SUMMIT THERAPEUTICS INC. FORM S-3





 


EX-4.1


 



 


THE TERMS AND CONDITIONS OF THE RIGHTS OFFERING
ARE SET FORTH IN THE COMPANY’S PROSPECTUS DATED [_____], (THE “PROSPECTUS”) AND ARE INCORPORATED HEREIN BY REFERENCE.
COPIES OF THE PROSPECTUS ARE AVAILABLE UPON REQUEST FROM BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION AGENT, BY CALLING
(855) 793-5068.


SUMMIT THERAPEUTICS INC.

Incorporated under the laws of the State of Delaware



NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE


Evidencing Non-Transferable Subscription Rights
to Purchase Shares of

Common Stock, Par Value $0.01 per share, of Summit Therapeutics Inc.



Subscription Price: To be determined as set forth below



THE SUBSCRIPTION RIGHTS WILL EXPIRE IF NOT EXERCISED ON OR BEFORE

5:00 P.M., EASTERN TIME, ON [________] (THE “EXPIRATION DATE”)


REGISTERED OWNER:


THIS CERTIFIES THAT the registered owner whose
name is inscribed hereon is the owner of certain non-transferable subscription rights (each, a “Subscription Right”). The
Subscription Right entitles the holder thereof to subscribe for and purchase shares of common stock, par value $0.01 per share (the “Common
Stock”), of Summit Therapeutics Inc., a Delaware corporation (the “Company”), at a subscription price per full share
equal to the lesser of (i) $1.05 per share (the “Initial Price”) and (ii) the volume weighted-average price of the Common
Stock for the five (5) consecutive trading days through and including the Expiration Date (the “Alternate Price”), pursuant
to a rights offering (the “Rights Offering”), on the terms and subject to the conditions set forth in the Prospectus dated
[______] (the “Prospectus”).


Each stockholder will receive one Subscription
Right for each share of Common Stock owned as of 4:00 p.m., Eastern Time, on [______] (the “Record Date”) and each Subscription
Right will entitle its holder to purchase [____] shares of Common Stock at the Initial Price per full share.


The Subscription Rights represented by this
Non-Transferable Subscription Rights Certificate may be exercised by completing Form 1 and any other appropriate forms on the reverse
side hereof and by returning the full payment of the subscription price for each share of Common Stock in accordance with the instructions
contained herein.


This Non-Transferable Subscription Rights Certificate
is not valid unless countersigned by Broadridge Corporate Issuer Solutions, Inc., the Subscription Agent. Witness the seal of Summit Therapeutics
Inc. and the signatures of its duly authorized officers.


DATED: [_____]


	
     ____________________________

     
	 	
     

     

	Robert W. Duggan, Chief Executive Officer	 	 


 


DELIVERY OPTIONS FOR NON-TRANSFERABLE SUBSCRIPTION
RIGHTS CERTIFICATE


Delivery other than in the manner or to the
addresses listed below will not constitute valid delivery.


 


	If delivering by hand or overnight courier:	 	If delivering by first class mail:
	 	 	 
	Broadridge Corporate Issuer Solutions, Inc.

Attn: BCIS IWS

51 Mercedes Way

Edgewood, NY 11717	 	Broadridge Corporate Issuer Solutions, Inc.

Attn: BCIS Re-Organization Dept.

P.O. Box 1317

Brentwood, NY 11717-0718


 



    	 	 



    	 



    

PLEASE PRINT ALL INFORMATION CLEARLY AND LEGIBLY.


SECTION 1 – EXERCISE OF SUBSCRIPTION
RIGHTS


To subscribe for shares of Common Stock pursuant
to your Subscription Right, please complete lines (a) and (b) and sign in part (c). If you do not indicate the number of Subscription
Rights being exercised, or if you do not forward the full subscription payment for the number of Subscription Rights that you indicate
are being exercised, then you will be deemed to have exercised the maximum number of Subscription Rights that may be exercised with the
aggregate subscription payment you delivered to the Subscription Agent. Fractional shares of our Common Stock resulting from the exercise
of the Subscription Rights will be eliminated by rounding down to the nearest whole share, with the total subscription payment being adjusted
accordingly. Any excess subscription payments received by the Subscription Agent will be returned, without interest, as soon as practicable.


(a)           EXERCISE
OF SUBSCRIPTION RIGHT:


	 	(i)	Basic Subscription Right


 


	I exercise	
    ____________

     
	x	[_______]	=	
     ______________________

     
	x	$1.05	=	
    $

	 	(No. of shares

owned)	x	(Initial ratio)	=	
    (No. of Basic Subscription

    Shares Subscribed For)
	x	(Initial Price)	 	(Amount Enclosed)


 


	 	(ii)	Over-Subscription Right: If you fully exercise your Basic Subscription Right, above, and wish to subscribe for additional shares, you may exercise your Over-Subscription Right below.


 


	I exercise	
     ____________________

     
	x	 	$1.05	=	
    $

	 	(No. of Over-Subscription

Shares

Subscribed For)	x	 	(Initial

Price)	=	(Amount Enclosed)


 


(b)           PAYMENT:


	 	Amount Enclosed	 
	Basic Subscription

Right:	
    $
	☐    Certified check drawn on a U.S. bank, or postal or express money order payable to Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent.
	 	 	 
	Over-Subscription

Right:	
    $
	☐    Wire transfer directly to the escrow account maintained by Broadridge Corporate Issuer Solutions, Inc., as Subscription Agent.
	 	 	 
	Total Amount

Enclosed	
    $
	 


 



    	 	 



    	 



    

Method of Payment. All payments must be made
in U.S. dollars by wire transfer of funds, U.S. Postal money order or certified check drawn upon a U.S. bank payable to “Broadridge
Corporate Issuer Solutions, Inc. (acting as Subscription Agent for Summit Therapeutics Inc.)”. The Subscription Agent will not accept
payment by any other means, except as agreed by the Company in writing.


 


(c)            SIGNATURE(S):


TO SUBSCRIBE: I acknowledge that I have received
the Prospectus for the Rights Offering and I hereby irrevocably subscribe for the number of shares indicated above on the terms and conditions
specified in the Prospectus. I hereby agree that if I fail to pay for the shares of Common Stock for which I have subscribed, Summit Therapeutics
Inc. may exercise its legal remedies against me.


This form must be signed by the registered
holder(s) exactly as their name(s) appear(s) on the certificate(s) or book entry or by person(s) authorized to sign on behalf of the registered
holder(s) by documents transmitted herewith.


	
     

     
	 		 	
     

     

	Signature(s) of Subscriber(s)	 	Date	 	Daytime Telephone Number(s)


 


If signature is by trustee(s), executor(s),
administrator(s), guardian(s), attorney(s)-in-fact, agent(s), officer(s) of a corporation or another acting in a fiduciary or representative
capacity, please provide the following information (please print). See the instructions.


	 	 	
     

     
	 	
     

     
	 	
     


	Name(s)	 	Full Title	 	Taxpayer ID # or Social Security #	 	Date


 


SECTION 2 – SPECIAL ISSUANCE OR DELIVERY
INSTRUCTIONS FOR SUBSCRIPTION RIGHTS HOLDERS


	(a) To be completed ONLY if the book-entry representing the Common Stock is to be issued in a name other than that of the registered holder. (See the Instructions.) DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.	 	
    (b) To be completed ONLY if the book-entry representing the Common Stock
    is to be issued to an address other than that shown on the front of this certificate. (See the Instructions.)

    DO NOT FORGET TO COMPLETE THE GUARANTEE OF SIGNATURE(S) SECTION BELOW.




 


 

	Print Full Name: 	 ________________________	Print Full Name:	  ________________________
	Print Full Address:	  ________________________	Print Full Address:	  ________________________
	Taxpayer ID # or Social Security #:	  ________________________	Taxpayer ID # or Social Security #:	  ________________________


 


 


    	 	 



    	 



    

 


SIGNATURE GUARANTEE

This must be completed if you have completed any portion of Section 2.


	Signature Guaranteed:	 
	 	(Name of Bank or Form)
	 	 
	 ____________________________	 
	By: 	 _____________________________
	 	(Signature of Officer)



IMPORTANT: The signature(s) should be guaranteed
by an eligible guarantor institution (bank, stock broker, savings & loan association or credit union) with membership in an approved
signature guarantee medallion program pursuant to Securities and Exchange Commission Rule 17Ad-15.


FOR INSTRUCTIONS ON THE USE OF NON-TRANSFERABLE
SUBSCRIPTION RIGHTS CERTIFICATES, CONSULT BROADRIDGE CORPORATE ISSUER SOLUTIONS, INC., THE SUBSCRIPTION AGENT, AT (855) 793-5068 (TOLL-FREE).
THE RIGHTS OFFERING EXPIRES AT 5:00 P.M., EASTERN TIME, ON [_______], AND THIS NON-TRANSFERABLE SUBSCRIPTION RIGHTS CERTIFICATE IS VOID
THEREAFTER.


THE RIGHTS OFFERING HAS BEEN REGISTERED OR
QUALIFIED OR IS BELIEVED TO BE EXEMPT FROM REGISTRATION OR QUALIFICATION ONLY UNDER THE FEDERAL LAWS OF THE UNITED STATES AND THE LAWS
OF THE STATES IN THE UNITED STATES. RESIDENTS OF OTHER JURISDICTIONS MAY NOT PURCHASE THE SECURITIES OFFERED HEREBY UNLESS THEY CERTIFY
THAT THEIR PURCHASES OF SUCH SECURITIES ARE EFFECTED IN ACCORDANCE WITH THE APPLICABLE LAWS OF SUCH JURISDICTIONS.