SMMT boosts equity program $360M; ATM sales via J.P. Morgan with 3% fee

Rhea-AI Filing Summary

Summit Therapeutics amended its distribution agreement with J.P. Morgan Securities LLC to expand its at-the-market capacity, increasing the aggregate amount of common stock it may sell by $360,000,000. The company previously filed a prospectus supplement covering up to $90.0 million of sales, with approximately $45.8 million remaining available under that supplement.

The amendment permits the Sales Agent to sell shares from time to time, including on Nasdaq, to market makers, in block or negotiated transactions, or by other lawful methods, and the Sales Agent will receive a commission of up to 3.0% of gross proceeds. The company is not obligated to sell any shares; any issuance would be pursuant to its effective Form S-3 registration statement and the related prospectus supplements.

Positive

• Increases at-the-market offering capacity by $360,000,000, providing substantial financial flexibility to raise capital if needed
• Engages J.P. Morgan Securities LLC as Sales Agent, leveraging an established intermediary for market executions
• Uses the company’s effective Form S-3 registration and a filed prospectus supplement, enabling compliant, ready-to-execute offerings

Negative

• Potential dilution to existing shareholders if the company elects to sell a material amount of shares under the expanded capacity
• Sales Agent commission of up to 3.0% of gross proceeds would reduce net capital raised from any sales

Insights

Financial Analyst

TL;DR: Amendment adds substantial equity-raising capacity without immediate issuance obligation, creating potential dilution risk but preserving liquidity optionality.

The agreement increases the company’s at-the-market offering capacity by $360 million, materially enlarging its ability to access capital using established market mechanisms and an experienced sales agent. The Sales Agent may execute sales on Nasdaq or via market makers, and will earn up to a 3.0% commission, which lowers net proceeds if shares are sold. Importantly, the company retains discretion and is not required to sell shares, so near-term dilution is possible but not certain. This is a financing flexibility move rather than an immediate balance-sheet change.

Corporate Governance / Securities Analyst

TL;DR: Legal and procedural mechanics are in place for a significant ATM program expansion, with required prospectus supplements and counsel opinion filed.

The amendment is implemented under the company’s effective Form S-3 registration framework and was accompanied by a prospectus supplement; counsel’s opinion and consent are filed as exhibits. The filing clarifies permissible sale methods (ordinary brokers’ transactions, block trades, negotiated transactions) and reiterates the company’s unilateral right to pause or suspend offers. These procedural details reduce execution risk for a potential offering but do not compel capital raising.

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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): August 11, 2025

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: (305) 203-2034

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 August 11, 2025, Summit Therapeutics Inc. (the “Company”) entered into an amendment (the “Amendment”) to the distribution agreement with J.P. Morgan Securities LLC (“Sales Agent”), as sales agent, which amended that certain distribution agreement, dated May 13, 2024, by and between the Company and the Sales Agent (the “Original Distribution Agreement” and, as amended by the Amendment, the “Distribution Agreement”). Pursuant to the Amendment, the Original Distribution Agreement was amended to, among other things, increase the aggregate offering price of shares (the “Shares”) of the Company’s common stock, par value $0.01 per share, from time to time, through the Sales Agent, by up to an additional $360,000,000.

At the time of the Original Distribution Agreement, the Company filed a prospectus supplement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the offer and sale of shares of its common stock in an aggregate amount of up to $90.0 million (the “May 2024 Prospectus Supplement”), approximately $45.8 million of which remained available for sale by the Company thereunder as of August 11, 2025. In addition, on August 11, 2025, the Company filed a prospectus supplement with the SEC (the “August 2025 Prospectus Supplement”) in connection with the offer and sale of shares of its common stock in an aggregate amount of up to an additional $360,000,000 under the Distribution Agreement.

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. 333-277169) filed with the SEC on February 20, 2024, and declared effective as of February 27, 2024. In connection with the offer and sale of shares of its common stock pursuant to the Original Distribution Agreement and the Amendment, the Company filed the May 2024 Prospectus Supplement and the August 2025 Prospectus Supplement with the SEC on May 13, 2024 and August 11, 2025, respectively.

The foregoing description of the Original Distribution Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Original Distribution Agreement and the Amendment, copies of which are filed as Exhibits 1.1 and 1.2 to this Current Report on Form 8-K, respectively, and are 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 August 2025 Prospectus Supplement, 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 May 13, 2024, by and between Summit Therapeutics Inc. and J.P. Morgan Securities LLC
1.2		Amendment to Distribution Agreement, dated August 11, 2025, 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: August 11, 2025				By:		/s/ Manmeet S. Soni
						Chief Operating Officer, Chief Financial Officer and Director
						(Principal Financial Officer)

FAQ

What change did Summit Therapeutics (SMMT) make to its distribution agreement?

The company amended its distribution agreement to increase the aggregate amount of common stock it may sell under the program by $360,000,000.

How much remained available under the prior prospectus supplement?

Approximately $45.8 million remained available for sale under the previously filed prospectus supplement covering up to $90.0 million.

Who is the Sales Agent and what are the sales mechanics?

The Sales Agent is J.P. Morgan Securities LLC; shares may be sold on Nasdaq, to market makers, in block trades, negotiated transactions, or other lawful methods.

Is Summit obligated to sell shares under the amended agreement?

No. The company is not obligated to sell any shares and may suspend solicitations and offers at any time.

What fee will the Sales Agent receive for sales?

The Sales Agent may receive a commission of up to 3.0% of the gross sales price per share sold.