Leap Therapeutics Seeks Shareholder Nod for Reverse Split, Digital Asset Strategy

TL;DR

**CYPH is making a Hail Mary with a massive reverse split and a crypto pivot; buckle up, this is going to be volatile.**

AI Summary

LEAP THERAPEUTICS, INC. (CYPH) is holding a Special Meeting on December 15, 2025, to approve several critical proposals following a private placement transaction that raised $58,888,888. This financing included the sale of 15,212,311 shares of common stock, pre-funded warrants for 80,768,504 shares, and common warrants for 71,985,605 shares. The company plans to leverage Winklevoss Treasury Investments, LLC's expertise for a digital asset treasury strategy while continuing development of therapeutic programs like FL-501 and sirexatamab. Key proposals include increasing authorized shares from 250,000,000 to 500,000,000, a reverse stock split between 1:5 and 1:20 to regain Nasdaq compliance, and approval to issue shares exceeding 19.99% of outstanding common stock from the private placement warrants, which could be deemed a 'change of control' under Nasdaq rules. The Board unanimously recommends voting 'FOR' all proposals.

Why It Matters

This DEF 14A filing reveals Leap Therapeutics' aggressive strategy to shore up its balance sheet and maintain Nasdaq listing, which is crucial for investor confidence and liquidity. The proposed reverse stock split, ranging from 1:5 to 1:20, directly impacts existing shareholders by reducing share count and potentially increasing per-share price, but also signals underlying issues with its current valuation. The pivot to a 'digital asset treasury strategy' with Winklevoss Capital introduces a speculative element, potentially diversifying its risk profile beyond traditional biotech but also exposing it to cryptocurrency volatility. This move could differentiate Leap from biotech peers but also raises questions about its core focus and competitive positioning in the pharmaceutical sector.

Risk Assessment

Risk Level: high — The company is proposing a reverse stock split in a range of 1:5 to 1:20 to regain Nasdaq compliance, indicating a significant risk of delisting due to low share price. Furthermore, the plan to implement a 'digital asset treasury strategy' introduces substantial exposure to the highly volatile cryptocurrency market, a significant departure from its core biotech operations, as explicitly stated in the filing's cautionary statements regarding 'the highly volatile nature of the price of cryptocurrencies'.

Analyst Insight

Investors should carefully evaluate the implications of the proposed reverse stock split on their holdings and the speculative nature of the digital asset treasury strategy. Consider the potential for further dilution from warrant exercises and the inherent volatility of a biotech company venturing into cryptocurrency. Due diligence on the long-term viability of its therapeutic pipeline, FL-501 and sirexatamab, remains crucial.

Key Numbers

• $58,888,888 — Aggregate gross proceeds (From the Financing Transaction before deducting fees and transaction costs)
• 15,212,311 — Shares of common stock sold (In the Financing Transaction)
• 80,768,504 — Pre-funded warrants shares (To purchase common stock in the Financing Transaction)
• 71,985,605 — Common warrants shares (To purchase common stock at an exercise price of $0.5335 per share)
• 250,000,000 — Current authorized shares (Proposed to increase to 500,000,000)
• 500,000,000 — Proposed authorized shares (Increase from 250,000,000)
• 1:5 — Minimum reverse stock split ratio (To regain Nasdaq compliance)
• 1:20 — Maximum reverse stock split ratio (To regain Nasdaq compliance)
• 19.99% — Nasdaq Listing Rule 5635 threshold (Proposed issuance of shares upon warrant exercise exceeds this threshold)
• 56,651,840 — Shares of Common Stock outstanding (As of the Record Date, October 24, 2025)

Key Players & Entities

• LEAP THERAPEUTICS, INC. (company) — Registrant
• Winklevoss Treasury Investments, LLC (company) — Lead Investor in private placement
• Christopher K. Mirabelli (person) — Chairman of the Board of Directors
• Douglas E. Onsi (person) — Chief Executive Officer and President
• Nasdaq (regulator) — Listing requirements
• Securities and Exchange Commission (regulator) — Filing oversight
• FL-501 (company) — Therapeutic program
• sirexatamab (company) — Therapeutic program

FAQ

Risk Factors

• Nasdaq Compliance and Shareholder Approval [high — regulatory]: The company needs shareholder approval to increase authorized shares and implement a reverse stock split to regain compliance with Nasdaq listing rules. Failure to secure these approvals could lead to delisting.
• Dilution from Private Placement Warrants [high — financial]: The exercise of pre-funded warrants and common warrants from the recent $58,888,888 private placement could significantly dilute existing shareholders. The issuance of shares exceeding 19.99% of outstanding stock upon warrant exercise requires specific shareholder approval due to Nasdaq rules.
• Dependence on Therapeutic Program Success [high — operational]: Leap Therapeutics' future success is heavily reliant on the clinical development and potential commercialization of its therapeutic programs, such as FL-501 and sirexatamab. Clinical trial failures or delays could severely impact the company's valuation and prospects.
• Cash Burn and Future Financing Needs [medium — financial]: While the recent private placement raised $58,888,888, the company's ongoing research and development activities will continue to consume capital. Future financing may be required, potentially at unfavorable terms or with further dilution.
• Digital Asset Treasury Strategy Risks [medium — market]: Engaging Winklevoss Treasury Investments, LLC for a digital asset treasury strategy introduces new risks associated with the volatility and regulatory landscape of digital assets. The success of this strategy is not guaranteed.

Industry Context

Leap Therapeutics operates in the highly competitive biotechnology sector, focusing on developing novel oncology therapeutics. The industry is characterized by long development cycles, significant R&D investment, and high failure rates. Success often hinges on the ability to navigate complex clinical trials and secure regulatory approvals, as well as manage substantial capital requirements.

Regulatory Implications

The company faces significant regulatory hurdles related to Nasdaq listing compliance. Failure to pass the proposed reverse stock split and share authorization increases could result in delisting, impacting liquidity and investor confidence. Additionally, the company's therapeutic programs are subject to rigorous FDA review processes.

What Investors Should Do

1. Vote 'FOR' all proposals at the Special Meeting.
2. Review the potential dilution from warrant exercises.
3. Assess the risks associated with the digital asset treasury strategy.

Key Dates

• 2025-12-15: Special Meeting of Stockholders — Stockholders will vote on critical proposals including increasing authorized shares, a reverse stock split, and approval for share issuance exceeding 19.99% from private placement warrants.
• 2025-10-24: Record Date for Special Meeting — Establishes the list of shareholders entitled to vote at the Special Meeting.

Glossary

DEF 14A

A proxy statement filed with the SEC by companies that are soliciting shareholder votes for an annual or special meeting. (This document contains the information and proposals that Leap Therapeutics' shareholders will vote on at the Special Meeting.)

Private Placement

A sale of securities directly to a select group of investors, rather than through a public offering. (Leap Therapeutics recently completed a private placement raising $58,888,888, which is a key event leading to the proposals in this proxy statement.)

Pre-funded Warrants

A type of warrant that allows the holder to purchase shares at a nominal price, effectively representing immediate ownership of the underlying shares. (A significant number of pre-funded warrants were issued in the private placement, impacting the company's share structure and potential dilution.)

Reverse Stock Split

A corporate action where a company reduces the total number of its outstanding shares by consolidating them. (Leap Therapeutics is proposing a reverse stock split (between 1:5 and 1:20) to regain compliance with Nasdaq's minimum bid price requirement.)

Nasdaq Listing Rule 5635

A Nasdaq rule that generally requires shareholder approval for the issuance of securities that could result in a change of control or the issuance of stock exceeding 20% of the outstanding common stock. (The company needs approval to issue shares from warrants that would exceed the 19.99% threshold, as this could trigger the rule.)

Year-Over-Year Comparison

This filing indicates a significant capital raise of $58,888,888 through a private placement, which is a key development since the last filing. The company is actively seeking shareholder approval for measures to ensure Nasdaq compliance, including a reverse stock split and increased authorized shares, suggesting potential prior struggles with stock price or share structure. The focus on therapeutic programs like FL-501 and sirexatamab remains, but the new emphasis on a digital asset treasury strategy represents a new direction.

Key Financial Figures

• $0.5335 — of common stock at an exercise price of $0.5335 per share (the "Common Warrants"), for
• $58,888,888 b — regate gross proceeds to the Company of $58,888,888 before deducting fees and transaction cos
• $0.001 — 0) shall be designated as common stock, $0.001 par value per share ("Common Stock") an

Filing Documents

• tm2528966-2_def14a.htm (DEF 14A) — 1179KB
• bc_netloss-4c.jpg (GRAPHIC) — 50KB
• bc_share-4c.jpg (GRAPHIC) — 55KB
• lg_leaptherapeu-4c.jpg (GRAPHIC) — 27KB
• px_25leapproxy01pg01-bw.jpg (GRAPHIC) — 311KB
• px_25leapproxy01pg02-bw.jpg (GRAPHIC) — 290KB
• sg_christhopermirabelli-bw.jpg (GRAPHIC) — 6KB
• sg_douglaseonsi-bw.jpg (GRAPHIC) — 7KB
• 0001104659-25-105309.txt ( ) — 2146KB

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 39 EQUITY COMPENSATION PLAN INFORMATION 51 DIRECTOR COMPENSATION 51

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 54 GENERAL MATTERS 57 ANNEX A A-1 ANNEX B B-1 ANNEX C C-1 i TABLE OF CONTENTS Leap Therapeutics, Inc. 47 Thorndike Street, Suite B1-1 Cambridge, MA 02141 PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 15, 2025 This proxy statement is being furnished in connection with the solicitation of proxies by our Board of Directors (the "Board") for use at the Special Meeting of Stockholders of Leap Therapeutics, Inc., (the "Special Meeting") to be held virtually via the Internet at https://www.cstproxy.com/leaptx/sm2025 on December 15, 2025 at 11 a.m., Eastern Time, and at any adjournment or postponement thereof. We will hold the Special Meeting in a virtual format only, via the Internet, with no physical in-person meeting. Our stockholders will be able to attend, vote, and submit questions at the Special Meeting by visiting https://www.cstproxy.com/leaptx/sm2025. Further information about how to attend the Special Meeting online, vote your shares online during the meeting and submit questions during the meeting is included in this proxy statement. As always, we encourage you to vote your shares in advance of the Special Meeting. You are entitled to vote if you are a stockholder of record as of the close of business on October 24, 2025. As used in this proxy statement, the terms "Leap," "we," "us," and "our" mean Leap Therapeutics, Inc. unless the context indicates otherwise. All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Special Meeting of Stockholders. 1 TABLE OF CONTENTS CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS This proxy statement, and the documents incorporated by reference into this proxy statement, contains forward-looking statements within the meaning of S

View Full Filing

View this DEF 14A filing on SEC EDGAR