Leap Therapeutics Files 8-K: Material Agreement & Equity Sales

Ticker: CYPH · Form: 8-K · Filed: Apr 11, 2024 · CIK: 1509745

Leap Therapeutics, INC. 8-K Filing Summary
FieldDetail
CompanyLeap Therapeutics, INC. (CYPH)
Form Type8-K
Filed DateApr 11, 2024
Risk Levelmedium
Pages5
Reading Time6 min
Key Dollar Amounts$0.001, $2, $2.819, $40 million
Sentimentneutral

Sentiment: neutral

Topics: material-agreement, equity-sale, filing

TL;DR

Leap Therapeutics signed a big deal and sold some stock.

AI Summary

On April 10, 2024, Leap Therapeutics, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and other events. This filing includes financial statements and exhibits.

Why It Matters

This filing indicates significant corporate activity, including a material definitive agreement and equity transactions, which could impact the company's financial position and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and regulatory risks.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by Leap Therapeutics?

The filing states that Leap Therapeutics, Inc. entered into a material definitive agreement on April 10, 2024, but the specific terms and counterparty are not detailed in this document.

What type of equity securities were sold by Leap Therapeutics?

The filing reports on unregistered sales of equity securities, but the specific type and amount of securities are not disclosed in this summary.

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on April 10, 2024.

In which state is Leap Therapeutics incorporated?

Leap Therapeutics, Inc. is incorporated in Delaware.

What is Leap Therapeutics' principal executive office address?

Leap Therapeutics, Inc.'s principal executive offices are located at 47 Thorndike Street, Suite B1-1, Cambridge, MA 02141.

Filing Stats: 1,559 words · 6 min read · ~5 pages · Grade level 12.9 · Accepted 2024-04-11 08:42:22

Key Financial Figures

Filing Documents

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Securities Purchase Agreement On April 10, 2024, Leap Therapeutics, Inc. (the "Company") entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain institutional investors (collectively, the "Purchasers," and each, a "Purchaser") providing for a private placement exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to which the Company expects to issue and sell to the Purchasers an aggregate of (a) 12,660,993 shares (the "Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a purchase price per Share equal to $2.82, and (b) pre-funded warrants, in the form attached to the Securities Purchase Agreement as Exhibit B (the "Pre-Funded Warrants"), to purchase 1,523,404 shares of Common Stock (such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants, the "Warrant Shares"), at a purchase price per Pre-Funded Warrant equal to (i) $2.819 (which is equal to the price per share for the Shares less the $0.001 exercise price per Warrant Share) multiplied by (ii) the number of Pre-Funded Warrant Shares underlying such Pre-Funded Warrant, for aggregate gross proceeds to the Company of approximately $40 million (the "Transaction"). The Transaction is expected to close on April 15, 2024, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the Transaction to fund the continued development of its lead monoclonal antibody program, DKN-01, by expanding the randomized controlled Part B of the DeFianCe Study in patients with second-line colorectal cancer from 130 to 180 patients, by enabling data to mature in the randomized controlled Part C of the DisTinGuish study in patients with first-line gastric cancer, and by manufacturing clinical trial material to permit Phase 3 readiness, and for working capital and general c

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. The information contained in Item 1.01 of this Current Report on Form 8-K related to the Shares, the Pre-Funded Warrants, and the Warrant Shares issuable upon the exercise of the Pre-Funded Warrants is incorporated herein by reference.

01. Other Events

Item 8.01. Other Events. On April 11, 2024, the Company issued a press release announcing the Transaction. A copy of the press release is filed as Exhibit 99.1 hereto, and is incorporated herein by reference. On April 11, 2024, the Company posted an updated corporate presentation on its website, www.leaptx.com. A copy of the corporate presentation is filed as Exhibit 99.2 hereto, and is incorporated herein by reference. The information contained on, or that can be accessed from, the Company's website is not incorporated into, and does not constitute a part of, this Current Report on Form 8-K. Cautions About Forward-Looking Statements This Current Report on Form 8-K contains forward looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, and that involve risks and uncertainties, including statements regarding the expected gross proceeds from the Transaction, the expected use of proceeds from the Transaction, the expected timing of the closing of the Transaction, the prospect that the Pre-Funded Warrants will be exercised, and other statements identified by words such as "could," "expects," "intends," "may," "plans," "potential," "should," "will," "would," or similar expressions and the negatives of those terms. Forward-looking statements are not promises or guarantees of future performance, and are materially from those contemplated in such forward-looking statements, including, but not limited to, the risks as may be detailed from time to time in our Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other reports we file with the SEC. Our actual results could differ materially from the results described in or implied by such forward-looking statements. Forward-looking statements speak only as of the date hereof, and, except as

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 4.1 Form of Pre-Funded Warrant 10.1 Form of Securities Purchase Agreement by and among the Company and the purchasers named therein 99.1 Press Release dated April 11, 2024 99.2 Corporate Presentation 104 Cover Page Interactive Data File (Embedded within the Inline XBRL document.)

SIGNATURES

SIGNATURES 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. LEAP THERAPEUTICS, INC. Dated: April 11, 2024 By: /s/ Douglas E. Onsi Name: Douglas E. Onsi Title: Chief Executive Officer and President

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