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.  )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)

 

September 18, 2020

(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).

 

CUSIP No. 86627T108

  1   NAME OF REPORTING PERSON  
         
        MAHKAM ZANGANEH  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        U.S.A.  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         489,815  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         4,840,444  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          489,815  
    10   SHARED DISPOSITIVE POWER  
           
          4,840,444  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        5,330,258*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.80%*  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

* The 5,330,258 shares of Common Stock beneficially owned consist of 4,209,082 shares of Common Stock and includes the exercise of warrants to purchase 1,121,177 shares of Common Stock. All of the shares of Common Stock and warrants to purchase 631,362 shares of Common Stock (exercisable until December 24, 2029) are held by the Mahkam Zanganeh Revocable Trust and the Shaun Zanganeh Irrevocable Trust. The remaining warrants to purchase 489,815 shares of Common Stock (exercisable until June 30, 2025) are held individually by Mahkam Zanganeh.

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CUSIP No. 86627T108

  1   NAME OF REPORTING PERSON  
         
        MAHKAM ZANGANEH REVOCABLE TRUST  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CALIFORNIA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,420,222*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,420,222*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,420,222*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.58%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* The 2,420,222 shares of Common Stock beneficially owned consist of 2,104,541 shares of Common Stock and includes the exercise of warrants to purchase 315,681 shares of Common Stock, which are exercisable until December 24, 2029.

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CUSIP No. 86627T108

 

  1   NAME OF REPORTING PERSON  
         
        SHAUN ZANGANEH IRREVOCABLE TRUST  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☒
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CALIFORNIA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         2,420,222*  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          2,420,222*  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,420,222*  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.58%*  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

* The 2,420,222 shares of Common Stock beneficially owned consist of 2,104,541 shares of Common Stock and includes the exercise of warrants to purchase 315,681 shares of Common Stock, which are exercisable until December 24, 2029.

4

CUSIP No. 86627T108

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

This statement on Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Summit Therapeutics Inc., a Delaware corporation whose principal executive office is located at One Broadway, 14th Floor, Cambridge, Massachusetts 02142 (the “Issuer”).

Item 2.Identity and Background.
(a)This statement is filed by:
i.Mahkam Zanganeh;
ii.Mahkam Zanganeh Revocable Trust (“Trust I”);
iii.Shaun Zanganeh Irrevocable Trust (“Trust II” and collectively with Trust I, the “Trusts”);

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to the Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)The principal business address of each Reporting Person is 51 Adam Way, Atherton, California 94027.
(c)The principal occupation of Ms. Zanganeh is serving as Chief Executive Officer of Maky Zanganeh & Associates, Inc., a consultancy firm. The principle business of each Trust is to hold and invest securities and other assets as a fiduciary for the benefit of each of their respective beneficiaries.
(d)No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)Ms. Zanganeh is a citizen of the United States of America. Each Trust is organized under the laws of the state of California.
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CUSIP No. 86627T108

Item 3.Source and Amount of Funds or Other Consideration.

On September 18, 2020, the Issuer became the successor issuer to Summit Therapeutics plc, a public limited company incorporated in England and Wales (“Old Summit”), pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended. Such succession occurred following the effectiveness of a United Kingdom court-approved scheme of arrangement in which every five ordinary shares, £0.01 par value per share, of Old Summit were exchanged for one share of Common Stock of the Issuer, which resulted in the Issuer becoming the holding company of Old Summit and its subsidiaries (the “Redomicile”).

Upon the effectiveness of the Redomicile, the Reporting Persons, as holders of ordinary shares and warrants to purchase ordinary shares in Old Summit, automatically received the shares of Common Stock and warrants to purchase Common Stock disclosed in this Schedule 13D in exchange for all of their prior holdings in Old Summit. No other consideration was paid by the Reporting Persons in connection with the foregoing.

Item 4.Purpose of Transaction.

The Reporting Persons received shares of Common Stock and warrants to purchase Common Stock as described in Item 3 of this Schedule 13D.

Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Stock or other securities of the Issuer at prices that would make the purchase or sale of Common Stock or other securities of the Issuer desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Common Stock or other securities on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Reporting Persons do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position, each Trust’s investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions and the terms and conditions of the applicable Warrant Agreements (as hereinafter defined), the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as deemed appropriate including, without limitation, engaging in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and each Reporting Person’s investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Common Stock, selling some or all of their Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the Common Stock, or changing their intentions with respect to any and all matters referred to in Item 4.

6

CUSIP No. 86627T108

Item 5.Interest in Securities of the Issuer.
(a)The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on the Issuer’s calculation that it has 67,231,903 shares of Common Stock outstanding as of September 18, 2020. As of the close of business on September 18, 2020, through the holding of 2,104,541 shares of Common Stock and including the exercise of warrants to purchase 315,681 shares of Common Stock, each Trust beneficially owned approximately 3.58% of the shares of Common Stock outstanding. As of the close of business on September 18, 2020, through the holding of warrants to purchase 489,815 shares of Common Stock and including the exercise of such warrants, Ms. Zanganeh personally beneficially owned approximately 0.72% of the Common Stock outstanding. Ms. Zanganeh, as sole trustee of each Trust, may be deemed to beneficially own in the aggregate 4,209,082 shares of Common Stock and warrants to purchase 1,121,176 shares of Common Stock. Based on the foregoing, Ms. Zanganeh’s beneficial ownership would constitute approximately 7.80% of the Common Stock outstanding.
(b)Ms. Zanganeh has sole power to vote and direct the disposition of 489,815 shares of Common Stock (including the warrant to purchase 489,815 shares of Common Stock on an as-exercised basis). By virtue of Ms. Zanganeh’s position as the sole trustee of each Trust, she may be deemed to have the shared power to vote and direct the disposition of 5,330,258 shares of Common Stock in the aggregate (including the warrants disclosed herein on an as-exercised basis). Each Trust may be deemed to have the shared power to vote and direct the disposition of 2,420,222 shares of Common Stock in the aggregate (including the warrants disclosed herein on an as-exercised basis).
(c)The transactions in the Common Stock by the Reporting Persons during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
(d)No person, other than the Reporting Persons, is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
(e)Not applicable.
Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

The terms and conditions of the warrants to purchase 631,362 shares of Common Stock held in the aggregate by the Trusts are as set forth in the Warrant to Purchase Common Stock included as Exhibit 99.1 herewith. The terms and conditions of the warrants to purchase 489,815 shares of Common Stock held by Mahkam Zanganeh are as set forth in the Warrant Agreement included as Exhibit 99.2 herewith.

The foregoing description of the Warrant to Purchase Common Stock and the Warrant Agreement (together, the “Warrant Agreements”) does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Agreements, included as Exhibits 99.1 and 99.2 hereto and incorporated by reference herein.

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CUSIP No. 86627T108

On September 25, 2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7.Material to be Filed as Exhibits.
99.1Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Issuer’s Form 8-K filed on September 18, 2020).
99.2Form of Warrant Agreement (incorporated by reference to Exhibit 4.2 of the Issuer’s Form 8-K filed on September 18, 2020).
99.3*Joint Filing Agreement, dated September 25, 2020, by and among Mahkam Zanganeh, Trust I and Trust II.

* Filed herewith.

8

CUSIP No. 86627T108

SIGNATURES

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

Dated: September 25, 2020

 

   
   
 

/s/ Mahkam Zanganeh

  Mahkam Zanganeh

 

 

  MAHKAM ZANGANEH REVOCABLE TRUST
  SHAUN ZANGANEH IRREVOCABLE TRUST
   
  By:

/s/ Mahkam Zanganeh

    Name: Mahkam Zanganeh
    Title: Trustee

 

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CUSIP No. 86627T108

SCHEDULE A

Transactions in the Common Stock During the Past Sixty Days*

 

Type of Security

 Securities
Purchased / (Sold)		 Price Per
Share($)		 Date of
Purchase / Sale

 

MAHKAM ZANGANEH REVOCABLE TRUST

Common Stock 2,104,541   09/18/20
Warrants** 315,681   09/18/20

 

SHAUN ZANGANEH IRREVOCABLE TRUST

Common Stock 2,104,541   09/18/20
Warrants** 315,681   09/18/20

 

MAHKAM ZANGANEH

Warrants*** 489,815   09/18/20

 

 

* Represents all securities of the Issuer issued to the Reporting Persons in the Redomicile in exchange for all of their equity interests in Old Summit.

 

** Represents shares of Common Stock issuable pursuant to the warrants governed by the terms and conditions of the Warrant to Purchase Common Stock set forth in Exhibit 99.1. The warrants are exercisable until December 24, 2029 at a price of $1.58 per share of Common Stock.

 

*** Represents shares of Common Stock issuable pursuant to the warrants governed by the terms and conditions of the Warrant Agreement set forth in Exhibit 99.2. The warrants are exercisable until June 30, 2025 at a price of $1.44 per share of Common Stock.

 

EX-4.1

Exhibit 99.1

THIS WARRANT AND THE WARRANT SHARES TO BE ISSUED UPON ITS EXERCISE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH HEREIN, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR, IN THE OPINION OF LEGAL COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.

DATED [•], 2020

 

SUMMIT THERAPEUTICS INC.

 

 

 

WARRANT TO PURCHASE COMMON STOCK

 

 

THIS WARRANT AND THE WARRANT SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN CLAUSES 2.8 AND 2.9 OF THIS WARRANT

SUMMIT THERAPEUTICS INC.

WARRANT TO PURCHASE COMMON STOCK

WARRANT NO. _______

NUMBER OF SHARES: _______

DATE: [•], 2020

WHEREAS, pursuant to that certain Warrant Instrument, dated as of December 6, 2019 (the “Warrant Instrument”), of Summit Therapeutics plc, a public limited company incorporated in England and Wales with registered number 05197494 (“Old Summit”), Old Summit granted 26,306,765 warrants, each for the subscription of one Ordinary Share in Old Summit on the terms and subject to the conditions set out in the Warrant Instrument (the “Old Warrants”);

WHEREAS, on September 18, 2020, pursuant to a scheme of arrangement under the laws of England and Wales, Old Summit became a direct wholly-owned subsidiary of the Company, whereupon the Company had substantially the same shareholders (with substantially the same proportionate shareholdings) as Old Summit immediately before the reorganization (the “Reorganization”);

WHEREAS, on September 4, 2020, in accordance with clause 2.11 of the Warrant Instrument, the Board of Directors of Old Summit (the “Old Summit Board”) decided that the Old Warrants would be exchanged automatically in consideration of the grant of new warrants which, in the opinion of the Old Summit Board, are equivalent to the Old Warrants, but relate to shares of common stock, par value $0.01 per share, in the Company (each a “Share” and collectively, the “Shares”), and therefore the Old Warrants will not become exercisable pursuant to clause 2 of the Warrant Instrument and will be exchanged automatically in accordance with such Old Summit Board determination; and

WHEREAS, as contemplated by clause 2.11 of the Warrant Instrument, in connection with the Reorganization, the Company wishes to grant to each person who is registered in the register of warrantholders maintained by Old Summit as a holder of Old Warrants (the “Warrantholders”) this Warrant to acquire Shares in the Company.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

 

1.

DEFINITIONS

 

1.1

As used herein, the following terms shall have the following meanings, unless the context shall otherwise require:

“Board” means the board of directors of the Company from time to time or a duly authorized committee of that board;

“Business Day” means any day that is not a Saturday or Sunday and that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York;

 

1

“Control” shall mean the holding of, directly or indirectly, more than 50 percent of the outstanding capital stock of a person, the power to direct the vote of more than 50 percent of the votes entitled to be cast at a meeting of the members or shareholders of a person, or the power to control the affairs of, or control the composition of a majority of the board of directors of a person and the terms “Controlled” and “Controlling” shall be construed accordingly;

“Equity Shares” means Shares and other capital stock of the Company of any class, whether now or hereafter authorised, which have the right to participate in the distributions and assets of the Company without limit as to the amount or percentage entitlement thereto, and which entitle the holder to vote (in person or by proxy) at meetings of the Company’s stockholders;

“Exercise Date” means the Business Day on which this Warrant is duly exercised in accordance with clause 2.1 by the satisfaction of all deliverables in accordance with clauses 2.5.1, 2.5.2 and 2.5.3;

“Exercise Price” means $1.58 per Warrant;

“Expiry Date” means December 24, 2029;

“Ordinary Share” or “Ordinary Shares” means ordinary share(s) of £0.01 each in the capital of Old Summit;

“Warrant Shares” means the Shares purchasable upon exercise of this Warrant, as adjusted from time to time pursuant to the provisions of this Warrant;

 

1.2

References in this Warrant to clauses and the Exhibits shall be construed as references to the clauses in or to the Exhibits to this Warrant and any reference to a sub-clause shall be construed as a reference to the relevant sub-clause of the clause in which such reference appears.

 

1.3

Headings are inserted for convenience only and shall be ignored in construing this Warrant.

 

1.4

In this Warrant, unless otherwise specified, words in the singular shall include the plural and vice versa and any reference to a “person” includes an individual, firm, partnership, body corporate, corporation, association, organization, foundation and trust in each case whether or not having separate legal personality.

 

1.5

A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time, and shall include all subordinate legislation made from time to time under that statute or statutory provision.

 

1.6

References in this Warrant to any Share being or to be issued, allotted or purchased upon or following the exercise of this Warrant includes the transfer to the Warrantholder by the Company of a Share that is held by the Company in treasury.

 

2.

THE WARRANT

 

2.1

The Company hereby grants to the Warrantholder, for good and valuable consideration, pursuant to the terms and conditions of this Warrant to Purchase Common Stock (the “Warrant”), the right to purchase (at the Warrantholder’s election), from the Company, a maximum of the number of Shares set forth on page 1 above (subject to any adjustment pursuant to clause 4), at the Exercise Price, on the terms and conditions set out in this Warrant.

 

2.2

The Warrant shall (to the extent then unexercised) lapse automatically and in full at 6:00 p.m. (Eastern Time) on the Expiry Date.

 

2

2.3

The number of Shares to be purchased pursuant to, and the Exercise Price of, this Warrant shall be subject to adjustment as provided in clause 4 below.

 

2.4

This Warrant may be exercised in whole or in part. Where this Warrant is exercised in part, it shall not lapse as to the balance of this Warrant (and the balance of this Warrant will be retained by the Warrantholder, and may be exercised in the future, subject to and in accordance with this Warrant).

 

2.5

The Company shall accept the exercise of a Warrantholder’s purchase rights provided that such Warrantholder:

 

  2.5.1

delivers a written notice, in substantially the form attached hereto as Exhibit A, to the registered office of the Company from time to time (or such other address as the Company may designate by notice in writing to the Warrantholders) (the “Exercise Notice”);

 

  2.5.2

if requesting that the Warrant Shares are to be issued in uncertificated form, provides such information as the Company or its transfer agent may request in connection therewith, including details of the account into which the Shares shall be credited; and

 

  2.5.3

remits the aggregate Exercise Price therefor in cash by check or bank transfer of immediately available funds to the Company for the number of Shares to be acquired on exercise of this Warrant.

Once lodged in accordance with this clause 2.5, the Exercise Notice may not be revoked without the consent of the Company. Within ten Business Days of satisfaction of all of the requirements of clauses 2.5.1 to 2.5.3 (inclusive), the Company shall procure that the relevant Shares so purchased shall be issued to the relevant Warrantholder (the “Issue Date”). On the Issue Date the Warrantholder shall be entered into the register of the Company, and the Company shall procure, in so far as it is able, that the Warrant Shares shall be listed on the Nasdaq Global Market. Certificates representing the Warrant Shares so issued shall be delivered free of charge to the relevant Warrantholder promptly and in any event not later than ten Business days after the Issue Date, or, subject to clause 2.9 below, at the request of the relevant Warrantholder submitted to the Company pursuant to clause 2.5.2, the Warrant Shares shall be credited to the account of the Warrantholder on the Issue Date.

 

2.6

Shares allotted pursuant to the exercise of this Warrant will rank in full for all dividends and other distributions with a record date after the relevant Exercise Date, and pari passu in all other respects with the Shares outstanding at that date.

 

2.7

The Company may, at any time and in its sole discretion, elect to transfer a Share that is held by the Company in treasury in place of the issue or allotment of any Warrant Shares required to be issued or allotted to the Warrantholder on exercise of its purchase rights.

 

2.8

Each Warrantholder represents and warrants to the Company as follows:

 

  2.8.1

The Warrantholder understands that this Warrant and the Warrant Shares obtainable upon exercise of this Warrant have not been registered for sale under U.S. federal or state securities laws and are being offered and sold to such Warrantholder pursuant to one or more exemptions from the registration requirements of such securities laws;

 

  2.8.2

the Warrantholder acknowledges and agrees that this Warrant is equivalent to the Warrantholder’s Old Warrant and therefore such Old Warrant will not become exercisable pursuant to clause 2 of the Warrant Instrument and will be exchanged automatically in consideration of the grant of the Warrant.

 

3

2.9

The Warrant Shares and each certificate representing the Warrant Shares shall be imprinted with a legend in substantially the following form:

 

  2.9.1

“The securities represented hereby have not been registered with the Securities and Exchange Commission or the securities commission of any state of the United States in reliance upon an exemption from registration under the U.S. Securities Act of 1933, as amended, and, accordingly, may not be transferred unless (i) such securities have been registered for sale pursuant to the U.S. Securities Act of 1933, as amended, (ii) such securities may be sold pursuant to Rule 144, or (iii) the Company has received an opinion of counsel reasonably satisfactory to it that such transfer may lawfully be made without registration under the U.S. Securities Act of 1933, as amended.”

 

  2.9.2

If required by the authorities of any state of the United States in connection with the issuance or sale of the Warrant Shares to be issued on the exercise of this Warrant, the legend required by such state authority.

 

3.

COVENANTS IN RELATION TO WARRANT SHARES

 

3.1

The Company covenants to each Warrantholder that all Warrant Shares which shall be issued upon exercise of this Warrant shall, at the time of issue (assuming full payment of the Exercise Price thereof), be duly and validly issued, fully paid, and free from all liens, charges and any other encumbrance.

 

3.2

If and for so long as the Shares are admitted to trading on the Nasdaq Global Market, the Company shall apply to the Nasdaq Global Market for any Warrant Shares to be issued and allotted pursuant to the exercise of this Warrant to be listed on the Nasdaq Global Market.

 

4.

ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF SHARES

Subject to clause 4.1, in the event that there is any alteration, variation or modification of the capital stock of the Company by way of any recapitalization, rights issue, consolidation, sub-division, demerger, reduction of capital stock by the Company and/or any other event resulting in an adjustment in the capital stock of the Company which, in any case, in the opinion of the Board justifies an adjustment in the number of Shares subject to this Warrant and/or the Exercise Price payable under this Warrant in order to be consistent with, and is necessary to realize, the intent of this Warrant (such event being an “Adjustment Event”), the Company shall adjust the number of Shares to be issued upon exercise of this Warrant, and/or the Exercise Price of this Warrant, in each case in a manner which the Board deems to be fair and appropriate, and the Company shall give each Warrantholder notice of such adjustment. It is agreed that the objective of any adjustment as a result of the occurrence of an Adjustment Event shall be to ensure that a Share to be issued upon the exercise of this Warrant after the Adjustment Event will carry as nearly as possible the same entitlement to participate in the profits and assets of the Company as it would have had it been issued prior to the occurrence of the Adjustment Event.

 

4.1

Notwithstanding any other provision hereof, no adjustment to the Exercise Price of the Warrants or to the number of Shares to be issued upon the exercise of this Warrant will be made upon the issuance of or the grant or exercise of any rights to purchase securities, including, without limitation, convertible loan notes, warrants, options and rights to purchase Equity Shares:

 

4

  4.1.1

which may be granted or exercised under any employee benefit plan of the Company to officers, directors, employees, consultants or other personnel; or

 

  4.1.2

which may be granted or exercised under the long-term incentive plan adopted by the Company; or

 

  4.1.3

for cash by way of rights or pursuant to an open offer or placement or otherwise by way of purchase at arm’s length terms; or

 

  4.1.4

in consideration or part consideration for the acquisition by the Company of any other securities, or any assets or business.

 

4.2

Any adjustment to the Exercise Price shall be made to the nearest one cent, rounding down in the case of half a cent.

 

4.3

In accordance with Section 305(a) of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, subject to certain exceptions which the Company does not understand to exist here, the exercise of a Warrant should normally not be a taxable event for the exercising Warrantholder, except with respect to cash, if any, received in lieu of a fractional share; provided, however, that an adjustment to the Exercise Price, or the failure to make such adjustments, may in certain marginal circumstances result in adverse tax consequences under the Code.

 

5.

OTHER PROVISIONS

 

5.1

So long as any purchase rights remain exercisable:

 

  5.1.1

The Company shall keep available for issue sufficient unissued capital stock to satisfy in full all purchase rights remaining exercisable.

 

  5.1.2

If at any time an offer is made to all holders of Shares (or all holders of Shares other than the offeror and/ or any company controlled by the offeror and/or persons acting in concert with the offeror) to acquire the whole or any part of the outstanding capital stock of the Company and the Company becomes aware that as a result of such offer the right to cast a majority of the votes which may ordinarily be cast in a vote at a meeting of the Company’s stockholders has or will become vested in the offeror and/or such persons or companies as aforesaid, the Company, subject to applicable law and the receipt by the Company of appropriate confidentiality undertakings as may be reasonably required by the Company, shall give notice to the Warrantholders of such offer within five Business Days of its becoming so aware, and each such holder shall be entitled, at any time within the period of ten Business Days immediately following the date of such notice, to exercise its purchase rights, and failing such exercise within such period such rights shall lapse upon the expiry of such period.

 

  5.1.3

If an order is made or an effective resolution is passed for winding-up of the Company (except for the purpose of reconstruction, amalgamation or unitization), the Warrantholders shall (if, in such winding-up and on the basis that all purchase rights then unexercised had been exercised in full and the Exercise Price therefor had been received in full by the Company, there would be a surplus available for distribution amongst the holders of the Shares which, on such basis, would exceed in respect of each Share a sum equal to the Exercise Price) be treated as if immediately before the date of such order or resolution its purchase rights had been exercisable and had been exercised in full, and shall accordingly be entitled to share in the assets available in the liquidation

 

5

  pari passu with the holders of the Shares to which it would have become entitled by virtue of such purchase after deducting a sum per Share equal to the Exercise Price. Subject to the foregoing all Exercise Rights shall lapse on liquidation of the Company.

 

6.

MODIFICATION OF RIGHTS

The directors of the Company from time to time may make modifications to this Warrant of a minor or technical nature which in their reasonable opinion do not materially affect the interests of the Warrantholder, or are made to correct a manifest error, without the agreement of the Warrantholder.

 

7.

TRANSFER AND PURCHASE

 

7.1

The Company or its transfer agent shall maintain a register containing the name and address of the Warrantholder for the time being.

 

7.2

The Warrantholder may at any time assign or transfer some or all of the Warrants held by such Warrantholder. The terms and conditions of this Warrant and the purchase rights contained in this Warrant shall apply in respect of this Warrant notwithstanding any transfer of this Warrant.

 

7.3

Notice of any assignment or transfer of this Warrant shall be given in writing to the Company duly executed by the transferor and the transferee and stating the full name and address of the person to whom this Warrant has been transferred.

 

7.4

This Warrant may not be transferred otherwise than as permitted by clause 7.2 and any purported transfer otherwise than as permitted by clause 7.2 shall be void.

 

7.5

The Company may purchase this Warrant, or a portion thereof, by agreement with the Warrantholder holding this Warrant and the Warrant purchased by the Company will be cancelled and will not be available for re-issue.

 

8.

COMPULSORY EXERCISE

 

8.1

Notwithstanding any other provision of this Warrant, the Company may by written notice to the Warrantholder, require that the Warrantholder exercise some or all of its outstanding purchase rights, provided that:

 

  8.1.1

such notice may not be given by the Company prior to December 24, 2022;

 

  8.1.2

as at the date of notice the Shares are listed on the Nasdaq Global Market; and

 

  8.1.3

as at the date of notice, the ten-day volume weighted average price of the Shares as reported on the Nasdaq Global Market represents a premium of at least 50 per cent to the Exercise Price.

 

8.2

Within five Business Days of receipt by the Warrantholder of the notice referred to in clause 8.1, the Warrantholder shall exercise such number of its purchase rights as are specified in the Exercise Notice of the Company in accordance with clause 2.5.

 

9.

GOVERNING LAW

This Warrant will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions.

 

6

10.

CONSENT TO JURISDICTION

The parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Warrant, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Warrant except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Warrant or the subject matter hereof may not be enforced in or by such court.

 

11.

WAIVER OF JURY TRIAL

Each party acknowledges and agrees that any controversy which may arise under this Warrant is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Warrant.

 

7

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Warrant to be executed as of the date first written above.

 

SUMMIT THERAPEUTICS INC.
By:  

                

Name:  

Title:

  

Accepted and agreed,

 

[WARRANTHOLDER]
By:  

                     

Name:  

Title:

  

 

8

EXHIBIT A

EXERCISE NOTICE

1. The undersigned Warrantholder hereby exercises its right to purchase ___________ Shares of Summit Therapeutics Inc., a Delaware corporation, having its principal place of business at One Broadway, 14th Floor, Cambridge, Massachusetts 02142 (the “Company”) in accordance with the attached Warrant, and tenders payment of the aggregate Exercise Price for such shares as follows:

 

  [    ]

Check in the amount of $________ payable to the order of the Company enclosed herewith

 

  [    ]

Wire transfer of immediately available funds to the Company’s account

2. Please issue a certificate or certificates representing the Warrant Shares in the name specified below:

 

     
    Warrantholder’s Name    
     
     
    (Address)    

3. By its execution below and for the benefit of the Company, the Warrantholder hereby restates each of the representations and warranties in Clause 2.8 of this Warrant as of the date hereof.

 

WARRANTHOLDER:

 
By:    
Name:    

Title:

    

(Date):

    

 

1

       
       
       
Dated:         Signature:    

 

Signature Guaranteed:
By:           
 

The signature should be guaranteed by an eligible guarantor institution (banks, stockbrokers, savings and loan associations and credit unions with membership in an approved signature guarantee medallion program) pursuant to Rule 17Ad-15 under the Securities Exchange Act of 1934.

 

1

EX-4.2

Exhibit 99.2

DATED [•], 2020

 

SUMMIT THERAPEUTICS INC.

and

[CONSULTANT]

 

 

WARRANT AGREEMENT

 

 

 

 

1

SUMMIT THERAPEUTICS INC.

WARRANT AGREEMENT

DATE [•] 2020

PARTIES

 

(1)

SUMMIT THERAPEUTICS INC., a Delaware corporation, having its principal place of business at One Broadway, 14th Floor, Cambridge, Massachusetts 02142 (the “Company”); and

 

(2)

[CONSULTANT], of [ADDRESS] (the “Warrantholder”).

RECITALS

 

(A)

WHEREAS, pursuant to that certain Consultant Warrant Agreement, dated as of December 6, 2019 (the “Consultant Warrant Agreement”), by and between Summit Therapeutics plc, a public limited company incorporated in England and Wales with registered number 05197494 (“Old Summit”) and Maky Zanganeh & Associates, Inc., a California corporation (the “Consultant”), and in connection with the Consulting Agreement, dated as of December 6, 2019 (the “Consulting Agreement”), by and between Old Summit and the Consultant, Old Summit granted to the Consultant a warrant to acquire a maximum of 16,793,660 ordinary shares in Old Summit (the “Consultant Warrant”);

 

(B)

WHEREAS, pursuant to that certain Assignment and Assumption of Consultant Warrant Agreement, dated as of February 7, 2020, by and between the Consultant, the Warrantholder, [CONSULTANT] (the “Assignee”) and Old Summit (the “Assignment Agreement”), the Consultant assigned such portion of the Consultant Warrant to acquire [NUMBER OF SHARES] ordinary shares in Old Summit (the “Ordinary Shares”) to the Warrantholder and such portion of the Consultant Warrant to acquire [NUMBER OF SHARES] ordinary Ordinary Shares to the Assignee (collectively, the “Old Warrants”) and assigned all its rights and obligations under the Consultant Warrant Agreement to each of the Warrantholder and the Assignee;

 

(C)

WHEREAS, the Consulting Agreement was terminated by mutual agreement in accordance with its terms, effective June 30, 2020 (the “Termination Date”), and pursuant to clause 3.2 of the Consultant Warrant Agreement, the Old Warrant ceased vesting on such date and any unvested portion of the Old Warrant lapsed immediately (without any payment to the Consultant or the Warrantholder for the lapsed portion);

 

(D)

WHEREAS, as of the Termination Date, the portion of the Warrantholder’s Old Warrants to purchase [NUMBER OF SHARES] ordinary Ordinary Shares had vested and the remaining unvested portion of the Warrantholder’s Old Warrants lapsed immediately;

 

(E)

WHEREAS, on September 18, 2020, pursuant to a scheme of arrangement under the laws of England and Wales, Old Summit became a direct wholly-owned subsidiary of the Company, whereupon the Company had substantially the same shareholders (with substantially the same proportionate shareholdings) as Old Summit immediately before the reorganization (the “Reorganization”); and

 

2

(F)

WHEREAS, on September 4, 2020, in accordance with clause 4.7 of the Consultant Warrant Agreement, the Board of Directors of Old Summit (the “Old Summit Board”) decided that such portion of the Old Warrants that were vested as of the Termination Date would be exchanged automatically in consideration of the grant of new warrants which, in the opinion of the Old Summit Board, are equivalent to such portion of the Old Warrants, but relate to Shares (as defined below)(the “Warrants”), and therefore the Old Warrants will not become exercisable pursuant to clause 4 of the Consultant Warrant Agreement and will be exchanged automatically in accordance with such Board determination.

NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

 

1.

DEFINITIONS

 

1.1

In this Agreement the words and expressions set out below will have the meanings specified against them unless the context otherwise requires:

“Act” means the US Securities Act of 1933, as amended;

“Agreement” means this agreement made between the Company and the Warrantholder on the date first above written;

“Adjustment Event” means any recapitalization, rights issue, consolidation, sub-division, demerger, reduction of capital stock by the Company and/or any other event resulting in an adjustment in the capital stock of the Company which, in any case, in the opinion of the Board justifies an adjustment in the number of Shares subject to this Agreement and/or the Exercise Price payable under this Agreement in order to be consistent with, and is necessary to realize, the intent of this Agreement;

“Board” means the board of directors of the Company from time to time or a duly authorized committee of the board;

“Business Day” means any day that is not a Saturday or Sunday and that is neither a legal holiday nor a day on which commercial banks are authorized or required by law, regulation or executive order to close in The City of New York;

“Control” shall mean the holding of, directly or indirectly, more than 50 per cent. of the issued share capital of a person, the power to direct the vote of more than 50 per cent. of the votes entitled to be cast at a meeting of the members or shareholders of a person, or the power to control the affairs of, or control the composition of a majority of the board of directors of a person and the terms “Controlled” and “Controlling” shall be construed accordingly;

“Effective Date” means the date of effectiveness of the Reorganization;

“Exercise Price” means the price at which a Share may be acquired on the exercise of a Warrant being $1.44 per Share, subject to any adjustment in accordance with clause 8;

 

3

“Group” means the Company and any subsidiary of the Company and reference to “Group Member” will be interpreted accordingly;

“Old Summit Shares” means ordinary shares (of whatever class) of Old Summit;

“Sale” means:

 

  (a)

a change of Control of the Company arising as a result of any person (whether alone or together with any person or persons, but excluding Robert Duggan whether alone or together with any other persons) becoming the beneficial owner of a majority of the issued Shares in the capital of the Company;

 

  (b)

the disposal by the Company or a Group Member of all, or a substantial part of, the business and assets of the Group to a person other than a Group Member; or

 

  (c)

any other substantially similar event that the Board may, in its absolute discretion, determine to be treated as a Sale,

“Shares” means shares of common stock, $0.01 par value per share, of the Company, or, as the context may require, shares for the time being representing those shares whether because of any Adjustment Event or otherwise;

“Warrant Shares” means the Shares purchasable upon exercise of the Warrant, as adjusted from time to time pursuant to the provisions of this Agreement;

“Warrant Tax Liability” means in relation to the Warrant, any liability of the Consultant or the Warrantholder or any of their respective employees, agents or affiliates, or any liability of any Group Member or other person for any amount of taxes, duties, and social security contributions (including interest and penalties) with regard to the grant, vesting, exercise, surrender or release or otherwise in respect of the Warrant or the acquisition, holding, vesting or disposal of any Warrant Share, in each case imposed (i) by the United States or any subdivision thereof or (ii) to the extent such amount becomes due other than by reason of an action taken by the Consultant pursuant to the Consulting Agreement that was previously requested or approved by the Company, any other taxing jurisdiction.

 

1.2

In this Agreement, unless the context otherwise requires, words in the singular number will include the plural number and vice versa and a reference to one gender will include a reference to the other gender.

 

1.3

Any reference to a statutory provision will be deemed to include that provision as it may from time to time be consolidated, amended or re-enacted, and will include a reference to any subordinate legislation or regulation created thereunder.

 

1.4

Where the Board may exercise discretion pursuant to this Agreement, the Board will be under no obligation to exercise such discretion in favor of the Warrantholder.

 

1.5

The Company and the Warrantholder are each a “Party” hereunder and collectively “the Parties.”

 

4

2.

THE WARRANT

 

2.1

Upon the terms of this Agreement, the Company hereby grants to the Warrantholder, on the Effective Date, for good and valuable consideration, a Warrant to acquire a maximum of [NUMBER OF SHARES] ordinary Shares (subject to any adjustment pursuant to clause 8) at the Exercise Price. No amount is payable by the Warrantholder for the grant of the Warrant.

 

2.2

By executing this Agreement, the Warrantholder agrees to the terms of the Warrant as set out in this Agreement.

 

2.3

This Agreement shall be personal to the Warrantholder and shall not be assignable and any purported assignment, transfer, charge, disposal or dealing with the rights and interests of the Warrantholder under this Agreement shall be invalid and of no effect, unless the agreement of the Board has been obtained in advance.

 

2.4

The Warrantholder understands that the Warrant and the Warrant Shares are “restricted securities” under the U.S. federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public offering and that under such laws and applicable regulations such securities may be resold in the United States without registration under the Act only in certain limited circumstances.

 

2.5

The Warrantholder represents and warrants to the Company as follows:

 

  (a)

the Warrantholder is acquiring the Warrant, and (if and when it exercises the Warrant) it will acquire the Warrant Shares, for its own account for investment and not with a view to, or for sale in connection with, any distribution thereof, nor with any present intention of distributing or selling the same; and the Warrantholder has no present or contemplated agreement, undertaking, arrangement, obligation, indebtedness or commitment providing for the disposition thereof;

 

  (b)

the Warrantholder (i) is, and (if and when it exercises the Warrant) will be, an “accredited investor” as defined in Rule 501(a) under the Act, and (ii) is a sophisticated investor with sufficient knowledge and experience in investing to properly evaluate the risks and merits of acquiring the Warrant and (if and when it exercises the Warrant) acquiring the Warrant Shares;

 

  (c)

the Warrantholder has determined based on its own independent review and inquiry concerning the Company and its business and personnel as it deems appropriate and such professional advice as it deems appropriate that its acquisition of the Warrant and (if and when it exercises the Warrant) its acquisition of the Warrant Shares (i) are fully consistent with its financial needs, objectives and condition, (ii) comply and are fully consistent with all investment policies, guidelines and other restrictions applicable to the Warrantholder, (iii) have been duly authorized and approved by all necessary action, (iv) do not and will not violate or constitute a default under any law, rule, regulation, agreement or other obligation by which the Warrantholder is bound and (v) are a fit, proper and suitable investment for the Warrantholder, notwithstanding the substantial risks inherent in investing in or holding the Warrant and the Warrant Shares;

 

5

  (d)

the Warrantholder did not learn of the investment in the Warrant or the Warrant Shares as a result of any general solicitation or general advertising;

 

  (e)

the Warrantholder has not taken any of the actions set forth in, and is not subject to, the disqualification provisions of Rule 506(d)(1) of the Act; and

 

  (f)

the Warrantholder acknowledges and agrees that the Warrant is equivalent to the Warrantholder’s Old Warrant and therefore such Old Warrant will not become exercisable pursuant to clause 4 of the Consultant Warrant Agreement and will be exchanged automatically in consideration of the grant of the Warrant.

 

3.

EXERCISE OF WARRANTS

 

3.1

The Warrant may not be exercised at a time when its exercise is prohibited by, or would be a breach of, any law or regulation with the force of law.

 

3.2

The Warrant may be exercised in whole or in part. Where the Warrant is exercised in part, it shall not lapse as to the balance of the Warrant (and the balance of the Warrant will be retained by the Warrantholder, and may be exercised in the future, subject to and in accordance with the Warrant).

 

3.3

Subject to clause 3.4, in the event of a Sale, the Warrant may be exercised (in whole or part) for such period of time following the Sale as determined by the Board and it will lapse to the extent unexercised at the end of that period.

 

3.4

If the Board becomes aware that a Sale may occur, the Board will notify the Warrantholder and allow the Warrantholder to exercise the Warrant in full prior to the Sale. Any exercise of the Warrant pursuant to this clause 3.4 will take effect immediately before the Sale and if the Sale does not arise, any purported exercise of the Warrant pursuant to this clause 3.4 will be null and void. Where the Board has notified the Warrantholder of a Sale pursuant to this clause 3.4, the Warrant will lapse on the occurrence of the Sale to the extent not exercised.

 

4.

PROCEDURE FOR THE EXERCISE OF A WARRANT

 

4.1

The Warrant will be exercised by the Warrantholder giving written notice to the Company (in the form prescribed by the Board from time to time). The notice must be accompanied by payment (in cleared funds) of an amount equal to:

 

  (a)

the total Exercise Price payable in respect of the number of Shares to be acquired on exercise of the Warrant; and

 

  (b)

an amount representing the Warrant Tax Liability (if any is required under applicable law to be paid to or withheld by any Group Member in connection with such exercise) pursuant to clause 5, unless the Board has agreed to an alternative arrangement with the Warrantholder.

 

6

4.2

Subject to clauses 4.3 and 5, on receipt of an exercise notice and payment in accordance with clause 4.1, the Board will, as soon as reasonably practicable, arrange for the issuance to the Warrantholder of the number of Shares in respect of which the Warrant has been exercised. Alternatively, the Board may procure the transfer to the Warrantholder of the number of Shares in respect of which the Warrant has been exercised.

 

4.3

All Shares issued on the exercise of a Warrant will rank equally in all respects (including as to voting and dividends) with the shares of the same class for the time being in issue except as regards any rights attaching to such shares by reference to a record date prior to the date of the issuance. Where existing Shares are transferred to the Warrantholder, the transferee will not acquire any rights attaching to such Shares by reference to a record date prior to the date of the transfer. Where the Shares are listed or traded on any stock exchange, the Company shall apply to the appropriate body for any newly issued Shares to be listed or admitted to trading on that exchange.

 

4.4

On receipt of an exercise notice served in accordance with clause 4.1, the Board may decide, if there are legal restrictions affecting or limiting the ability of the Company to deliver Shares to the Warrantholder (for example, due to onerous securities laws requirements in a country to which the Warrantholder may have relocated), to settle the exercise by means of a cash payment equivalent to the market value of the Shares, less the aggregate Exercise Price, instead of by the issue or transfer of Shares.

 

4.5

The exercise of a Warrant will be subject to any laws or regulations applying to the Company or the Warrantholder upon issue or transfer of the Shares.

 

5.

WARRANT TAX LIABILITY

 

5.1

If any Warrant Tax Liability arises as a result of the grant, vesting, exercise, surrender or release or otherwise in respect of the Warrant, or the holding and/or disposal of any Shares acquired on the exercise, surrender or release of the Warrant, the Warrant Tax Liability will be the responsibility of the Warrantholder and/or the Consultant. Notwithstanding anything herein to the contrary, the Parties agree and acknowledge that any income associated with the exercise of the Warrant by the Warrantholder will be reported for tax purposes to the Consultant.

 

6.

LAPSE OF WARRANTS

 

  The

Warrant will automatically lapse on the earliest to occur of the following:

 

  (a)

the expiry of any period specified pursuant to clause 3.3 or 3.4 in the context of a Sale;

 

  (b)

on June 30, 2025, the fifth anniversary of the Termination Date; and

 

  (c)

in relation to a liquidation of the Company or bankruptcy of the Warrantholder as set out in clause 7.

 

7

7.

LIQUIDATIONS AND BANKRUPTCIES

 

7.1

The Warrant will lapse in full on the involuntary liquidation of the Company or involuntary bankruptcy of the Warrantholder.

 

8.

ADJUSTMENT TO EXERCISE PRICE AND NUMBER OF SHARES

 

8.1

On the occurrence of an Adjustment Event, the Board may make such adjustment as it considers appropriate to the number of Shares in respect of which the Warrant may be exercised and the Exercise Price per Share payable on the exercise of the Warrant, according to the following formula:

The adjusted number of Shares shall be: A / C, rounded to the nearest whole number

The adjusted Exercise Price per Share shall be: B / D

Where:

 

  A

is the market value of a Share immediately prior to the Adjustment Event, multiplied by the number of Shares over which the Warrant is outstanding;

 

  B

is the aggregate Exercise Price payable in respect of the number of Shares over which the Warrant is outstanding;

 

  C

is the market value of a Share immediately after the Adjustment Event; and

 

  D

is the adjusted number of Shares.

The Board shall determine the adjustments to the outstanding Warrants and notify the Warrantholder accordingly. Where the Warrant has been exercised prior to the Adjustment Event but the Shares have not been allotted or transferred pursuant to such exercise, the number of Shares that may be so allotted or transferred and the price at which they may be acquired shall be adjusted accordingly.

 

8.2

No adjustment under clause 8.1 will result in there being a material increase made to the aggregate Exercise Price in respect of the Warrant if the Warrant were to be exercised in full to the extent outstanding. As soon as reasonably practicable after making any adjustment under clause 8.1 above, the Board will give notice in writing of the adjustment to the Warrantholder.

 

9.

NOTICES

 

9.1

Any notice given to the Warrantholder will be properly given if sent to or delivered to the Warrantholder at its address on file with the Company (as set out in the Parties details of this Agreement or as subsequently advised in writing by the Warrantholder). Notices sent electronically to the Warrantholder will not be effective unless the Warrantholder has given its prior written consent to the appropriate email address to be used under this Agreement.

 

9.2

Any notice given to the Company will be properly given if sent to or delivered to the Company

 

8

  at its principal place of business (as set out in the Parties details of this Agreement or as subsequently advised in writing by the Company). Notices sent electronically to the Company will not be effective unless the Company has given its prior written consent to the appropriate email address to be used under this Agreement.

 

9.3

Any notice or certificate sent by mail will be deemed delivered on the second day following the date of mailing and any notice sent electronically will be deemed delivered on the date of dispatch.

 

9.4

Any person to which this Agreement is transferred in accordance with clause 2.3 above shall promptly provide the Company the relevant addresses for the purposes of this clause 9.

 

9.5

Either Party may at any time change its address for service from time to time by giving notice to the other Party in accordance with this clause.

 

10.

GENERAL

 

10.1

This Agreement will be administered by the Board.

 

10.2

The decision of the Board in any dispute or question relating to this Agreement will be final and conclusive as to the Company. The Parties agree to try to resolve any dispute or question in good faith. If such, resolution is not obtained within twenty (20) Business Days, either Party may commence legal proceedings with respect to the subject matter of the dispute and with respect to any other claims it may have.

 

10.3

The Company will at all times reserve and keep available, solely for issuance and delivery upon the exercise of the Warrant, such number of Warrant Shares and other securities, cash and/or property, as from time to time shall be issuable upon the exercise of the Warrant.

 

10.4

Any expenses of the Company in connection with the issuance or transfer of Shares into the name of the Warrantholder (including, for this purpose, any transfer taxes payable by the Warrantholder) will be borne by the Company.

 

10.5

Any rights conferred on the Warrantholder pursuant to this Agreement do not give rise to any employment relationship with the Company and/or with any Group Member.

 

10.6

The Warrant Shares and each certificate representing the Warrant Shares shall be imprinted with a legend in substantially the following form:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL SUCH SECURITIES ARE REGISTERED UNDER SUCH ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS OBTAINED TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.

 

9

11.

GOVERNING LAW

This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to any choice of law or conflict of laws rules or provisions.

 

12.

CONSENT TO JURISDICTION

The Parties (a) hereby irrevocably and unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction of the United States District Court for the District of Delaware for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in the state courts of Delaware or the United States District Court for the District of Delaware, and (c) hereby waive and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this Agreement or the subject matter hereof may not be enforced in or by such court.

 

13.

WAIVER OF JURY TRIAL

Each Party acknowledges and agrees that any controversy which may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement.

 

14.

COUNTERPARTS

This Agreement may be executed in counterparts, each of which will constitute an original but which, taken together, will constitute one instrument.

 

10

IN WITNESS WHEREOF, the undersigned parties hereto have caused this Agreement to be executed as of the date first written above.

 

SUMMIT THERAPEUTICS INC.
By:  

                

Name:  

Title:

  

Accepted and agreed,

 

[CONSULTANT]
By:  

                

Name:  

Title:

  

 

11

Exhibit 99.3

 

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect to the common stock, par value $0.01 per share, of Summit Therapeutics Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

   
   
 

/s/ Mahkam Zanganeh

  Mahkam Zanganeh

 

 

  MAHKAM ZANGANEH REVOCABLE TRUST
  SHAUN ZANGANEH IRREVOCABLE TRUST
   
  By:

/s/ Mahkam Zanganeh

    Name: Mahkam Zanganeh
    Title: Trustee