The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
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1
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NAME OF REPORTING PERSON
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MAHKAM ZANGANEH
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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AF
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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U.S.A.
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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489,815
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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4,840,444
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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489,815
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10
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SHARED DISPOSITIVE POWER
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4,840,444
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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5,330,258*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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7.80%*
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14
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TYPE OF REPORTING PERSON
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IN
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* The 5,330,258 shares of Common Stock beneficially owned consist
of 4,209,082 shares of Common Stock and includes the exercise of warrants to purchase 1,121,177 shares of Common Stock. All of
the shares of Common Stock and warrants to purchase 631,362 shares of Common Stock (exercisable until December 24, 2029) are held
by the Mahkam Zanganeh Revocable Trust and the Shaun Zanganeh Irrevocable Trust. The remaining warrants to purchase 489,815 shares
of Common Stock (exercisable until June 30, 2025) are held individually by Mahkam Zanganeh.
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1
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NAME OF REPORTING PERSON
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MAHKAM ZANGANEH REVOCABLE TRUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CALIFORNIA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,420,222*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,420,222*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,420,222*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.58%*
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14
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TYPE OF REPORTING PERSON
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OO
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* The 2,420,222 shares of Common Stock beneficially owned consist
of 2,104,541 shares of Common Stock and includes the exercise of warrants to purchase 315,681 shares of Common Stock, which are
exercisable until December 24, 2029.
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1
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NAME OF REPORTING PERSON
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SHAUN ZANGANEH IRREVOCABLE TRUST
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) ☒
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(b) ☐
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS
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WC
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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CALIFORNIA
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NUMBER OF
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7
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SOLE VOTING POWER
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SHARES
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BENEFICIALLY
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- 0 -
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OWNED BY
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8
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SHARED VOTING POWER
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EACH
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REPORTING
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2,420,222*
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PERSON WITH
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9
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SOLE DISPOSITIVE POWER
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- 0 -
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10
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SHARED DISPOSITIVE POWER
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2,420,222*
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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2,420,222*
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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3.58%*
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14
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TYPE OF REPORTING PERSON
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OO
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* The 2,420,222 shares of Common Stock beneficially owned consist
of 2,104,541 shares of Common Stock and includes the exercise of warrants to purchase 315,681 shares of Common Stock, which are
exercisable until December 24, 2029.
The following constitutes the Schedule 13D filed
by the undersigned (the “Schedule 13D”).
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Item 1.
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Security and Issuer.
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This statement on
Schedule 13D relates to the common stock, par value $0.01 per share (the “Common Stock”), of Summit Therapeutics
Inc., a Delaware corporation whose principal executive office is located at One Broadway, 14th Floor, Cambridge, Massachusetts
02142 (the “Issuer”).
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Item 2.
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Identity and Background.
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(a)
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This statement is filed by:
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ii.
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Mahkam Zanganeh Revocable Trust (“Trust I”);
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iii.
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Shaun Zanganeh Irrevocable Trust (“Trust II” and collectively with Trust I, the “Trusts”);
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Each of the foregoing
is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting
Persons is party to the Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing
a joint Schedule 13D.
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(b)
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The principal business address of each Reporting Person is 51 Adam Way, Atherton, California 94027.
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(c)
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The principal occupation of Ms. Zanganeh is serving as Chief Executive Officer of Maky Zanganeh
& Associates, Inc., a consultancy firm. The principle business of each Trust is to hold and invest securities and other assets
as a fiduciary for the benefit of each of their respective beneficiaries.
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(d)
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No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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(e)
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No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
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(f)
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Ms. Zanganeh is a citizen of the United States of America. Each Trust is organized under the laws
of the state of California.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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On September 18, 2020,
the Issuer became the successor issuer to Summit Therapeutics plc, a public limited company incorporated in England and Wales (“Old
Summit”), pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1934, as amended. Such succession occurred following
the effectiveness of a United Kingdom court-approved scheme of arrangement in which every five ordinary shares, £0.01 par
value per share, of Old Summit were exchanged for one share of Common Stock of the Issuer, which resulted in the Issuer becoming
the holding company of Old Summit and its subsidiaries (the “Redomicile”).
Upon the effectiveness
of the Redomicile, the Reporting Persons, as holders of ordinary shares and warrants to purchase ordinary shares in Old Summit,
automatically received the shares of Common Stock and warrants to purchase Common Stock disclosed in this Schedule 13D in exchange
for all of their prior holdings in Old Summit. No other consideration was paid by the Reporting Persons in connection with the
foregoing.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons
received shares of Common Stock and warrants to purchase Common Stock as described in Item 3 of this Schedule 13D.
Depending upon overall
market conditions, other investment opportunities available to the Reporting Persons, and the availability of Common Stock or other
securities of the Issuer at prices that would make the purchase or sale of Common Stock or other securities of the Issuer desirable,
the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase
or sale of Common Stock or other securities on the open market or in private transactions or otherwise, on such terms and at such
times as the Reporting Persons may deem advisable.
The Reporting Persons
do not have any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) -
(j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following,
any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis.
Depending on various factors including, without limitation, the Issuer’s financial position, each Trust’s investment
strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and industry conditions
and the terms and conditions of the applicable Warrant Agreements (as hereinafter defined), the Reporting Persons may in the future
take such actions with respect to their investment in the Issuer as deemed appropriate including, without limitation, engaging
in additional communications with management and the Board, engaging in discussions with stockholders of the Issuer and others
about the Issuer and each Reporting Person’s investment, making proposals to the Issuer concerning changes to the capitalization,
ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Common Stock,
selling some or all of their Common Stock, engaging in short selling of or any hedging or similar transaction with respect to the
Common Stock, or changing their intentions with respect to any and all matters referred to in Item 4.
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Item 5.
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Interest in Securities of the Issuer.
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(a)
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The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on the
Issuer’s calculation that it has 67,231,903 shares of Common Stock outstanding as of September 18, 2020. As of the close
of business on September 18, 2020, through the holding of 2,104,541 shares of Common Stock and including the exercise of warrants
to purchase 315,681 shares of Common Stock, each Trust beneficially owned approximately 3.58% of the shares of Common Stock outstanding.
As of the close of business on September 18, 2020, through the holding of warrants to purchase 489,815 shares of Common Stock and
including the exercise of such warrants, Ms. Zanganeh personally beneficially owned approximately 0.72% of the Common Stock outstanding.
Ms. Zanganeh, as sole trustee of each Trust, may be deemed to beneficially own in the aggregate 4,209,082 shares of Common Stock
and warrants to purchase 1,121,176 shares of Common Stock. Based on the foregoing, Ms. Zanganeh’s beneficial ownership would
constitute approximately 7.80% of the Common Stock outstanding.
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(b)
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Ms. Zanganeh has sole power to vote and direct the disposition of 489,815 shares of Common Stock (including
the warrant to purchase 489,815 shares of Common Stock on an as-exercised basis). By virtue of Ms. Zanganeh’s position as
the sole trustee of each Trust, she may be deemed to have the shared power to vote and direct the disposition of 5,330,258 shares
of Common Stock in the aggregate (including the warrants disclosed herein on an as-exercised basis). Each Trust may be deemed to
have the shared power to vote and direct the disposition of 2,420,222 shares of Common Stock in the aggregate (including the warrants
disclosed herein on an as-exercised basis).
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(c)
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The transactions in the Common Stock by the Reporting Persons during the past sixty days are set
forth in Schedule A and are incorporated herein by reference.
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(d)
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No person, other than the Reporting Persons, is known to have the right to receive, or the power
to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
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The terms and conditions
of the warrants to purchase 631,362 shares of Common Stock held in the aggregate by the Trusts are as set forth in the Warrant
to Purchase Common Stock included as Exhibit 99.1 herewith. The terms and conditions of the warrants to purchase 489,815 shares
of Common Stock held by Mahkam Zanganeh are as set forth in the Warrant Agreement included as Exhibit 99.2 herewith.
The foregoing description
of the Warrant to Purchase Common Stock and the Warrant Agreement (together, the “Warrant Agreements”) does
not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Agreements, included as
Exhibits 99.1 and 99.2 hereto and incorporated by reference herein.
On September 25,
2020, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on
behalf of each of them of statements on Schedule 13D, with respect to securities of the Issuer, to the extent required by applicable
law. A copy of this agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.
Other than as described
herein, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person,
with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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99.1
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Form of Warrant to Purchase Common Stock (incorporated by reference to Exhibit 4.1 of the Issuer’s
Form 8-K filed on September 18, 2020).
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99.2
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Form of Warrant Agreement (incorporated by reference to Exhibit 4.2 of the Issuer’s Form
8-K filed on September 18, 2020).
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99.3*
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Joint Filing Agreement, dated September 25, 2020, by and among Mahkam Zanganeh, Trust I and Trust
II.
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* Filed
herewith.
SIGNATURES
After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 25, 2020
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/s/ Mahkam Zanganeh
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Mahkam Zanganeh
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MAHKAM ZANGANEH REVOCABLE TRUST
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SHAUN ZANGANEH IRREVOCABLE TRUST
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By:
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/s/ Mahkam Zanganeh
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Name:
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Mahkam Zanganeh
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Title:
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Trustee
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SCHEDULE A
Transactions in the Common Stock During
the Past Sixty Days*
Type of Security
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Securities
Purchased / (Sold)
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Price Per
Share($)
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Date of
Purchase / Sale
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MAHKAM ZANGANEH REVOCABLE TRUST
Common Stock
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2,104,541
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09/18/20
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Warrants**
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315,681
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09/18/20
|
SHAUN ZANGANEH IRREVOCABLE TRUST
Common Stock
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2,104,541
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|
09/18/20
|
Warrants**
|
315,681
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|
09/18/20
|
MAHKAM ZANGANEH
Warrants***
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489,815
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09/18/20
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* Represents all securities of the Issuer issued to the Reporting
Persons in the Redomicile in exchange for all of their equity interests in Old Summit.
** Represents shares of Common Stock issuable pursuant to the warrants
governed by the terms and conditions of the Warrant to Purchase Common Stock set forth in Exhibit 99.1. The warrants are exercisable
until December 24, 2029 at a price of $1.58 per share of Common Stock.
*** Represents shares of Common Stock issuable pursuant to the warrants
governed by the terms and conditions of the Warrant Agreement set forth in Exhibit 99.2. The warrants are exercisable until June
30, 2025 at a price of $1.44 per share of Common Stock.