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

TL;DR

Leap Therapeutics signed a big deal and sold some stock on Oct 6th.

AI Summary

On October 6, 2025, Leap Therapeutics, Inc. entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Financial statements and exhibits were filed as part of this report.

Why It Matters

This 8-K filing indicates significant corporate activity for Leap Therapeutics, including a new material agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and regulatory risks.

Key Players & Entities

• Leap Therapeutics, Inc. (company) — Registrant
• October 6, 2025 (date) — Date of earliest event reported
• 47 Thorndike Street, Suite B1-1, Cambridge, MA 02141 (location) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 per share LPTX The NASDAQ Capital M
• $0.52064 — ommon Stock "), at an offering price of $0.52064 per share, (ii) pre-funded warrants (th
• $0.51964 — rrant Shares ") at an offering price of $0.51964 per Pre-Funded Warrant, each exercisabl
• $0.5335 — f Common Stock at the exercise price of $0.5335 per Common Warrant Share. The Private
• $58.88 m — rivate Placement were approximately USD $58.88 million, before deducting fees and expens
• $1.5 m — The Company has agreed to pay Parcrest $1.5 million, of which $1.0 million will be pa
• $1.0 million — to pay Parcrest $1.5 million, of which $1.0 million will be paid in cash and the remainder

Filing Documents

• tm2528058d2_8k.htm (8-K) — 47KB
• tm2528058d2_ex4-1.htm (EX-4.1) — 98KB
• tm2528058d2_ex4-2.htm (EX-4.2) — 93KB
• tm2528058d2_ex10-1.htm (EX-10.1) — 308KB
• tm2528058d2_ex10-2.htm (EX-10.2) — 149KB
• tm2528058d2_ex10-3.htm (EX-10.3) — 25KB
• tm2528058d2_ex99-1.htm (EX-99.1) — 13KB
• tm2528058d2_ex99-1img001.jpg (GRAPHIC) — 12KB
• 0001104659-25-098082.txt ( ) — 1092KB
• lptx-20251006.xsd (EX-101.SCH) — 3KB
• lptx-20251006_lab.xml (EX-101.LAB) — 33KB
• lptx-20251006_pre.xml (EX-101.PRE) — 22KB
• tm2528058d2_8k_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Securities Purchase Agreement On October 6, 2025, Leap Therapeutics, Inc., a Delaware corporation (the " Company "), entered into a Securities Purchase Agreement (the " Securities Purchase Agreement ") with the investors named therein (the " Purchasers "), for the private placement (the " Private Placement ") of (i) an aggregate of 15,212,311 shares (the " Shares ") of common stock of the Company, par value $0.001 per share (the " Common Stock "), at an offering price of $0.52064 per share, (ii) pre-funded warrants (the " Pre-Funded Warrants ") to purchase up to an aggregate of 80,768,504 shares of Common Stock (the " Pre-Funded Warrant Shares ") at an offering price of $0.51964 per Pre-Funded Warrant, each exercisable for one share of Common Stock at the exercise price of $0.001 per Pre-Funded Warrant Share, and (iii) common warrants (the " Common Warrants " and together with the Shares and Pre-Funded Warrants, the " Securities ") to purchase up to an aggregate of 71,985,605 shares of Common Stock (the " Common Warrant Shares "), each exercisable for one share of Common Stock at the exercise price of $0.5335 per Common Warrant Share. The Private Placement closed on October 8, 2025 (the " Closing Date "). The aggregate gross proceeds of the Private Placement were approximately USD $58.88 million, before deducting fees and expenses. The Common Warrants are exercisable in cash or by means of a cashless exercise. They will expire on the tenth anniversary of their date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of each Common Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Common Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediatel

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 is hereby incorporated by reference into this Item 3.02. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On October 9, 2025, the Company issued a press release announcing the Closing of the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, is deemed to have been furnished and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes forward-looking generally can be identified by the use of words such as "anticipate," "expect," "plan," "could," "may," "will," "believe," "estimate," "forecast," "goal," "project," and other words of similar meaning. These forward-looking statements address various matters including statements relating to the anticipated benefits and timing of the completion of the Private Placement and related transactions, the intended use of proceeds from the Private Placement, the assets to be held by the Company, the expected future market, price and liquidity of the digital assets the Company acquires, the macro and political conditions surrounding digital assets, the Company's plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and the expected financial impacts of the proposed transactions described herein. Each forward-looking statement contained in this Current Report on Form 8-K (and the associated exhibits attached hereto) is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk that the Private Placement may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the transactions and the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company's operations and business, including the highly volatile nature of the price of cryptocurrencies; the risk that the price of

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. Date: October 9, 2025 /s/ Douglas E. Onsi Douglas E. Onsi President & CEO

View Full Filing

View this 8-K filing on SEC EDGAR