Summit Therapeutics sets up $380M ATM program

Summit Therapeutics Inc. entered into a distribution agreement with J.P.

Rhea-AI Filing Summary

Summit Therapeutics Inc. entered into a distribution agreement with J.P. Morgan Securities LLC allowing at the market offerings of its common stock with an aggregate offering price of up to $380,000,000. Under this arrangement, J.P. Morgan, as sales agent, may sell shares from time to time at market or negotiated prices and will receive a commission of up to 3.0% of the gross sales price per share. Summit has no obligation to sell shares and may suspend offers at any time. Any issuances will occur under its effective Form S-3 registration statement (File No. 333-296642) and a related prospectus supplement filed on July 23, 2026.

Filing Explained

The July 23 agreement adds conditional equity dilution capacity of up to $380 million; no shares have been reported issued or proceeds received.

This Form 8-K reports a July 23 agreement under which Summit Therapeutics may sell common stock through J.P. Morgan, so the event is an authorized offering program rather than a reported completed issuance. The filing describes an authorization for future sales, not a reported completed issuance or receipt of proceeds.

If Summit sells shares under the program, total shares outstanding would increase and existing holders’ percentage ownership would decrease absent offsetting changes. The filing gives a maximum aggregate offering price of up to $380 million, but does not state that any amount has been sold or received.

As of March 31, 2026, the latest quarterly report showed $106.5 million of cash and equivalents. That balance does not convert the ATM ceiling into committed funding.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

ATM program size: $380,000,000 aggregate offering price Sales agent commission: up to 3.0% of gross sales price per share Form S-3 file number: File No. 333-296642 +1 more

4 metrics

ATM program size $380,000,000 aggregate offering price Maximum aggregate offering price of common stock under the distribution agreement

Sales agent commission up to 3.0% of gross sales price per share Commission payable to J.P. Morgan Securities LLC for shares sold as sales agent

Form S-3 file number File No. 333-296642 Registration statement on Form S-3 under which the shares may be issued

Distribution agreement date July 23, 2026 Date Summit Therapeutics Inc. entered into the distribution agreement with J.P. Morgan Securities LLC

Key Terms

distribution agreement, at the market offerings, Rule 415(a)(4), Form S-3, +1 more

5 terms

distribution agreement regulatory

"entered into a distribution agreement with J.P. Morgan Securities LLC"

A distribution agreement is a contract that lets one party sell, market or deliver another party’s products or services in specified places or channels, and spells out who handles pricing, inventory, delivery, payments and how long the arrangement lasts. For investors it matters because these deals determine how widely a product can reach customers, how quickly revenue can grow, what profit margin the company keeps, and what legal or operational risks the business assumes—think of it like a store deciding which wholesaler will stock and promote a product.

at the market offerings regulatory

"transactions that are deemed to be at the market offerings"

At-the-market offerings are a way for a company to raise cash by selling newly issued shares directly into the open market at the current trading price through a broker, rather than in a single large sale. Think of it like topping up a gas tank a little at a time at whatever the pump price is; it gives the company flexibility to raise money when conditions are favorable but can increase the number of shares outstanding and dilute existing investors, and frequent or large sales can put downward pressure on the stock price.

Rule 415(a)(4) regulatory

"as defined in Rule 415(a)(4) under the Securities Act of 1933"

Rule 415(a)(4) is a U.S. Securities and Exchange Commission rule that lets a company add more securities to an already effective shelf registration, so those additional shares or bonds can be sold later without filing a completely new registration. For investors it matters because it gives the issuer the flexibility to raise cash quickly—like having an open credit line—while creating the possibility of dilution or changes in supply that can affect share price.

Form S-3 regulatory

"effective registration statement on Form S-3 (File No. 333-296642)"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"filed a prospectus supplement with the SEC on July 23, 2026"

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

FAQ

What agreement did Summit Therapeutics (SMMT) enter into on July 23, 2026?

On July 23, 2026, Summit Therapeutics entered into a distribution agreement with J.P. Morgan Securities LLC. This allows at the market sales of its common stock, with J.P. Morgan acting as sales agent under specified instructions and commercial terms set by Summit.

How large is Summit Therapeutics' at the market program (SMMT)?

The at the market program permits Summit Therapeutics to offer and sell up to $380,000,000 of its common stock. This aggregate offering price represents the maximum total value of shares that may be issued through the distribution agreement over time.

How will shares be sold under Summit Therapeutics' agreement (SMMT)?

Shares may be sold in transactions deemed at the market offerings under Rule 415(a)(4), including ordinary brokers transactions on the Nasdaq Global Market, sales to or through market makers, block trades, or other permitted negotiated transactions at market or related prices.

What commissions will J.P. Morgan earn under Summit Therapeutics' program (SMMT)?

J.P. Morgan Securities LLC, as sales agent, will receive a commission of up to 3.0% of the gross sales price per share sold. This commission applies to common stock sold through the at the market program under the distribution agreement.

Is Summit Therapeutics obligated to sell stock under its $380M program (SMMT)?

Summit Therapeutics has no obligation to sell any shares under the distribution agreement. The company may decide whether to sell and can suspend solicitations and offers at any time, giving it flexibility in if and when to access the program.

Which SEC registration covers Summit Therapeutics' ATM program (SMMT)?

Issuances under the program will occur pursuant to an effective registration statement on Form S-3, File No. 333-296642. Summit also filed a related prospectus supplement on July 23, 2026 describing the offer and sale of shares under the distribution agreement.

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Available on EDGAR 07/23/2026 - 04:35 PM Accepted by SEC EDGAR 07/23/2026 - 04:34 PM Learn about SEC filing dates

false 0001599298 0001599298 2026-07-23 2026-07-23

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): July 23, 2026

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.)

601 Brickell Key Drive, Suite 1000, Miami, FL		33131
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 460-8308

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 1.01 Entry into a Material Definitive Agreement.

On July 23, 2026, Summit Therapeutics Inc. (the “Company”) entered into a distribution agreement (the “Distribution Agreement”) with J.P. Morgan Securities LLC (“Sales Agent”), as sales agent, pursuant to which the Company may offer and sell, from time to time, through the Sales Agent, shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $380,000,000 (the “Shares”).

The Company is not obligated to sell any Shares under the Distribution Agreement. Subject to the terms and conditions of the Distribution Agreement, the Sales Agent will use commercially reasonable efforts, consistent with its normal trading and sales practices, to sell Shares from time to time based upon the Company’s instructions, including any price, time or size limits or other customary parameters or conditions specified by the Company. Under the Distribution Agreement, the Sales Agent may sell Shares in transactions that are deemed to be “at the market” offerings as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended , including sales made by means of ordinary brokers’ transactions, including directly on the Nasdaq Global Market or into any other existing trading market for the Shares, or sales made to or through a market maker, in block transactions or by any other method permitted by law, including negotiated transactions. Sales may be made at market prices prevailing at the time of a sale or at prices related to prevailing market prices or at negotiated prices. The Company will pay the Sales Agent a commission of up to 3.0% of the gross sales price per share sold through it acting as Sales Agent. The Company has no obligation to sell any of the Shares under the Distribution Agreement and may at any time suspend solicitations and offers under the Distribution Agreement.

The issuance and sale, if any, of the Shares by the Company under the Distribution Agreement will be made pursuant to the Company’s effective registration statement on Form S-3 (File No. 333-296642) filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 9, 2026, and which became automatically effective upon filing. The Company filed a prospectus supplement with the SEC on July 23, 2026 in connection with the offer and sale of the Shares pursuant to the Distribution Agreement.

The foregoing description of the Distribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Distribution Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The legal opinion of Baker & Hostetler LLP, counsel to the Company, relating to the validity of the issuance and sale of the Shares being offered pursuant to the Distribution Agreement, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Distribution Agreement nor shall there be any sale of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
1.1		Distribution Agreement, dated July 23, 2026, by and between Summit Therapeutics Inc. and J.P. Morgan Securities LLC
5.1		Opinion of Baker & Hostetler LLP
23.1		Consent of Baker & Hostetler LLP (included in Exhibit 5.1)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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, hereunto duly authorized.

				SUMMIT THERAPEUTICS INC.
Date: July 23, 2026				By:		/s/ Manmeet S. Soni
						Chief Operating Officer and Chief Financial Officer
						(Principal Financial Officer)

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-1.1 EX-1.1 250.7 KB
• EX-5.1 EX-5.1 8.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB