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Item 5.02.
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Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On March 18, 2020, Leap Therapeutics, Inc.
(the “Company”) announced a series of executive leadership changes.
Resignation of Current Chief Executive
Officer
On March 17, 2020, Christopher K.
Mirabelli, Ph.D., President and Chief Executive Officer of the Company, notified the Company of his intention to resign from
his position as President and Chief Executive Officer of the Company effective April 1, 2020. Dr. Mirabelli will continue to
serve as Chairman of the Board of Directors of the Company (the “Board”) and remain as an employee leading
research and development and biomarker efforts.
Appointment of New Chief Executive
Officer and Director
On March 17, 2020, the Board appointed
Douglas E. Onsi, the Company’s Chief Financial Officer, Treasurer and Secretary, as the Company’s new President and
Chief Executive Officer effective April 1, 2020. Additionally, the Board appointed Mr. Onsi as a Class I director of the Company,
effective immediately. As a Class I director, Mr. Onsi will stand for election at the Company’s 2021 Annual Meeting of Stockholders.
In connection with this appointment,
effective April 1, 2020, Mr. Onsi’s annual base salary will be increased to $550,000, with an annual incentive
opportunity equal to 50% of base salary. On March 17, 2020, Mr. Onsi was also granted (i) stock options to purchase 500,000
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) at an exercise price
equal to the closing price of the Common Stock on March 17, 2020, which will vest in equal monthly installments over a three
year period from the date of grant and (ii) 660,606 restricted stock units that will cliff vest and will be
settled after three years of continuous service, or upon a change of control of the Company, whichever is earlier, each such
award pursuant to the Company’s 2016 Equity Incentive Plan, as amended. Further, effective April 1, 2020, Mr. Onsi’s
severance benefits will be expanded such that, if his employment were terminated by the Company without cause or by him for
good reason, he would be entitled to continue to receive his base salary and also would be entitled to receive reimbursement
of healthcare premiums through COBRA for a period of 18 months following any such termination of his employment.
The other terms of Mr. Onsi’s employment
agreement with the Company will remain unchanged from his existing executive employment agreement, which was filed as Exhibit 10.7
to the Registration Statement on Form S-4 of the Company, filed with the Securities and Exchange Commission (“SEC”)
on September 26, 2016.
A description of Mr. Onsi’s background
and experience has been previously reported in, and is incorporated by reference to, the Company’s proxy statement for the
2019 Annual Meeting of Stockholders, filed with the SEC on April 29, 2019. There are no arrangements
or understandings between Mr. Onsi and any other person pursuant to which he was appointed as President
and Chief Executive Officer and a Class I director of the Company. Mr. Onsi
has no family relationship with any director or executive officer of the Company. Further, Mr. Onsi is not a party to any
transaction requiring disclosure under Regulation S-K Item 404.
Resignation of Director
On March 17, 2020, John Littlechild notified
the Company of his resignation as a Class I director of the Company and all other positions he held as a member of any committee
of the Board, effective immediately. Mr. Littlechild’s resignation was not due to any disagreement with the Company on any
matter relating to the Company’s operations, policies or practices.
A copy of the press release announcing
the executive leadership changes set forth in Item 5.02 above is attached hereto as Exhibit 99.1.