SMMT 10-K Annual Report Dec. 31, 2021 | Alphaminr
Summit Therapeutics plc
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SMMT 10-K Fiscal year ended Dec. 31, 2021

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SUMMIT THERAPEUTICS PLC
Name: Summit Therapeutics Inc. <br /> CIK: 1599298 <br /> Filing Type: 10-K/A <br /> Report Date: 2021-12-31 <br /> Download URL: https://www.sec.gov/Archives/edgar/data/1599298/000159929822000147/smmt-20211231.htm <br />
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsPart IiisPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPart IVItem 15. Exhibits, Financial Statement SchedulesItem 16. Report Summary

Exhibits

2.1 Scheme of Arrangement, dated September 18, 2020 (incorporated by reference to Exhibit 99.1 to the Companys Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on July 27, 2020) 3.1 Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the CompanysCurrentReport on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020) 3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the CompanysCurrentReport on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020) 4.1 Registration Rights Agreement, dated January 9, 2019, by and among Summit Therapeutics plc and Robert W. Duggan (incorporated by reference to Exhibit 2.1 to the Companys Report on Form 6-K (File No. 001-36866), filed with the Securities and Exchange Commission on January 10, 2019) 4.3 Form of Consultant Warrant (incorporated by reference to Exhibit 4.2 to the CompanysCurrentReport on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020) 4.4 Form of Investor Warrant (incorporated by reference to Exhibit 4.1 to the CompanysCurrentReport on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020) 4.6 Registration Rights Agreement, dated November 6, 2020, by and among Summit Therapeutics Inc., Polar Capital Funds plc - Biotechnology Fund and the Mahkam Zanganeh Revocable Trust (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 November 6, 2020) 4.7 Form of Subscription Rights Certificate (incorporated by reference to Exhibit 4.1 to the Companys Current Report on Form 8-K (File No. 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 Companys 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 Companys Registration Statement on Form F-1 (File No. 333-201807), as amended, filed with the Securities and Exchange Commission on February 20, 2015) 10.3# 2005 Enterprise Management Incentive Scheme(incorporated by reference to Exhibit 4.3 to the Companys Transition Report on 20-F (File No. 333-36866), as amended, filed with the Securities and Exchange Commission on April 30, 2020) 10.4# 2016 Long Term Incentive Plan (incorporated by reference to Exhibit 4.22 to the Companys Annual Report on Form 20-F (File No. 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 Companys Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on March 30, 2017) 10.6 Lease, dated February 17, 2017, by and among MEPC Milton Park No. 1 Limited, MEPC Milton Park No. 2 Limited and Summit Therapeutics plc (incorporated by reference to Exhibit 4.25 to the Companys Annual Report on Form 20-F (File No. 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 Companys 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 Companys 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 Companys 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 Companys 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 Laboratrios S.A. (incorporated by reference to Exhibit 4.27 to the Companys Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018) 10.12(1) 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 Companys 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 Companys Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018) 10.14 Lease, dated December 22, 2017, by and between Merrifield Centre Ltd and Discuva Limited (incorporated by reference to Exhibit 4.31 to the Companys 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 Companys Annual Report on Form 20-F (File No. 001-36866), filed with the Securities and Exchange Commission on April 13, 2018) 10.16 Form of Non-Executive Director Restricted Stock Unit (RSU) Agreement (incorporated by reference to Exhibit 4.33 to the Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys 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 Companys Transition Report on 20-F (File No. 333-36866) filed with the Securities and Exchange Commission on April 30, 2020) 10.25(1) Securities Purchase Agreement, dated October 2, 2020, by and between Summit Therapeutics Inc. and Robert W. Duggan (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 October 5, 2020) 10.26(1) 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) 10.27(1) 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) 10.28# Form of Indemnification Agreement between Summit Therapeutics Inc. and each of its Executive Officers and Directors (incorporated by reference to Exhibit 10.1 to the CompanysCurrentReport on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020) 10.31# 2020 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the CompanysCurrentReport on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on September 18, 2020) 10.34# 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.3 to the CompanysCurrentReport on Form 8-K (File No. 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) 10.36 Sublease Agreement, dated March 26, 2021, by and between Maky Zanganeh Associates Inc. and Summit Therapeutics Sub Inc.(incorporated by reference to Exhibit 10.36 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) 10.37 ExitAgreement, datedMay 28,2021, by and between Summit Therapeutics Inc. andMichael Donaldson(incorporated by reference to Exhibit10.3to theCompanysCurrent Report on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission onMay 28,2021) 10.38(1) Note Purchase Agreement, dated March 10, 2022, by and between Summit Therapeutics Inc. and Robert W. Duggan (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 March 11, 2022) 10.39 Promissory Note, dated March 10, 2022, in the name of Robert W. Duggan (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 March 11, 2022) 16.1 Letter from PwC to the Securities and Exchange Commission, dated May 26, 2021 (incorporated by reference to Exhibit 16.1 to the Companys Current Report on Form 8-K (File No. 001-36866), filed with the Securities and Exchange Commission on May 26, 2021) 21.1* List of Significant Subsidiaries 23.1* Consent of PricewaterhouseCoopers LLP, a Delaware limited liability partnership 23.2* Consent of PricewaterhouseCoopers LLP, a United Kingdom entity 31.1* Certification of Chief Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to 302 of the Sarbanes-Oxley Act of 2002 32.1* Certificationpursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002