or trade names, or hiring or acquiring any employees from Akeso in connection with the License Agreement.

Through the License Agreement, the Company obtained the rights to develop and commercialize SMT112 in the United States, Canada, Europe, and Japan (the “Licensed Territory”).

In exchange for the rights obtained, an upfront payment of $ 500,000 was made to Akeso, of which $ 274,900 was paid in cash and, pursuant to the License Agreement and Issuance Agreement, Akeso elected to receive 10,000,000 shares of our common stock in lieu of $ 25,100 cash.

Through the License Agreement, the Company obtained the rights to develop and commercialize ivonescimab in the United States, Canada, Europe, and Japan.

In exchange for the rights obtained, the Company made an upfront payment of $ 500,000 to Akeso, of which $ 274,900 was paid in cash and, pursuant to the License Agreement and Issuance Agreement, Akeso elected to receive 10,000,000 shares of our common stock in lieu of $ 25,100 cash.

The remaining $ 200,000 amount of the upfront payment was paid on March 6, 2023.

The Company has accounted for the License Agreement to acquire the rights to develop and commercialize SMT112 as the acquisition of an asset.

All of the consideration relates to SMT112 and technological feasibility of the asset has not yet been established since SMT112 is in clinical development.

As such, the Company has expensed the consideration as in-process research and development upon closing of the transaction in the consolidated statement of comprehensive loss.

In-process research and development expense for the year ended December 31, 2023 was $ 520,915 , which is comprised of the $ 474,900 paid in cash, the fair value of the 10,000,000 shares of common stock on the date of closing the transaction of $ 45,900 , and $ 115 of direct transactions costs incurred.

In addition to the payments already made to Akeso, under the License Agreement, there are additional potential milestone payments of up to $ 4,500,000 , as Akeso will be eligible to receive regulatory milestones of up to $ 1,050,000 and commercial milestones of up to $ 3,450,000 .

Effective June 3, 2024, the Company and Akeso entered into an amendment (the “Second Amendment”) to the License Agreement to expand the Company’s territories covered under the License Agreement to include the Latin America, Middle East and Africa regions.

Pursuant to the Second Amendment, the Company paid an upfront payment to Akeso of $ 15,000 in the third quarter of 2024.

Akeso will also be eligible to receive up to an additional $ 55,000 upon the achievement of certain commercial milestones.

Except as specifically modified by the Second Amendment, the terms and conditions of the License Agreement remain in full force and effect.

The Company has accounted for the License Agreement and Second Amendment to acquire the rights to develop and commercialize ivonescimab as the acquisition of an asset.

All of the consideration relates to ivonescimab and technological feasibility of the asset has not yet been established since ivonescimab is in clinical development.

As such, the Company has expensed the consideration as acquired in-process research and development upon closing of the transaction in the consolidated statement of operations and comprehensive loss.

Acquired in-process research and development expense for the year ended December 31, 2024 was $ 15,007 which related to the upfront payment and immaterial transaction costs for the Second Amendment.

For the year ended December 31, 2023, acquired in-process research and development expense was $ 520,915 which was comprised of the $ 474,900 paid in cash, the fair value of the 10,000,000 shares of common stock on the date of closing the transaction of $ 45,900 , and $ 115 of direct transactions costs incurred for the License Agreement.

In addition to the payments already made to Akeso, under the License Agreement and Second Amendment, there are additional potential milestone payments of up to $ 4,555,000 , as Akeso will be eligible to receive regulatory milestones of up to $ 1,050,000 and commercial milestones of up to $ 3,505,000 .

In addition, Akeso will be eligible to receive low double-digit royalties on net sales.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Segment Reporting

The Company ’ s chief operating decision makers (the “CODM function”), which are the Company ’ s Chief Executive Officers, Mr.

The Company’s chief operating decision makers (the “CODM function"), which are the Company's Co-Chief Executive Officers, Mr.

Duggan and Dr.

Zanganeh, utilize consolidated financial information to make decisions about allocating resources and assessing performance for the entire Company.

Zanganeh, and Chief Operating Officer and Chief Financial Officer, Mr.

Soni, utilize consolidated net loss that is reported on the consolidated statement of operations and comprehensive loss to make decisions about allocating resources and assessing performance for the entire Company.

The CODM function approves of key operating and strategic decisions, including key decisions in clinical development and clinical operating activities, entering into significant contracts, such as revenue contracts and collaboration agreements and approves the Company's consolidated operating budget.

The CODM function views the Company’s operations and manages its business as a single reportable operating segment.

The Company’s single operating segment covers the Company’s research and development activities, primarily comprising of oncology product research activities (including ivonescimab), antibiotic pipeline research activities, and CDI program activities.

As the Company operates in one operating segment, all required financial segment information can be found in the consolidated financial statements.

The Company operates in two geographic regions:

The following table summarizes the Company’s long-lived assets, which include the Company’s property and equipment, net and right-of-use assets by geography:

Year Ended December 31, 2023 Year Ended December 31, 2022

United Kingdom (1)

The CODM function views the Company's operations and manages its business on a consolidated basis and as a single reportable operating segment.

The CODM function is regularly provided with the following significant segment expenses:

Year Ended December 31,

2024 2023 2022

United States (2)

$ — $ — $ 705

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

(1) The decrease of long-lived assets in the United Kingdom is primarily attributed to the Company exiting its lease for its Sawston, United Kingdom location.

(2) The increase of long-lived assets in the United States is primarily attributed to additional right-of-use assets recorded related to the Company’s amendment to its sublease agreement during the period for its Menlo Park, California, U.S.

For details of revenue from external customers by geography refer to Note 8.

The Company recognized no revenue and $ 705 during the year ended December 31, 2023 and 2022, respectively.

Revenue recognized during the year ended December 31, 2022 consists of amounts received from the Company ’ s license and commercialization agreement with Eurofarma Laboratórios S.A.

Revenue recognized during the year ended December 31, 2022 was from Latin America.

The analysis of revenue by geography has been identified on the basis of the geographical location of each collaboration partner.

The following table summarizes the deferred revenue relating to Eurofarma Laboratórios S.A.

and deferred other income relating to BARDA (as defined in Note 9):

Beginning deferred revenue and other income, January 1

Additions — 1,397

Amount of deferred revenue and other income recognized in the statement of operations — ( 8,790 )

Foreign currency adjustment — ( 546 )

Ending deferred revenue and other income, December 31

Refer to Note 9 below for further details regarding other income recognized under the BARDA contract.

Oncology clinical trial related costs 100,937 35,224 —

Acquired in-process research and development 15,007 520,915 —

Compensation related costs, excluding stock-based compensation 48,295 31,371 27,817

Stock-based compensation 50,981 14,108 11,948

Other expenses (2)

11,091 9,033 47,445

Total segment expenses

226,311 610,651 87,210

Other operating income, net 313 1,001 14,416

Operating loss ( 225,998 ) ( 609,650 ) ( 72,089 )

Other income (expense), net 13,369 11,183 ( 2,292 )

Interest expense ( 8,686 ) ( 16,461 ) ( 4,401 )

Net loss $ ( 221,315 ) $ ( 614,928 ) $ ( 78,782 )

(1) Revenue relates to amounts received from the license and commercialization agreement related to ridinilazole clinical trials.

All prior development activities related to ridinilazole have been terminated.

(2) Other expenses include costs for the Company’s antibiotic pipeline research activities and ridinilazole or CDI program activities (collectively, “Anti-infectives), general and administrative expenses excluding compensation and stock-based compensation, and impairment of intangible assets.

All prior development activities related to Anti-infectives have been terminated.

As of December 31, 2024 and 2023, substantially all of our long-lived assets are located in the United States.

Other Operating Income, net

The following table sets forth the components of other operating income by category:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Funding income from BARDA (as defined below) $ — $ — 8,085

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Grant income from CARB-X (as defined below) — 45 1,808

Other income — 10 —

$ 313 $ 1,001 14,416

BARDA (as defined below)

In September 2017, the Company was awarded a funding contract from the Biomedical Advanced Research and Development Authority (“BARDA”), part of the Office of the Assistant Secretary for Preparedness and Response at the United States Department of Health and Human Services, in support of the Company’s Ri-CoDIFy clinical trials and clinical development of ridinilazole.

The awarded contract was originally worth up to $ 62,000 .

In June 2019 and again in January 2020, BARDA increased the value of the contract such that it is now worth up to $ 72,500 and brought the total amount of committed funding to $ 62,400 .

The remaining federal government funding is dependent on BARDA in its sole discretion exercising the final independent option work segment, upon the achievement by the Company of certain agreed-upon milestones for ridinilazole.

This option work segment was never exercised by BARDA.

The contract ran through April 2022 and was extended through December 2022

Summit Therapeutics Inc.

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(in thousands, except share and per share data)

as a no cost contract, solely to close out open activities.

As of December 31, 2022, based on translation of historical foreign currency amounts in the period of recognition, the Company has recognized $ 59,203 of cumulative income since contract inception.

As a result of the Company ’ s decision, on September 28, 2022, to not pursue further internal clinical development of ridinilazole and seek partners or a divestiture related to ridinilazole as a path forward for the clinical development of the asset, the Company recorded expenses for the remaining clinical trial costs associated with the close out activities of ridinilazole and recognized the remainder of the deferred income that had been received from BARDA prior to the expenses being recognized during the third quarter of 2022.

BARDA (as defined below)

In September 2017, we were awarded a funding contract from the Biomedical Advanced Research and Development Authority (“BARDA”), part of the Office of the Assistant Secretary for Preparedness and Response at the United States Department of Health and Human Services, to fund, in part, the clinical and regulatory development of ridinilazole for the treatment of infections caused by C.

difficile ("CDI").

The contract provides for a cost-sharing arrangement under which BARDA committed to funding $ 62,400 of estimated costs for the continued clinical and regulatory development of ridinilazole for CDI.

As of December 31, 2022, the Company recognized $ 59,203 of cumulative income under the BARDA contract and no additional income will be recognized.

Research and development credits

Income from tax credits, consist of R&D tax credits received in the U.K.

The Company benefits from two U.K.

research and development tax credit cash rebate regimes:

Small and Medium Enterprise Program (“SME, Program”) and the Research and Development Expenditure Credit Program (“RDEC Program”).

Tax credits related to the SME Program and RDEC Program are recorded as other operating income in the consolidated statements of operations and other comprehensive loss.

Under both schemes, the Company receives cash payments that are not dependent on the Company’s pre-tax net income levels.

Based on criteria established by His Majesty’s Revenue and Customs (“HMRC”), a portion of expenditures being carried out in relation to the Company ’ s pipeline research and development, clinical trials management and third-party manufacturing development activities are eligible for the SME regime and the Company expects such elements of research and development expenditure incurred in its UK entities will also continue to be eligible for the SME regime for future periods.

Research and development tax credits consists of tax credits received in the United Kingdom (“U.K.”).

As of December 31, 2024 and 2023, the current and long-term research and development tax credit receivable was $ 1,255 and $ 1,807 , respectively.

Refer to Note 4 for information about the two U.K.

research and development tax credit cash rebate regimes which the Company benefits from, as well as criteria established by the HMRC.

CARB-X (as defined below)

In May 2021, the Company announced the selection of a new preclinical candidate, SMT-738, from the DDS-04 series for development in the fight against multi-drug resistant infections, specifically Carbapenem-resistant Enterobacteriaceae (“CRE”) infections.

Simultaneously, the Company announced it had received an award from the Trustees of Boston University under the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator program (“CARB-X”) to progress this candidate through preclinical development and Phase Ia clinical trials.

The award commits initial funding of up to $ 4,100 , with the possibility of up to another $ 3,700 based on the achievement of future milestones.

As of December 31, 2023, based on translation of historical foreign currency amounts in the period that the amounts were recognized, the Company has recognized $ 2,920 of cumulative income since contract inception.

During the quarter ended September 30, 2022, CARB-X announced changes to its funding arrangements and terms and conditions.

As a result, the current arrangement concluded as of June 30, 2022, however the Company has the ability to recognize reimbursements for any milestone payments related to work incurred subsequent to this date in accordance with this agreement.

Other (Expense) Income, net

In May 2021, the Company received an award from the Combating Antibiotic Resistant Bacteria Biopharmaceutical Accelerator program ("CARB-X") to progress SMT-738 through preclinical development and an option to continue into Phase Ia clinical studies.

The award committed initial non-dilutive funding of up to $ 4,100 , with the possibility of up to another $ 3,700 based on the achievement of future milestones.

As of December 31, 2022, the Company recognized $ 2,920 of cumulative income under the CARB-X contract and no additional income will be recognized.

Other Income (Expense), net

The following table sets forth the components of other (expense) income:

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Year Ended December 31, 2023 Year Ended December 31, 2022

Foreign currency gains (losses) $ 613 $ ( 4,109 )

Interest expense on promissory notes payable to related parties ( 16,461 ) ( 4,401 )

Interest income 10,403 1,513

Year Ended December 31,

2024 2023 2022

Foreign currency (losses) gains

$ ( 97 ) $ 613 $ ( 4,109 )

Investment income (1)

13,466 10,403 1,513

Reclassification of cumulative currency translation gain (2)

Other (expense) income, net

Other expense, net

— ( 252 ) 304

$ 13,369 $ 11,183 $ ( 2,292 )

(1) Effective January 17, 2023, the Company dissolved the following dormant entities;

Summit (Cambridge) Limited, Summit (Wales) Limited, Summit Corporation Employee Benefit Trust Company Limited, Summit Corporation Limited, Summit Discovery 1 Limited and Summit Infectious Diseases Limited.

As a result, the Company reclassified $ 419 of cumulative foreign currency translation adjustments from accumulated other comprehensive loss relating to these entities.

For the year ended December 31, 2023, other expense, net primarily consisted of loan interest expense incurred related to the promissory notes described in Note 18.

These amounts are partially offset in the year ended December 31, 2023 by interest income related to the Company’s money market funds and the Company’s short-term investments in U.S.

treasury securities and favorable changes in foreign currency.

For the year ended December 31, 2022, other expense, net primarily consisted of unfavorable changes in foreign currency, loan interest expense incurred related to the promissory notes described in Note 18, partially offset by investment income related to the Company’s money market funds and investments in highly liquid U.S.

treasury securities, which are classified as cash equivalents as of December 31, 2022.

(1) Investment income relates to the Company’s money market funds and short-term investments in U.S.

treasury securities.

Refer to Note 12 for details.

(2) The reclassification of cumulative currency translation gain related to the reclassification of cumulative foreign currency translation gains from accumulated other comprehensive loss due to the dissolution of certain dormant entities.

The Company is primarily subject to corporation taxes in the U.S.

and the U.K..

The calculation of the Company’s tax provision involves the application of both U.S.

tax law and requires judgment and estimates.

The Company has assessed the applicability of the OECD/G20 Inclusive Framework on Base Erosion and Profit Shifting (BEPS) Pillar 2 rules, which establish a global minimum tax rate.

Based on our current financial position and revenue thresholds, the Company is not large enough for

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Pillar 2 to apply.

Therefore, the provisions and requirements under Pillar 2 do not impact our financial statements for the reporting period.

The provision for income taxes is determined using the asset and liability approach.

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The amount of benefits that may be used is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement.

The provision for

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate, as well as the related net interest and penalties.

At December 31, 2024 and 2023, the Company had $ 2,122 and $ 1,064 uncertain tax positions for the respective reporting periods.

Due to the Company’s full valuation allowance, the unrecognized tax benefits would not materially impact the Company’s effective tax rate when recognized.

The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as part of its income tax provision.

For the years ended December 31, 2024 and 2023, the Company had no interest or penalties related to unrecognized tax benefits.

The components of the Company’s loss before income taxes are as follows:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

$ ( 199,040 ) $ ( 499,810 ) $ ( 46,868 )

United States ( 22,275 ) ( 115,118 ) ( 31,914 )

Loss before income taxes $ ( 221,315 ) $ ( 614,928 ) $ ( 78,782 )

The Company has not recognized a current or deferred provision for federal, state or non-United States income taxes in either of the years ending December 31, 2023 or 2022, respectively.

The Company has not recognized a current or deferred provision for federal, state or non-United States income taxes in the years ended December 31, 2024, 2023 and 2022.

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The major components of deferred tax assets and liabilities are as follows:

Year Ended December 31,

Year Ended December 31, 2022

Deferred tax assets:

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Section 174 Research and Development Capitalization 14,167 15,982

Lease liability

Other 475 1,318

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Deferred tax liabilities:

Right-of-use assets

( 1,085 ) ( 651 )

Other ( 337 ) ( 174 )

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Deferred tax, net $ — $ —

For the year ended December 31, 2024 and 2023, the Company recorded a deferred tax asset of $ 95,925 and $ 84,925 , respectively.

The Company has evaluated the positive and negative evidence bearing upon its ability to realize its deferred tax assets, which are comprised primarily of net operating loss carryforwards and research and development costs capitalized for tax purposes.

Management has considered the Company’s history of cumulative net losses in the United States (“U.S.”) and the United Kingdom (“U.K.”), estimated future taxable income, as well as prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S.

Management has considered the Company’s history of cumulative net losses in the U.S.

and the U.K., estimated future taxable income, as well as prudent and feasible tax planning strategies, and has concluded that it is more likely than not that the Company will not realize the benefits of its U.S.

federal and state deferred tax assets and U.K.

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The Company reevaluates the positive and negative evidence at each reporting period.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The changes in the valuation allowance during the years ended December 31, 2024, 2023 and 2022 primarily related to net operating loss carryforwards and capitalized research and development expenses.

The change in the valuation allowance was as follows:

Year Ended December 31,

Year Ended December 31, 2022

Valuation allowance as of beginning of year

2024 2023 2022

Net increase recorded to the income tax provision

( 20,735 ) ( 12,270 )

Valuation allowance as of beginning of year $ ( 84,751 ) $ ( 64,016 ) $ ( 51,746 )

Net increases recorded to income tax provision ( 10,837 ) ( 20,735 ) ( 12,270 )

Valuation allowance as of end of year $ ( 95,588 ) $ ( 84,751 ) $ ( 64,016 )

$ ( 84,751 ) $ ( 64,016 )

As of December 31, 2024 and 2023, the Company had U.S.

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In addition, the Company has approximately $ 7,045 in U.S.

State gross loss carryforwards which expire through various dates through 2043 and as of December 31, 2023, the Company had an estimated U.S.

State gross loss carryforwards which expire through various dates through 2043 and as of December 31, 2024, the Company

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

had an estimated U.S.

federal and state research and development tax credit carryforwards of $ 6,982 and $ 586 , respectively, which may be available to offset future tax liabilities, and each begin to expire in 2041 and 2037, respectively.

The Company also had approximately $ 194,454 in U.K.

As of December 31, 2024 the Company also had approximately $ 198,653 in U.K.

gross loss carryforwards available to use against future taxable profits on a year-by-year basis.

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tax losses are subject to additional restrictions where there is a change in ownership in the business and certain other conditions are met.

An ownership change of a UK tax resident company would occur where (directly or indirectly) a single person acquires more than half of the ordinary share capital of a company, or two or more persons each acquire a holding of at least 5% of the ordinary share capital of a company and these holdings together amount to more than half the ordinary share capital of a company.

An ownership change of a U.K.

tax resident company would occur where (directly or indirectly) a single person acquires more than half of the ordinary share capital of a company, or two or more persons each acquire a holding of at least 5% of the ordinary share capital of a company and these holdings together amount to more than half the ordinary share capital of a company.

Where a change in ownership has occurred, and within three years prior to that change in ownership and five years afterwards, there is a major change in the nature and conduct of trade of that company or the trade of that business becomes small or negligible, any losses carried forward will be extinguished from the point of the change in ownership.

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The 2017 Tax Cuts and Jobs Act (“TCJA”) created a requirement that US corporations include in income earnings of certain controlled foreign corporations (“CFC”) under the global intangible low taxed income (“GILTI”) regime.

The Company is allowed to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as period expense only.

Pursuant to the FASB Staff Q&A, Topic 740 No.5.

Accounting for Global Intangible Low-taxed Income, the Company is allowed to make an accounting policy election to either recognize deferred taxes for temporary basis differences expected to reverse as GILTI in future years or to provide for the tax expense related to GILTI in the year the tax is incurred as period expense only.

The Company has elected to account for GILTI in the year the tax is incurred and include the current tax impact of GILTI in the effective tax rate.

Given the Company’s loss position in the U.S.

and the valuation allowance recorded against

and the valuation allowance recorded against its U.S.

net deferred tax assets, these provisions have not had a material impact on the Company’s consolidated financial statements.

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

net deferred tax assets, these provisions have not had a material impact on the Company’s consolidated financial statements.

IRC Section 174 generally permitted taxpayers that incurred research expenses to deduct them in the current year.

For tax years beginning before January 1, 2022, taxpayers were able to make an election with respect to research and experimental (“R&E”) expenditures incurred in connection with a trade or business to either currently deduct or defer and amortize such expenditures.

The TCJA amended this provision to require that R&E expenditures be capitalized and amortized, but delayed the effective date of this amendment, which applies to tax years beginning January 1, 2022 or later.

As such, the changes to IRC Section 174 pursuant to the TCJA are currently applicable to the Company for the 2022 tax year.

R&E expenditures attributable to U.S.

based research must be amortized over a period of five years and R&E expenditures attributable to research conducted outside of the U.S.

must be amortized over a period of 15 years.

As such, the Company is capitalizing $ 73,129 R&E expenditures with a net adjustment of $ 65,816 to account for the capitalization and amortization of R&D expenses incurred in the U.S.

A reconciliation of the Company’s effective tax rate to the U.S.

federal statutory rate is as follows:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

federal income tax statutory rate 21.0 % 21.0 % 21.0 %

State income tax, net of federal tax benefit ( 0.2 ) 0.2 —

Change in valuation allowance ( 4.8 ) ( 3.4 ) ( 16.8 )

Refundable research and development tax credit 0.3 ( 3.6 )

Research and development tax credit 1.4 0.2 ( 3.6 )

Effect of foreign operations taxed at various rates ( 18.5 ) ( 17.1 ) 2.1

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Other 1.0 ( 0.9 ) ( 0.5 )

In the U.K., the Company is entitled to a research and development tax relief for small and medium-sized enterprises which allows the Company an enhanced deduction rate of 230% (up to March 31, 2023) and 186% (from April 1, 2023) on qualifying research and development expenditure (the tax relief).

If the Company incurs tax losses, it is entitled to surrender the lesser of unrelieved tax loss sustained and the tax relief.

As the realization of the tax relief does not depend on generation of future taxable income or the Company’s ongoing tax status or tax position, the Company does not consider the tax relief as an element of income tax accounting under ASC 740.

For the year ended December 31, 2023 and 2022, the Company recognized research and development tax relief of $ 946 and $ 4,523 respectively, which is included in other operating income in the consolidated statements of operations and other comprehensive loss.

It is the intention of the Company to reinvest the earnings of its non-U.S.

subsidiaries in those operations and not to repatriate the earnings to the U.S.

Accordingly, the Company does not provide for deferred taxes on differences between financial reporting and tax basis in its investments in foreign subsidiaries as they are considered permanent in duration or are not expected to reverse in the foreseeable future.

As of December 31, 2023, there are no unremitted earnings of the Company’s foreign subsidiaries.

The Company records unrecognized tax benefits in accordance with ASC 740-10, Income Taxes.

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of uncertain tax positions taken or expected to be taken in the Company’s income tax return and also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.

As of December 31, 2023 and 2022, the Company had total unrecognized tax benefits of $ 1,064 and $ 0 , respectively.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Due to the Company’s full valuation allowance, the unrecognized tax benefits would not materially impact the Company’s effective tax rate when recognized.

The Company does not anticipate the total amounts of unrecognized tax benefits will significantly increase or decrease in the next 12 months.

The Company’s policy is to recognize interest and penalties related to uncertain tax positions as part of its income tax provision.

For the years ended December 31, 2023 and 2022, the Company had no interest or penalties related to unrecognized tax benefits.

A reconciliation of unrecognized tax benefits from continuing operations is as follows:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Unrecognized tax benefits, beginning of year

$ 1,064 $ — $ —

Increases related to prior year tax positions

Decreases related to prior year tax positions

Increases related to current year tax positions

Unrecognized tax benefits, end of year

The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates.

In the normal course of business, the Company is subject to examination by federal, state, and foreign jurisdictions, where applicable.

In the U.S., tax years from 2020 remain subject to examination by the U.S.

$ 2,122 $ 1,064 $ —

In the U.S., the Company files income tax returns in various states.

Tax years from 2020 remain subject to examination by the U.S.

Internal Revenue Service and state tax authorities.

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To the extent the Company has tax attribute carryforwards, the tax years in which the attribute was generated may be adjusted upon examination by the Internal Revenue Service or state tax authorities to the extent utilized in a future period.

In the U.K., tax returns for the year ended December 31, 2022 remains subject to examination by HMRC.

In the U.K., tax returns for the year ended December 31, 2023 remain subject to examination by HMRC.

Net Loss per Share

The following table sets forth the computation of basic and diluted net loss per share:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Net loss $ ( 221,315 ) $ ( 614,928 ) $ ( 78,782 )

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Diluted net loss per share $ ( 0.31 ) $ ( 0.99 ) $ ( 0.41 )

As the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all potential common share equivalents outstanding would have been anti-dilutive.

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

Basic net loss per share is computed by dividing the net loss by the weighted-average number of common shares outstanding for the period.

Diluted net loss per share is computed by dividing the diluted net loss by the weighted-average number of common shares outstanding for the period, including potentially dilutive common shares.

Since the Company was in a loss position for all periods presented, basic net loss per share is the same as diluted net loss per share for all periods, as the inclusion of all potential common share equivalents outstanding would have been anti-dilutive.

Because the 2023 Rights Offering (as defined in Note 20) exercise price of $ 1.05 per share was less than the closing price of $ 1.82 per share on March 1, 2023, the expiration of the , the Company has retroactively adjusted earnings per share and weighted average number of shares outstanding for the bonus element for all periods presented.

Because the 2023 Rights Offering (as defined in Note 17) exercise price of $ 1.05 per share was less than the closing price of $ 1.82 per share on March 1, 2023, the expiration, the Company has retroactively adjusted earnings per share and the weighted average number of shares outstanding for the bonus element for the years ended December 31, 2023 and 2022.

The following potentially dilutive securities were excluded from the computation of the diluted net loss per share of common stock for the periods presented because their effect would have been anti-dilutive:

2024 2023 2022

Options to purchase common stock 68,920,334 54,209,289 19,476,359

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73,636,872 59,380,094 25,526,971

Stock options that are outstanding and contain performance-based or market-based vesting criteria for which the performance or market conditions have not been met are excluded from the presentation of common stock equivalents outstanding in the chart above.

Refer to Note 21 for further information on market-based awards.

Goodwill and Intangible Assets

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dollars at each reporting period.

The Company assesses goodwill for impairment on an annual basis as of December 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.

As of December 31, 2023, the Company performed its annual impairment assessment of goodwill and determined that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount.

There have been no cumulative goodwill impairment charges recognized to date.

As of December 31, 2024 and 2023, goodwill was $ 1,864 and $ 1,893 , respectively.

Changes year over year are the result of changes in foreign currency.

The Company assesses goodwill for impairment on an annual basis as of December 31 or more frequently when events and circumstances occur indicating that recorded goodwill may be impaired.

As of December 31, 2024, the Company performed its annual impairment assessment of goodwill and determined that it is more likely than not that the fair value of the reporting unit exceeds its carrying amount.

The Company has recorded no goodwill impairment charges to date.

Intangible Assets

Components of the Company’s acquired intangible assets are comprised of the following:

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

December 31, 2023 December 31, 2022

Gross Accumulated amortization and impairment charges Net Gross Accumulated amortization and impairment charges Net

Utrophin program acquired (1)

$ — $ — $ — $ 4,015 $ ( 4,015 ) $ —

Discuva platform acquired (2)

13,583 ( 13,583 ) — 12,900 ( 12,900 ) —

Option over non-financial asset 859 ( 859 ) — 816 ( 816 ) —

Other intangibles 140 ( 140 ) — 133 ( 133 ) —

$ 14,582 $ ( 14,582 ) $ — $ 17,864 $ ( 17,864 ) $ —

(1) During the year ended December 31, 2023, the Company dissolved the wholly-owned subsidiary, Muox Limited, a dormant entity.

The Utrophin program intangible assets, which arose from the Muox Limited acquisition were fully impaired and have been removed from the Company’s accounting records.

In December 2017, the Company expanded its infectious disease research by acquiring Discuva Limited, a privately held company in the United Kingdom.

This acquisition provided a bacterial genetics platform and associated software-based technologies (collectively referred to as the “Discuva Platform”).

In conjunction with the significant change in the Company’s strategy and shift in focus to the therapeutic area of oncology, the Company determined that it would cease further investment in the Discuva Platform.

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This impairment charge is presented as impairment of intangible assets in the consolidated statements of operations and comprehensive loss.

Changes year over year in the gross and accumulation amortization amounts of intangible assets are the result of changes in foreign currency.

Amortization expense was $ 0 and $ 914 for the years ended December 31, 2023 and 2022, respectively.

There was no amortization expense for the years ended December 31, 2024 and 2023.

Amortization expense for the year ended December 31, 2022 was $ 914 .

Net book value of intangible assets is nil as at December 31, 2024 and December 31, 2023.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Fair Value Measurements and Short-Term Investments

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Money market funds $ 88,599 $ — $ — $ 88,599

Government treasury bills — 39,341 — 39,341

Short-term investments:

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Government treasury bills — 39,341 — 39,341

Short-term investments:

Government treasury bills

— 114,817 — 114,817

$ 21,016 $ 154,158 $ — $ 175,174

The tables above do not include cash at December 31, 2024 and 2023 of $ 16,263 and $ 11,068 , respectively.

The Company believes that the carrying amounts of prepaid expenses, other current assets, accounts payable, and accrued expenses approximates their fair values due to the short-term nature of those instruments.

As of December 31, 2023, the carrying value of the Company’s promissory note approximated its fair value and the current interest rate of the note outstanding when compared to market interest rates (which represents a Level 2 measurement).

Refer to Note 16 for further details.

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

The table above does not include cash at December 31, 2023 and 2022 of $ 11,068 and $ 62,094 , respectively.

The carrying value of the Company’s promissory note approximates its fair value due to the recent issuance of the notes in December 2022 and the current interest rate of the note outstanding when compared to market interest rates (which represents a Level 2 measurement).

Refer to Note 18 for further details.

Short-Term Investments

The following table sets forth the Company’s short-term investments as of December 31, 2023, which have a contractual maturity of less than one year:

The following table sets forth the Company’s short-term investments as of December 31, 2024 and 2023, which have a contractual maturity of less than one year:

December 31, 2024

Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Credit Loss Fair Value

Amortized Cost Unrealized Gains

Unrealized (Losses)

Credit (Loss)

Government treasury bills $ 307,387 $ 100 $ — $ — $ 307,487

Total $ 307,387 $ 100 $ — $ — $ 307,487

The Company did not have any short-term investments as of December 31, 2022.

December 31, 2023

Amortized Cost Unrealized Gains

Unrealized (Losses)

Credit (Loss)

Government treasury bills $ 114,781 $ 36 $ — $ — $ 114,817

Total $ 114,781 $ 36 $ — $ — $ 114,817

Property and Equipment

Property and equipment consisted of the following:

December 31, 2023

December 31, 2022

December 31, 2024 December 31, 2023

Laboratory equipment $ 21 $ 22

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Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 89 , $ 198 and $ 349 , respectively.

The Company recognized a fixed asset impairment charge of $ 474 for the year ended December 31, 2023.

There were no impairment charges related to fixed assets for the year ended December 31, 2022.

There were no material impairment charges related to fixed assets for the years ended December 31, 2024, 2023 and 2022.

Research and Development Prepaid Expenses and Accrued Liabilities

Included within prepaid expenses at December 31, 2023 and 2022 is $ 1,466 and $ 442 , respectively, of prepayments relating to research and development expenditures.

Included within prepaid expenses and other current assets at December 31, 2024 and 2023 is $ 8,338 and $ 1,466 , respectively, of prepayments relating to research and development expenditures.

Included within accrued liabilities at December 31, 2024 and 2023 is $ 17,441 and $ 7,289 , respectively, relating to research and development expenditures.

The Company records accruals for estimated ongoing research and development costs or prepaid expenses where the payments made exceed the estimated costs.

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The Company does not have any finance leases.

During the year ended December 31, 2023, the Company recorded $ 4,245 of additional right-of-use assets related to a new lease for additional office space which commenced in May 2023 at its Menlo Park, California location.

The Company will make total lease payments of $ 4,701 over the 36 month term of the new lease, which expires in May 2026.

The Company leases its offices and facilities in Menlo Park, CA, Miami, FL and Oxford, U.K., under non-cancellable operating lease agreements.

The lease agreements for the Company’s offices and facilities in Menlo Park, CA expire from December 2025 to May 2026.

The lease agreements for the Company’s offices and facilities in Miami, FL and Oxford, U.K.

April 2029 and February 2027, respectively.

Under the terms of the lease agreements, the Company is responsible for certain repair and maintenance, utilities, licensing and permit fees.

During the year ended December 31, 2024, the Company recorded $ 4,216 of additional right-of-use assets related to a new lease for office space that commenced during the first fiscal quarter for its Miami, Florida headquarter location.

Total future lease payments as of December 31, 2024 are approximately $ 4,185 on an undiscounted basis.

This lease commenced on February 1, 2024 and has a term of 5.3 years.

As of December 31, 2024, the Company had $ 325 of restricted cash associated with an irrevocable letter of credit required by the landlord to enter into this lease.

In addition, during the year ended December 31, 2023, the Company terminated the Company’s Cambridge, U.K.

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This resulted in disposing the carrying value of the right-of use asset of $ 788 , removing the related lease liability of $ 809 , and there were no penalties charged for early termination of this lease.

The Company recorded $ 2,860 of right-of-use assets during the year ended December 31, 2022 related to its Menlo Park, California location.

The carrying value of the right-of-use assets as of December 31, 2024 and 2023 is $ 7,144 and $ 5,859 , respectively.

The elements of lease expense were as follows:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Fixed lease costs $ 3,461 $ 2,214 $ 1,384

6 unchanged sentences

The Company made cash payments related to lease liabilities of $ 2,568 and $ 2,208 for the years ending December 31, 2024 and 2023 respectively.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Future lease payments under non-cancelable leases as of December 31, 2024 are detailed as follows:

6 unchanged sentences

Non-current lease liabilities 3,453

The Company signed a lease agreement on January 8, 2024 for executive office space for its new headquarters in Miami, Florida.

The office space is approximately 9,000 square feet.

The term of the lease is 64 months.

Total payments for this office

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

space is approximately $ 5,100 over the term of the lease.

The table above excludes payments related to the lease signed in January 2024.

Promissory Notes Payable to Related Parties

Non-current and current debt consisted of the following:

Current notes Non-current notes

December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022

Principal amounts $ — $ 20,000 $ 100,000 $ 500,000

Debt discount — ( 230 ) — ( 5,460 )

Total promissory notes payable to related parties $ — $ 19,770 $ 100,000 $ 494,540

Promissory Note Payable to Related Parties

At December 31, 2024 and 2023, the Company's non-current debt was $ 0 and $ 100,000 , respectively.

As of December 31, 2023, the non-current debt balance consisted of principal amounts due on promissory notes payable to related parties as described below.

At December 31, 2024 and 2023, the Company had no current debt.

March 2022 Promissory Note

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Debt issuance costs associated with the March 2022 Note were immaterial and expensed as incurred.

The March 2022 Note of $ 25,000 , plus accrued interest of $ 434 has been repaid to Mr.

Duggan on August 10, 2022 in connection with the completion of the rights offering with aggregate gross proceeds of $ 100,000 .

The March 2022 Note of $ 25,000 , plus accrued interest of $ 434 was repaid to Mr.

Duggan on August 10, 2022 in connection with the completion of the 2022 Rights Offering (as defined in Note 17) which received aggregate gross proceeds of $ 100,000 .

The Company incurred interest expense related to the March 2022 Note of $ 1,296 for the year ended December 31, 2022, which included amortized imputed interest of $ 861 .

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Duggan and Dr.

Zanganeh unsecured promissory notes in the amount of $ 400,000 (the “Duggan February Note”) and $ 20,000 (the “Zanganeh Note”), respectively, which matured and become due on February 15, 2023 and an unsecured promissory note to Mr.

Zanganeh unsecured promissory notes in the amount of $ 400,000 (the "Duggan February Note") and $ 20,000 (the "Zanganeh Note"), respectively, which matured and became due on February 15, 2023 and an unsecured promissory note to Mr.

Duggan in the amount of $ 100,000 (the “Duggan September Note” and together with the Duggan February Note and the Zanganeh Note, the “December 2022 Notes”), which was originally due on September 15, 2023.

The maturity dates of the December 2022 Notes could have been 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 consummates 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.

In addition, if the Company consummated 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

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

the Zanganeh Note were to 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 $ 500,000 (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) the Duggan September Note following the completion of a capital raising transaction subsequent to the Rights Offering in an amount equal to the lesser of (A) the net proceeds of such capital raise or (B) the full amount outstanding of the Duggan September Note.

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 $ 500,000 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 2023 Rights Offering (as defined in Note 17) in an amount equal to the lesser of (A) the net proceeds of such capital raise or (B) 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").

On February 15, 2023, the $ 20,000 Zanganeh Note matured and the Company repaid the outstanding principal balance.

In connection with the closing of the rights offering, the $ 400,000 Duggan Promissory Note matured and became due, and the Company repaid all principal and accrued interest thereunder using a portion of the proceeds from this rights offering.

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

1 unchanged sentence

Such prepaid interest was 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 $ 0.01 ), which was 9,720,291 shares.

For all applicable periods following February 15, 2023, interest accrued 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.

Accrued interest was paid in cash, quarterly in arrears, on each of March 31, June 30, September 30 and December 31.

On February 15, 2023, the $ 20,000 Zanganeh Note matured and the Company repaid the outstanding principal balance.

In connection with the closing of the 2023 Rights Offering, the $ 400,000 Duggan Promissory Note matured and became due, and the Company satisfied all principal and accrued interest thereunder using a combination of a portion of the cash proceeds from the 2023 Rights Offering and the extinguishment of a portion of the amount due equal to the subscription price of shares subscribed by Mr.

Duggan in the 2023 Rights Offering.

Debt issuance costs associated with the Notes were $ 44 and were capitalized as part of the carrying value of the promissory notes payable to related parties.

During the year ended December 31, 2023, the Company incurred interest expense of $ 16,461 for the year ended December 31, 2023, which included amortized imputed interest of $ 761 .

The Company incurred interest expense of $ 3,105 for the year ended December 31, 2022 related to the December 2022 Notes, which included amortized imputed interest of $ 395 .

As of December 31, 2023 and 2022 there was $ 120 of accrued interest payable included within accrued expenses in the consolidated balance sheet.

Imputed interest is calculated as the difference between the expected interest payable and the deemed market rate of interest and is recorded as a debt discount at inception of the note payable with a credit to additional paid-in capital for notes payable to related parties.

Imputed interest was calculated as the difference between the expected interest payable and the deemed market rate of interest and is recorded as a debt discount at inception of the note payable with a credit to additional paid-in capital for notes payable to related parties.

The debt discount is amortized to interest expense using an effective interest rate method.

1 unchanged sentence

On February 17, 2024 the Duggan February Note was amended to extend the maturity date from September 6, 2024 to April 1, 2025.

For all applicable periods commencing February 17, 2024, interest shall accrue on the outstanding principal balance at the greater of 12 % or the US prime interest rate, as reported in the Wall Street Journal plus 350 basis points, as adjusted monthly, compounded quarterly.Interest shall be paid upon maturity of the loan.

For all applicable periods commencing February 17, 2024, interest accrued on the outstanding principal balance at the greater of 12 % or the US prime interest rate, as reported in the Wall Street Journal plus 350 basis points, as adjusted monthly, compounded quarterly.

Interest was paid upon maturity of the loan.

In accordance with the applicable accounting standards, a short-term debt obligation should be excluded from current liabilities if the entity has both the intent and ability to refinance the obligation on a long-term basis.

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(in thousands, except share and per share data)

The estimated future principal payments are $ 0 and $ 100,000 for 2024 and 2025, respectively, as the note matures on April 1, 2025.

Other Non-Current Liabilities

Included within other non-current liabilities at December 31, 2023 and 2022 is $ 1,356 and $ 1,209 , respectively, relating to assumed contingent liabilities.

The timing of these potential payments is uncertain.

In conjunction with the significant change in the Company’s strategy and shift in focus to the therapeutic area of oncology, the Company determined that it will cease further investment in the Discuva platform and evaluate further options for the use of the Discuva Platform.

As a result, management has revised the estimated presented value of these payments and remeasured the contingent liabilities.

This resulted in recording a gain on remeasurement of liabilities of $ 1,265 during the year ended December 31, 2022, which is included net as part of the research and development expenses in the consolidated statement of operations and comprehensive loss.

There were no remeasurement losses or gains recognized during the year ended December 31, 2023.

During the year ended December 31, 2024, the Company incurred interest expense of $ 8,686 related to promissory notes payable.

During the year ended December 31, 2023, the Company incurred interest expense of $ 16,461 which included amortized imputed interest of $ 761 .

During the year ended December 31, 2022, the Company incurred interest expense of $ 3,105 related to the December 2022 Notes which included amortized imputed interest of $ 395 .

As of December 31, 2024 and 2023, there was $ 0 and $ 120 , respectively, of accrued interest payable included within accrued expenses in the consolidated balance sheet.

As of October 1, 2024, the Company repaid the Duggan September Note in full, resulting in principal payments in the aggregate amount of $ 100,000 and accrued cash interest of $ 7,305 .

Stockholders' Equity

Preferred Stock

As of December 31, 2024 and December 31, 2023, the Company had 20,000,000 shares of preferred stock, par value $ 0.01 authorized and no shares issued and outstanding.

As of December 31, 2024 and December 31, 2023, the Company had authorized 1,000,000,000 shares of common stock, par value $ 0.01 (the "Common Stock").

As of December 31, 2024 and December 31, 2023, the Company had 737,626,004 shares and 701,660,053 shares of Common Stock issued and outstanding, respectively.

In August 2022, the Company announced the closing of its 2022 rights offering (“2022 Rights Offering”).

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On April 27, 2023, the SEC issued the Company a Notice of Effectiveness for the registration statement on Form S-3.

As described in Note 1, Mr.

Soni entered into a share purchase agreement with the Company to purchase $ 5,000 of its common stock via a private placement.

The transaction was effective October 13, 2023 with a closing price of $ 1.68 , resulting in the purchase of 2,976,190 shares of the Company’s common stock.

June 2024 PIPE (Private Investment in Public Equity)

On June 3, 2024, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with 667, L.P.

and Baker Brothers Life Sciences, L.P., affiliates of Baker Bros.

Advisors, L.P.

(the “Investors”), for the sale by the Company in a private placement (the “June 2024 Private Placement”) of 22,222,222 shares (the “Shares”) of Common Stock, at a purchase price of $ 9.00 per share, for an aggregate purchase price of approximately $ 200,000 .

The closing of the June 2024 Private Placement was June 6, 2024.

The Purchase Agreement contained customary representations, warranties and covenants by the Company, customary indemnification obligations of the Company, including for liabilities under the Securities Act of 1933, other obligations of the parties and termination provisions.

The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of the Purchase Agreement 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.

On June 3, 2024, in connection with the Purchase Agreement, the Company entered into a Registration Rights Agreement with the Investors (the “Registration Rights Agreement”).

The Registration Rights Agreement provides, among other things, that the Company will as soon as reasonably practicable, file with 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 Company filed the registration statement on August 6, 2024, which was automatically effective upon filing.

September 2024 PIPE

On September 11, 2024, the Company entered into securities purchase agreements (the “September 2024 Purchase Agreements”) with multiple leading biotech institutional investors and individual accredited investors (the “September 2024 Investors”), for the sale by the Company in a private placement (the “September 2024 Private Placement”) of an aggregate of 10,352,418 shares (the “September 2024 Shares”) of the Company’s common stock, par value $ 0.01 per share of 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 $ 235,000 , with offering costs of $ 140 .

All of the Company's Section 16 officers participated in the capital raise.

A total of $ 79,000 was raised by the Company's Co-Chief Executive Officer (“CEO”), Executive Chairman and majority stockholder, its Co-CEO and the President and member of the Company's Board of Directors (the "Board"), its Chief Operating Officer (“COO”), Chief Financial Officer (“CFO”), and member of the Board, its Chief Accounting Officer ("CAO"), and a member of the Board of Directors, who invested via a controlled entity.

The remaining $ 156,000 was raised with multiple leading biotech institutional investors.

Refer to Note 20 Related Party Transactions for further details regarding related parties' participation.

The closing of the September 2024 Private Placement was September 13, 2024.

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

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

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.

On September 11, 2024, in connection with the September 2024 Purchase Agreements, the Company entered into Registration Rights Agreements with the Investors (the “September 2024 Registration Rights Agreements”).

The September 2024 Registration Rights Agreements provide, among other things, that the Company will as soon as reasonably practicable file with the SEC a registration statement registering the resale of the Shares.

The Company filed the registration statement on September 19, 2024, which was automatically effective upon filing.

At-the-Market Offering (ATM Offering)

On May 13, 2024, the Company entered into an at-the-market sales agreement (the "ATM Agreement") pursuant to which the Company may, subject to the terms and conditions set forth in the agreement offer and sell, from time to time, through or to the agents, acting as agents or principal, shares of the Company's common stock, par value $ 0.01 , having an aggregate offering price of up to $ 90,000 .

From the date of the ATM Agreement through December 31, 2024, the Company sold 1,807,093 shares of common stock under the ATM Agreement at a weighted-average price of $ 24.47 per share, for gross proceeds of $ 44,223 .

The remaining availability under the ATM Agreement as of December 31, 2024 is approximately $ 45,777 .

The Company has received net proceeds of $ 43,033 , which is net of sales commissions and other offering fees of approximately $ 1,190 .

The Company plans to use the net proceeds from this offering for working capital and general corporate purposes.

As part of the private placement on December 24, 2019, the participating investors were granted warrants with the right to subscribe for 5,261,350 shares of common stock at an exercise price of $ 1.58 , exercisable any time in the period commencing on the date falling six months following December 24, 2019 and ending on the tenth anniversary of admission.

4 unchanged sentences

Also, as part of the private placement on December 24, 2019, certain consultants were granted warrants with the right to subscribe for 3,358,732 shares of common stock in exchange for certain services.

The warrants have an exercise price of $ 1.44 and vest quarterly over three years .

If the consulting agreement terminated prior to three years after the date of the grant, all unvested warrants will be deemed cancelled.

The warrants have an exercise price of $ 1.44 and vested quarterly over three years .

If the consulting agreement terminated prior to three years after the date of the grant, all unvested warrants were to be deemed cancelled.

On June 30, 2020, the consulting agreement was terminated and 2,798,945 warrants cancelled immediately.

The remaining 559,787 of outstanding warrants are held by Dr.

Zanganeh and Dr.

Elaine Stracker.

Warrants granted over shares of common stock to consultants in exchange of certain services are similar to stock-based compensation (see Note 21).

Warrants granted over shares of common stock to consultants in exchange of certain services are similar to stock-based compensation.

The following table summarizes the Company’s warrants activity for the year ended December 31, 2024:

4 unchanged sentences

Outstanding as of December 31, 2024 4,629,988 $ 1.58 4.98 years $ 75,300

Stock-Based Compensation

2016 Long Term Incentive Plan

Upon the effectiveness of the 2020 Stock Incentive Plan, no additional grants will be made under the 2016 Long Term Incentive Plan, (the “2016 Plan”) and any outstanding awards continue with their original terms.

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

Stock-Based Compensation

2016 Long Term Incentive Plan

2020 Stock Award Plan

12 unchanged sentences

As of December 31, 2024, there are 3,204,109 shares available to be issued under the 2020 Plan.

The Company currently grants stock options to employees and directors under the 2020 Stock Incentive Plan (the "2020 Plan") and formerly, the Company granted stock options under the 2016 Long Term Incentive Plan (the "2016 Plan").

The 2020 Plan is administered by the Compensation Committee of the Board.

The 2020 Plan is intended to attract and retain employees and directors and provide an incentive for these individuals to assist the Company to achieve long-range performance goals and to enable these individuals to participate in the long-term growth of the Company.

On May 3, 2024, the Board adopted the 2024 Inducement Pool (the “Inducement Pool”), which mirrors the terms of the 2020 Plan, with a total of 2,000,000 shares of common stock reserved for issuance under the Inducement Pool.

The Inducement Pool provides for the grant of non-qualified stock options and was approved by the Compensation Committee of the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules.

The Inducement Pool is administered by the Compensation Committee of the Board.

In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, non-qualified stock options under the Inducement Pool may only be made to an employee who has not previously been an employee of the Company or member of the Board (or any parent or subsidiary of the Company), if he or she is granted such non-qualified stock options in connection with his or her commencement of employment with the Company or a subsidiary and such grant is an inducement material to his or her entering into employment with the Company or such subsidiary.

As of December 31, 2024, there were 339,600 shares available for grant under the Inducement Pool.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

2020 Employee Stock Purchase Plan

3 unchanged sentences

As of December 31, 2024, there were 1,883,141 shares available to be issued under the 2020 ESPP.

The first offering period of the 2020 ESPP plan consisted of seven months , commencing on August 2, 2021 and completed on February 28, 2022.

The second offering period commenced on March 1, 2022 and was completed on August 31, 2022.

Offering periods thereafter will be six months in duration and will commence immediately proceeding the end of the previous offering period, unless otherwise determined by the Board of Directors or Compensation Committee.

The 2020 ESPP is comprised of purchase periods of six months in duration and commence immediately preceding the end of the previous offering period, unless otherwise determined by the Board of Directors or Compensation Committee.

Under the 2020 ESPP, eligible employees can purchase shares of common stock through payroll deductions of up to 15 % of their compensation received during the plan period or such shorter period during which deductions from payroll are made, up to a defined maximum amount.

2 unchanged sentences

In the absence of a determination by the Board of Directors or the Compensation Committee, the option price is 85 % of the lesser of the closing price of the common stock on (i) the first business day of the plan period or (ii) the exercise date.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The closing price is the (a) the closing price (for the primary trading session) on the Nasdaq Global Select Market or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in the Wall Street Journal or another source selected by the Board or the Committee.

6 unchanged sentences

The assumptions used in the Company’s valuation are summarized as follows, presented on a weighted average basis:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Risk-free interest rate 4.20 % 4.59 % 3.11 %

2 unchanged sentences

Expected annual dividends per share — % — % — %

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

The following table summarizes the Company’s time-based stock option activity for the year ended December 31, 2024:

7 unchanged sentences

Exercisable at December 31, 2024 18,357,551 $ 3.10 7.7 years $ 270,696

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

As of December 31, 2024, there was $ 49,901 total unrecognized compensation cost related to unvested time-based stock option grants.

The unvested amount is expected to be recognized over a weighted average period of approximately 2.2 years.

Performance and Market-based Stock Options

The Compensation Committee of the Company’s Board of Directors and management approved 2,825,000 option grants to its executives and certain employees of the Company during the year ended December 31, 2024, which will vest based upon certain revenue and market-based performance conditions.

The fair value of performance and market-based stock options that include a market condition is determined using a Monte Carlo valuation model, which utilizes multiple input variables to estimate the probability that the market condition will be achieved.

The following table summarizes the Company’s performance and market-based stock option activity for the year ended December 31, 2024:

6 unchanged sentences

Outstanding as of December 31, 2024 - vested and expected to vest 9,104,344 $ 1.63 8.6 years $ 147,583

Exercisable at December 31, 2023 — $ — — $ —

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2023 and 2022 was $ 1.41 and $ 0.87 , per share, respectively.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2023 and 2022 was $ 474 and $ 142 , respectively.

The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock.

As of December 31, 2023, total unrecognized compensation cost related to unvested stock option grants was approximately $ 61,162 .

This amount is expected to be recognized over a weighted average period of approximately 2.2 years.

The fair value of warrants is estimated on the date of grant using the Black-Scholes valuation methodology.

Expected volatilities are based on historical share price performance, weighted to exclude periods of unusually high volatility.

The Company assumed the warrants to be exercised immediately on vesting.

The risk-free rate is equal to the prevailing U.K.

Gilts rate at grant date that most closely matches the expected term of the grant, as the warrants were issued when the Company was domiciled in the U.K..

Expected dividend yield is zero , and consistent with the Board of Directors’ view that the Company’s business model is to generate value through capital growth rather than the payment of dividends.

Each warrant entitles the warrant holder to subscribe in cash for one share.

Shares of common stock allotted pursuant to the exercise of the warrant will rank in full for all dividends and other distributions with a record date after the exercise date with the shares of common stock in issue at that date.

Refer to Note 20 for the Company’s warrants activity for the year ended December 31, 2023.

Exercisable at December 31, 2024 9,104,344 $ 1.63 8.6 years $ 147,583

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

At December 31, 2023, there was no unrecognized compensation expense related to warrants.

The weighted-average grant-date fair value of stock options granted during the years ended December 31, 2024 and 2023 was $ 3.40 and $ 1.41 , per share, respectively.

The aggregate intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 was $ 863 and $ 474 , respectively.

During the year ended December 31, 2024, the Company achieved certain market conditions, which resulted in 9,151,844 shares vesting and acceleration of $ 7,050 of stock-based compensation expense related to the accelerated vesting of these awards.

As of December 31, 2024, the number of unvested performance-based stock options that were deemed to be not probable of vesting and the related unrecognized stock-based compensation expense is 39,215,976 and $ 52,700 , respectively.

Stock-Based Compensation

Stock‑based compensation expense related to stock options is recorded within the consolidated statements of operations and comprehensive loss as follows:

Year Ended December 31, 2023 Year Ended December 31, 2022

Year Ended December 31,

2024 2023 2022

Research and development

4 unchanged sentences

$ 50,981 $ 14,108 $ 11,948

The following table summarizes share-based compensation expense associated with each of our share-based compensation arrangements:

Year Ended December 31, 2023 Year Ended December 31, 2022

The following table summarizes stock-based compensation expense associated with each of our stock-based compensation arrangements:

Year Ended December 31,

2024 2023 2022

Time-based stock options

1 unchanged sentence

Performance and market-based stock options

11,033 1,318 84

Employee stock purchase plan

8 unchanged sentences

Refer to Note 16 for discussion of promissory notes payable to related parties.

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Other commitments

1 unchanged sentence

Most contracts provide for termination upon notice, and therefore are cancellable contracts.

As of December 31, 2023, total contractual commitments, excluding leases commitments and debt commitments, are estimated to be approximately $ 37,700 and the majority of these commitments are due within one year .

Subsequent to December 31, 2023, through February 9, 2024 the Company entered into additional contractual commitments of approximately $ 23,000 with various third parties related to its clinical trials.

The Company has certain commitments under its agreements with the Akeso, Wellcome Trust, the University College London and certain employees, former employees and former directors of Discuva, pursuant to which it will be required to pay royalties or make milestone payments.

As of December 31, 2024, total unconditional purchase obligations, excluding leases commitments, are estimated to be approximately $ 13,900 .

The Company has certain commitments under its agreements with Akeso.

The License Agreement with Akeso also contains certain manufacturing and purchase commitments.

As of December 31, 2023, the Company is unable to estimate the amount, timing or likelihood of achieving the

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

milestones, making future product sales or assessing estimated forecasts for manufacturing and supplied materials which these contingent payment obligations relate to.

As of December 31, 2024, the Company is unable to estimate the amount, timing or likelihood of achieving the milestones, making future product sales or assessing estimated forecasts for manufacturing and supplied materials which these contingent payment obligations relate to.

Indemnifications

8 unchanged sentences

July 25, 2022 First Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc.

On July 25, 2022 the Company entered into a first amendment, dated July 19, 2022, to its existing sublease agreement with MZA, described above.

On July 25, 2022 the Company entered into a first amendment, dated July 19, 2022, to its existing sublease agreement with Maky Zanganeh and Associates, Inc.

("MZA"), an entity owned by Maky Zanganeh, consisting of 4,500 square feet of office space at 2882 Sand Hill Road, Menlo Park, California.

The existing sublease term, which was set to expire on September 30, 2022, was extended for a period of thirty-nine months from October 1, 2022 through December 31, 2025.

The rent payable under the terms of the sublease is equivalent to the proportionate share of the net payable by MZA to the third-party landlord, based on the square footage of office space sublet by the Company, and no mark-up has been applied.

During the year ended December 31, 2023, payments of $ 762 , were made pursuant to the first amendment to the Sublease Agreement.

The agreement was further amended to include additional space, as noted below under the "August 2, 2024 Third Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc."

July 29, 2022 Second Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc.

3 unchanged sentences

During the year ended December 31, 2023 payments of $ 218 , were made pursuant to the secondment amendment to the sublease.

March 10, 2022 Note Purchase Agreement

On March 10, 2022, the Company entered into a Note Purchase Agreement (the “March 2022 Note”), with Mr.

Duggan, pursuant to which Mr.

Duggan loaned the Company $ 25,000 in exchange for the issuance by the Company of an unsecured promissory note in the amount of $ 25,000 .

The March 2022 Note accrued interest at a rate per annum equal to the prime rate as reported in the Wall Street Journal , which was 3.25 % as of the effective date and 4.75 % as of June 30, 2022.

The March 2022 Note, including accrued interest, became due upon the earlier of (i) the consummation of a registered public offering with net proceeds of no less than $ 25,000 or (ii) 18 months from the date of issuance of the March 2022 Note, and was repaid on August 10, 2022.

2022 Rights Offering

The 2022 Rights Offering commenced on July 18, 2022, and the associated subscription rights expired on August 8, 2022.

Aggregate gross proceeds received from the rights offering were $ 100,000 from the sale of 103,092,783 shares of common stock.

Duggan and Dr.

Zanganeh fully subscribed to their respective basic subscription rights and oversubscribed, at a price of $ 0.97 per share.

Issuance costs were $ 111 .

In connection with the closing of the 2022 Rights Offering, the March 2022 Note

During the year ended December 31, 2024, 2023 and 2022 payments to MZA related to the above leases were $ 1,019 , $ 1,018 , and $ 598 were made pursuant to the second amendment to the Sublease Agreement.

April 1, 2024 Miami Sublease Agreements

On April 1, 2024, the Company entered into two sublease agreements of its Miami headquarters location, one with Genius 24C Inc.

("Genius"), an affiliate of the Company's CEO, Robert W.

Duggan (the "Genius Sublease Agreement") and one with Duggan Investments Research LLC ("Investments Research"), also an affiliate of the Company's CEO, Robert W.

Duggan (the "Investments Research Sublease Agreement").

Pursuant to the Genius Sublease Agreement, Genius will sublease from the Company 848 square feet of office space in the Miami HQ for a sixty-two month term for total rental payments of

Summit Therapeutics Inc.

1 unchanged sentence

(in thousands, except share and per share data)

matured and became due, and the Company repaid all principal and accrued interest thereunder using a portion of the proceeds from the 2022 Rights Offering on August 10, 2022.

December 6, 2022 Note Purchase Agreement

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 $ 520,000 .

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

Duggan and Dr.

Zanganeh unsecured promissory notes in the amount of $ 400,000 (the “Duggan February Note”) and $ 20,000 (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 $ 100,000 (the “Duggan September Note” and together with the Duggan February Note and the Zanganeh Note, the “December 2022 Notes”), which matured and became due on September 15, 2023.

The maturity dates of the December 2022 Notes could have been 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 consummates 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 $ 500,000 (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.

On February 15, 2023, the $ 20,000 Zanganeh Note, matured and the Company repaid the outstanding principal balance.

In connection with the closing of the 2023 Rights Offering, the $ 400,000 Duggan Promissory Note, matured and became due, and the Company satisfied all principal and accrued interest thereunder using a combination of a portion of the cash proceeds from the 2023 Rights Offering and the extinguishment of a portion of the amount due equal to the subscription price for shares subscribed by Mr.

Duggan in the 2023 Rights Offering (as defined above).

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 $ 0.01 ), which was 9,720,291 shares.

For all applicable periods following February 15, 2023, interest shall accrue on the outstanding principal balance of the Notes at the United States 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 United States prime rate plus 300 basis points, as adjusted monthly.

During the year ended December 31, 2023, the Company made payments for interest of $ 10,650 .

On February 17, 2024 the Duggan February Note was amended to extend the maturity date from September 6, 2024 to April 1, 2025.

For all applicable periods commencing February 17, 2024, interest shall accrue on the outstanding principal balance at the greater of 12 % or the US prime interest rate, as reported in the Wall Street Journal plus 350 basis points, as adjusted monthly, compounded quarterly.

Interest shall be paid upon maturity of the loan.

approximately $ 446 .

Pursuant to the Investments Research Sublease Agreement, Investments Research will sublease from the Company 848 square feet of office space in the Miami HQ for a sixty-two month term for total rental payments of approximately $ 446 .

During the year ended December 31, 2024, the Company recognized $ 156 of sublease income recorded net of operating lease expenses.

August 2, 2024 Third Amendment to Sublease Agreement with Maky Zanganeh and Associates, Inc.

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.

2022 Rights Offering

Refer to Note 17 for a discussion on the 2022 Rights Offering.

Promissory Note Payable to Related Parties

Refer to Note 16 for a discussion of the promissory note payable to related parties issued December 6, 2022 and fully repaid on October 1, 2024.

Akeso License Agreement

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

Upon the closing of the License Agreement, the Board of Directors (the “Board”) of the Company appointed Dr.

1 unchanged sentence

Xia is the founder of Akeso, Inc., and has been the chairwoman, president and CEO of the Company since its inception in 2012.

For details on the License Agreement, see Note 6.

Furthermore, in connection with the License Agreement, the Company also entered into a Supply Agreement with Akeso, pursuant to which Summit agreed to purchase a certain portion of drug substance for clinical and commercial supply (the “Supply Agreement”).

All transactions pursuant to the Supply Agreement, which occurred during 2023, were in the ordinary course of business.

The Company paid approximately $ 2,500 to Akeso during year ended December 31, 2023.

As of December 31, 2023, the Company included in accrued expenses approximately $ 3,619 due to Akeso.

For details on the License Agreement and Second Amendment entered into on June 3, 2024, see Note 5.

Furthermore, in connection with the License Agreement, the Company agreed to purchase a certain portion of drug substance

and/or drug product for clinical and commercial supply and to enter into a supply agreement with Akeso.

During the years ended December 31, 2024 and 2023, respectively, the Company paid $ 39,198 and $ 2,500 to Akeso.

As of December 31, 2024 and 2023, respectively, the Company included in accrued expenses approximately $ 3,956 and $ 3,619 due to Akeso.

2023 Rights Offering

On December 6, 2022, the Company announced a rights offering for its existing shareholders to participate in the purchase of additional shares of its Common Stock for $ 1.05 per share.

The 2023 Rights Offering commenced on February 7, 2023 and the associated subscription rights expired on March 1, 2023.

Aggregate gross proceeds from the 2023 Rights Offering were $ 500,000 from the sale of 476,190,471 shares of the Company’s common stock and issuance costs were $ 619 .

Duggan and Dr.

Zanganeh fully subscribed to their respective basic subscription rights at a price of $ 1.05 per share.

To satisfy the $ 395,314 subscription price for the shares subscribed by Mr.

Duggan in the 2023 Rights Offering, Mr.

Duggan agreed with the Company to extinguish a portion of the amount due and payable to him by the Company at the closing of the 2023 Rights Offering pursuant to the $ 400,000 Duggan Promissory Note in an amount equal to the subscription price.

Refer to Note 17 for a discussion on the 2023 Rights Offering.

Registration of Shares

1 unchanged sentence

(i) 10,000,000 shares of Common Stock issued on January 17, 2023 in connection with the License Agreement with Akeso pursuant to which the Company issued Akeso such shares;

and (ii) the 9,346,434 and 373,857 shares of Common Stock issued in December 2022 to the Company’s Chief Executive Officers, Mr.

and (ii) the 9,346,434 and 373,857 shares of Common Stock issued in December 2022 to the Company’s Co-Chief Executive Officers, Mr.

Duggan and Dr.

2 unchanged sentences

On April 27, 2023, the SEC issued the Company a Notice of Effectiveness for the registration statement on Form S-3.

Private Placement

Private Placements

On October 16, 2023, the Company announced the appointment of Mr.

Manmeet Soni as its Chief Operating Officer, effective immediately.

Soni as its Chief Operating Officer, effective immediately.

Soni has been a part of the Company’s Board of Directors since 2019.

He will remain a member of the Board of Directors.

In conjunction with his appointment, Mr.

In conjunction with his

Summit Therapeutics Inc.

Notes to Consolidated Financial Statements

(in thousands, except share and per share data)

appointment, Mr.

Soni entered into a share purchase agreement with the Company to purchase $ 5,000 of its common stock via a private placement.

The transaction was effective October 13, 2023 with a closing price of $ 1.68 , resulting in the purchase of 2,976,190 shares of the Company’s common stock.

September 2024 PIPE

On September 11, 2024, the Company's Section 16 officers participated in the "September 2024 Purchase Agreements" along with multiple leading biotech institutional investors, for the sale by the Company in the September 2024 Private Placement for an aggregate of 10,352,418 shares of the Company’s common stock, par value $ 0.01 per share of 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 $ 235,000 .

The Company’s CEO and Executive Chairman, Mr.

Duggan, purchased 3,325,991 shares for an aggregate purchase price of $ 75,500 , CEO, President and member of its Board, Dr.

Mahkam Zanganeh, purchased 44,052 shares for an aggregate purchase price of $ 1,000 , COO and CFO, Manmeet S.

Soni, purchased 44,052 shares for an aggregate purchase price of $ 1,000 , and member of the Board, Jeff Huber, through his controlled entity, Caspian Capital LLC, purchased 44,052 shares for an aggregate purchase price of $ 1,000 , with their collective participation in the September 2024 Private Placement totaling 3,458,147 shares of Common Stock for an aggregate purchase price of $ 78,500 .

The Company used some of the proceeds raised from the September 2024 Private Placement to repay $ 75,500 in principal on the Duggan September Note.

See Note 16 for additional details regarding the promissory note payable to a related party.

Warrants Exercise

In October 2024, the Shaun Zanganeh Irrevocable Trust exercised a warrant to purchase 315,681 shares of Common Stock.

In December 2023, Dr.

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 9A. Controls and Procedures