SEC Form SC 13D/A filed by Summit Therapeutics plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Summit Therapeutics Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

86627T108

(CUSIP Number)

ADAM W. FINERMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 24, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* The 60,281,588 shares of Common Stock beneficially owned consist of (i) 42,224,677 shares of Common Stock, (ii) 14,071,856 shares of Common Stock, representing the number of shares of Common Stock the Reporting Person purchased pursuant to the Purchase Agreement (as defined below) and (iii) includes the exercise of warrants to buy 3,985,055 shares of Common Stock, which are exercisable until December 24, 2029.

The following constitutes the Schedule 13D/A filed by the undersigned (as amended hereby, the “Schedule 13D”).

Items 5(a) – (b) are hereby amended and restated to read as follows:

The aggregate percentage of Common Stock reported owned by the Reporting Person is based on 82,916,189 shares of Common Stock outstanding as of March 23, 2021 based on the Issuer’s most recent calculation.

Percentage: Approximately 69.37%.

2. Shared power to vote or direct: 0

3. Sole power to dispose of or direct the disposition of: 60,281,588

4. Shared power to dispose of or direct the disposition of: 0

Item 6 is hereby amended to add the following:

On March 24, 2021, the Reporting Person purchased from the Issuer, and the Issuer sold and issued to the Reporting Person a Promissory Note (the “Note”) in the original principal amount of $55,000,000, which Note shall mature and become due upon the earlier of (i) the consummation of a public offering of securities registered under the Securities Act of 1933, as amended, by the Issuer with net proceeds of no less than $55,000,000 or (ii) thirteen (13) months from the date of the Note, upon the terms and conditions set forth in such Note. As more described in the Note Purchase Agreement, the Reporting Person shall have the right to participate in a subsequent Issuer equity financing transaction for up to a portion of such transaction that represents the Reporting Person’s percentage ownership of the Issuer’s issued and outstanding equity. To the extent that the Note remains outstanding, the Reporting Person may apply the principal of the Note to the purchase price of any such investment.

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: March 26, 2021