SecProbe.io

CORRESP
1
filename1.htm

  Baker&Hostetler
                         LLP

                         45 Rockefeller Plaza

                         New York, NY 1011

  January
20, 2023
  T 212.589.4200

      F 212.589.4201

      www.bakerlaw.com

  Adam W. Finerman

direct dial: 212.589.4233

afinerman@bakerlaw.com

Via
EDGAR

    Division
    of Corporation Finance

    United States Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

Re:

 Summit
                                            Therapeutics Inc.

                                                                                                                                                                                                      Registration
                                            Statement on Form S-3

                                                                                Filed
                                            December 21, 2022

                                                                                File
                                            No. 333-268932

Dear
Sir/Madam:

On
behalf of Summit Therapeutics Inc., a Delaware corporation (the “Company”), set forth below are responses (this “Response
Letter”) to the comments of the staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities
and Exchange Commission (the “Commission”) contained in the letter dated January 12, 2023 (the “Comment Letter”)
relating to the Company’s Registration Statement on Form S-3, File No. 333-268932, filed with the Commission on December 21, 2022
(the “Registration Statement”). The Company has filed herewith Amendment No. 1 (the “Amendment”)
to the Registration Statement.

The
headings and numbered paragraphs of this Response Letter correspond to the headings and paragraph numbers contained in the Comment Letter,
and, to facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italicized print. Capitalized
terms used herein and otherwise not defined herein shall have the meanings assigned to such terms in the Registration Statement.

Division
of Corporation Finance

January
20, 2023

Page
2

Registration
Statement on Form S-3

Subscription
Price, page 40

    1.
    Please
    revise to explain why the Board formed a Special Committee and identify the members of that committee.

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosure on page 41 of the Registration Statement.

    2.
    We
    note your disclosure that in determining the Subscription Price the Special Committee considered the average price for the 30-day
    period prior to the filing of the preliminary proxy statement on November 29, 2022.  With a view to disclosure and with reference
    to your risk factor disclosure at the top of page 31, please tell what consideration, if any, the Special Committee or Board
    has given or will give to revising the Initial Price to reflect more recent market trading.  In this regard, we note that the
    stock price increased significantly beginning in early December. To the extent that the Initial Price will be set at a significant
    discount to the current market price, please revise the cover page to highlight the size of the discount and the attendant risks
    to the shareholders.

RESPONSE:
In response to the Staff’s comment, the Company has revised its disclosure on the cover page, page 3, page 10, page 31 and
page 41 of the Registration Statement.

We
also advise the Staff supplementally that on December 6, 2022, the Company publicly released information regarding its: (i) entrance
into the Collaboration and License Agreement with Akeso, Inc.; (ii) entrance into a Note Purchase Agreement and promissory notes pursuant
to which the Company agreed to sell to each of Mr. Robert W. Duggan and Dr. Maky Zanganeh unsecured promissory notes in the aggregate
amount of $520 million; and (iii) approval by the Board of a $500 million rights offering to its stockholders, including the pricing
of such rights offering (specifically including the Initial Price and Alternate Price). The disclosure of this information, including
the proposed rights offering and pricing, occurred immediately prior to the significant increase in stock price in early December referred
to above. The Company does not believe that a change to the previously disclosed terms of the Rights Offering would be fair to those
stockholders who relied on this public disclosure, and accordingly the Company does not plan to change any of the previously disclosed
information (including the pricing). This information is described on page 10 of the Registration Statement in a Q&A titled “Why
did our board of directors elect to price the Rights Offering at the lesser of the Initial Price and the Alternate Price?”

    3.
    With
    a view to disclosure and with reference to the second risk factor disclosures on pages 31 and 32, please tell us what consideration
    the Board gave to including a floor price for the offer and why it decided to include the Alternate Price feature.  Also, discuss
    what consideration, if any, given to making subscriptions revocable in the event that the stock price materially decreases during
    the offering period. Similarly tell us what steps you would take if the Board were to determine during the pendency of the offering
    to conduct a reverse stock split either during or immediately following the offering.

Division
of Corporation Finance

January
20, 2023

Page
3

RESPONSE:
Given that the Board reserves the right to terminate the Rights Offering at any time, the Special Committee and Board determined that
a floor price was not in the best interests of the Company, especially given concerns that setting a floor price can have the effect
of market forces leading to a price at the floor price. The Company believes that the Alternate Price mechanics provide subscribing stockholders
with certain protections in the event of a decline in market share price. The Company believes that inclusion of the Alternate Price
provides protection for a market price decline and has not considered making subscriptions revocable. In further response to the Staff’s
comment, the Company has revised its disclosure on page 31 of the Registration Statement.

While
the Board reserves the right to effect the reverse stock split prior to January 6, 2024, we do not intend to effect the reverse stock
split prior to the closing of the Rights Offering and issuance of shares thereunder. In accordance herewith, please see the Company’s
revised disclosure on page 32 of the Registration Statement.

  4.
  We note your statement on the cover page that
  to the extent the Alternate Price is lower than the Initial Price, you will sell additional shares of common stock. Please also revise
  your disclosure to discuss your plans if the Alternate Price were to decline such that the number of shares of common stock to be offered
  would cause you to exceed the number of authorized shares of common stock set forth in your certificate of incorporation.

RESPONSE:
In response to the Staff’s comment, the Company has revised the disclosure on the cover page and page 41 of the Registration Statement.

Please
note that the Company filed a current report on Form 8-K earlier today, and the Company has revised the disclosure in the Registration
Statement to reflect the matters disclosed in the Form 8-K.

We
believe we have been responsive to the Staff’s comments. Please direct any questions concerning this letter to the undersigned
at (212) 589-4233 or afinerman@bakerlaw.com.

Sincerely,

    Adam
    W. Finerman

    Partner