Summit Therapeutics Inc 8-K, filed Nov 23, 2020
Summit Therapeutics Inc. (SMMT)
About this 8-K
Summit Therapeutics Inc filed this 8-K on November 23, 2020, reporting on events of November 22, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): November 22, 2020
| Summit Therapeutics Inc. | ||
| (Exact Name of Registrant as Specified in Its Charter) | ||
| Delaware | 001-36866 | 37-1979717 |
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Broadway, 14th Floor, Cambridge, MA | 02142 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code: 617-514-7149
| Not Applicable |
| (Former Name or Former Address, If Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered |
| Common stock, $0.01 par value per share | SMMT | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On November 22, 2020, the Board of Directors (the “Board”) of Summit Therapeutics Inc. (the “Company”) appointed Dr. Mahkam Zanganeh as the Company’s Chief Operating Officer.
Dr. Zanganeh, age 50, joins Summit from Maky Zanganeh and Associates Inc. (“MZA”), a company wholly owned by Dr. Zanganeh which provides consulting services to businesses in product development, research, and transactions, where she is the President and CEO. Prior to founding and leading MZA, Dr. Zanganeh held multiple leadership positions at Pharmacyclics, Inc., from 2008 to 2015, culminating in her role as Chief Operating Officer, where she oversaw all clinical, research, commercial and business-related matters. Dr. Zanganeh played a key role in the multimillion-dollar collaboration and license deal for ibrutinib with Janssen Biotech, Inc. in 2011, and the subsequent sale of Pharmacyclics to AbbVie Inc. in 2015. She is currently a board member for Pulse BioSciences, Inc., RenovoRx, Inc., and since her election to the Board on November 11, 2020, for the Company. Dr. Zanganeh received her DDS from the Louis Pasteur University (France) and her MBA from Schiller International University (France).
Dr. Zanganeh will be paid an annual salary of $450,000 and have an annual bonus opportunity of up to 45% of her base salary, subject to certain performance targets. In addition, the Compensation Committee of the Board has granted Dr. Zanganeh options to purchase up to 2,400,000 shares of the Company’s common stock.
As previously reported, on November 6, 2020 the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with the Mahkam Zanganeh Revocable Trust (the “Trust”) pursuant to which the Trust acquired 149,701 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for an aggregate purchase price of approximately $500,000 in a private placement. In connection with the foregoing transaction, the Company entered into a Registration Rights Agreement with the Trust and another investor, dated November 6, 2020, pursuant to which the Company agreed to prepare and file with the SEC a registration statement within 60 days that would register for resale all Registrable Securities (as defined in the Registration Rights Agreement). As trustee of the Trust, Dr. Zanganeh may be deemed to beneficially own the securities of the Company owned by the Trust.
Until June 29, 2020, MZA had performed certain consultancy services for Summit Therapeutics plc (“Old Summit”) (the predecessor entity to the Company prior to the Company’s domestication as a Delaware corporation) in accordance with a Consulting Agreement by and between Old Summit and MZA (the “Consulting Agreement”), which was terminated on such date by mutual agreement in accordance with its terms. Pursuant to the Consulting Agreement, MZA received aggregate payments of approximately $450,000 and an allotment of warrants to purchase ordinary shares in Old Summit. The warrants granted to MZA were transferred to Dr. Zanganeh, other than a small number of warrants which were transferred to an employee of MZA. Dr. Zanganeh is the sole stockholder of MZA. Except as described herein, there are no transactions with the Company in which Dr. Zanganeh has an interest requiring disclosure pursuant to Item 404(a) of Regulation S-K.
In addition, on November 22, 2020, the Compensation Committee of the Board approved an increase to the annual base salary of the Company’s Chief Financial Officer, Michael Donaldson, in the amount of $30,000, bringing Mr. Donaldson’s salary to $390,000 per annum.
| Item 8.01 | Other Events. |
On November 23, 2020, the Company issued a press release announcing the appointment of Dr. Zanganeh as Chief Operating Officer. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description |
| 99.1 | Press Release, dated November 23, 2020. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| SUMMIT THERAPEUTICS INC. | ||
| Date: November 23, 2020 | By: |
/s/ Michael Donaldson |
| Michael Donaldson | ||
| Chief Financial Officer | ||
Exhibit 99.1
Summit Therapeutics Inc.
(‘Summit,’ the ‘Company,’ or the ‘Group’)
Summit Therapeutics Appoints Dr. Mahkam (“Maky”) Zanganeh as Chief Operating Officer
Cambridge, MA, November 23, 2020 – Summit Therapeutics Inc. (NASDAQ: SMMT) announces that Dr. Mahkam “Maky” Zanganeh, DDS, MBA, has been appointed as Chief Operating Officer, effective immediately. Dr. Zanganeh is currently a member of the Company’s Board of Directors, having been appointed on November 11, 2020.
“Maky’s strategic leadership and operational expertise provide immeasurable value to Summit, as she joins us during this critical time within our ongoing Phase 3 clinical trials of our precision antibiotic candidate, ridinilazole, where we seek to bring a superior treatment to patients with C. difficile infection,” said Bob Duggan, Executive Chairman and Chief Executive Officer of Summit. “Maky’s proven track record of translating strategic objectives into results will help propel our Company as we build a viable, long-lasting health care organization that improves quality of life, increases potential duration of life, and resolves medical health care needs.”
Dr. Zanganeh joins Summit from Maky Zanganeh and Associates (“MZA”), which provides consulting services to businesses in product development, research, and transactions, where she is the President and CEO. Prior to founding and leading MZA, Dr. Zanganeh held multiple leadership positions at Pharmacyclics, Inc., from 2008 to 2015, culminating in her role as Chief Operating Officer, where she oversaw all clinical, research, commercial, and business-related matters. Dr. Zanganeh played a key role in the multimillion-dollar collaboration and license deal for ibrutinib with Janssen Biotech, Inc. in 2011, and the subsequent sale of Pharmacyclics to Abbvie Inc. in 2015. She is currently a board member for Pulse BioSciences, Inc., and RenovoRx, Inc. Dr. Zanganeh received her DDS from the Louis Pasteur University (France) and her MBA from Schiller International University (France).
“The opportunity that Summit has to change the standard of care for infectious diseases, starting with ridinilazole, and improve the long-term quality of life of patients is pivotal to the antibiotics landscape,” stated Dr. Zanganeh. “I look forward to expanding my role with a team of world class scientists and business leaders in assisting with the continuing build out of a powerful, sustainable business model to develop and commercialize our novel antibiotics, as we improve outcomes for patients and create healthcare savings in the process.”
About Summit Therapeutics
Summit Therapeutics, empowered by its Discuva Platform, the Company’s innovative antibiotic discovery engine, supported by BARDA and Carb-X funding, intends to be the leader in patient- and physician-friendly, paradigm-shifting antibiotic innovation. Our new mechanism antibiotics are designed to become the patient-friendly, new-era standard of care, by working in harmony with the human microbiome to treat prospective patients suffering from infectious disease, initially focusing on Clostridioides difficile infections (“CDI”) which is estimated to impact over 3 million patients worldwide annually. Commercialization of ridinilazole for the treatment and the reduction of recurrence of CDI is subject to regulatory approvals. The overriding objective of Summit Therapeutics is to create value for patients, hospital infectious disease caregivers, community-based infectious disease healthcare providers, as well as healthcare payors around the world. Currently, Summit’s lead product candidate, ridinilazole, is engaged in two global Phase III trials, Ri-CoDIFy 1 & 2, each enrolling 680 patients vs. the standard of care (Vancomycin) for the treatment and reduction of recurrence of C. difficile infections.
Summit’s vision and mission is to extend our pipeline through the development of new mechanism, narrow spectrum, microbiome-sparing antibiotics targeting C. difficile, Gram-negative Enterobacteriaceae, such as Escherichia coli and Klebsiella pneumoniae, and other bacterial infections with high unmet medical need.
For more information, visit www.summittxinc.com and follow us on Twitter @summitplc. For more information on the Company’s Discuva Platform, visit https://www.summittxinc.com/our-science/discuva-platform.
Contract Summit Investor Relations:
Dave Gancarz
Vice President, Investor Relations & Corporate Strategy
david.gancarz@summitplc.com
General Inquiries:
investors@summitplc.com
Summit Forward-looking Statements
Any statements in this press release about the Company’s future expectations, plans and prospects, including but not limited to, statements about the clinical and preclinical development of the Company’s product candidates, the therapeutic potential of the Company’s product candidates, the potential commercialization of the Company’s product candidates, the timing of initiation, completion and availability of data from clinical trials, the potential submission of applications for marketing approvals, the impact of the COVID-19 pandemic on the Company’s operations and clinical trials and other statements containing the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “would,” and similar expressions, constitute forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties inherent in the initiation of future clinical trials, availability and timing of data from ongoing and future clinical trials and the results of such trials, global public health crises, including the coronavirus COVID-19 outbreak, that may affect timing and status of our clinical trials and operations, whether preliminary results from a clinical trial will be predictive of the final results of that trial or whether results of early clinical trials or preclinical studies will be indicative of the results of later clinical trials, expectations for regulatory approvals, laws and regulations affecting government contracts and funding awards, availability of funding sufficient for the Company’s foreseeable and unforeseeable operating expenses and capital expenditure requirements and other factors discussed in the “Risk Factors” section of filings that the Company makes with the Securities and Exchange Commission. Accordingly, readers should not place undue reliance on forward-looking statements or information. In addition, any forward-looking statements included in this press release represent the Company’s views only as of the date of this release and should not be relied upon as representing the Company’s views as of any subsequent date. The Company specifically disclaims any obligation to update any forward-looking statements included in this press release.