|
Item 1.01.
|
Entry
into a Material Definitive Agreement.
|
On June 18, 2020, Leap Therapeutics, Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Piper Sandler
& Co. and Raymond James & Associates, Inc., as representatives of the underwriters listed therein (the “Underwriters”),
relating to the issuance and sale in an underwritten public offering (the “Offering”) by the Company of (a) 20,250,000
shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a public offering
price of $2.00 per share, and (b) pre-funded warrants to purchase 2,250,000 shares of Common Stock at a public offering price
of $1.999 per pre-funded warrant (the “Pre-Funded Warrants”). Pursuant to the Underwriting Agreement, the Company
also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 3,375,000 shares of Common Stock,
at a public offering price of $2.00 per share, less underwriting discounts and commissions (the “Underwriters’ Option”).
The net proceeds to the Company from the Offering are expected to be $41,797,750, after deducting underwriting discounts and commissions
and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of the Underwriters’ Option.
The transactions contemplated by the Underwriting Agreement are expected to close on June 22, 2020, subject to the satisfaction
of customary closing conditions.
The Company intends to use the net proceeds from the offering
for general corporate purposes, which may include, without limitation, funding clinical trials of DKN-01, manufacturing of clinical
trial material, working capital, and general and administrative expenses.
The Underwriting Agreement contains customary representations,
warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations
of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement
were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement,
and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the Underwriting Agreement.
As part of the Underwriting Agreement, subject to certain exceptions,
certain of the Company’s officers and directors agreed not to sell or otherwise dispose of any of the Common Stock held by
them for a period beginning on the date of execution of the Underwriting Agreement and ending 90 days after the date of the final
prospectus supplement to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the Offering
pursuant to Rule 424(b) under the Securities Act without first obtaining the written consent of Piper Sandler & Co.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety
by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.
The Pre-Funded Warrants have an
exercise price of $0.001 per share, which is subject to adjustment in the event of certain stock dividends and distributions,
stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any
distributions for no consideration of assets to the Company's stockholders. Each Pre-Funded Warrant is exercisable at any
time and from time to time after issuance. In the event of certain
corporate transactions, the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded
Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised
the Pre-Funded Warrants immediately prior to such transaction. The Pre-Funded Warrants do not contain voting rights or any of
the other rights or privileges as a holder of Common Stock. The foregoing summary of the Pre-Funded Warrants does not purport
to be complete and is subject to, and qualified in its entirety by, the form of Pre-Funded Warrant, which is filed herewith
as Exhibit 4.1 and incorporated herein by reference.
The Common Stock and the Pre-Funded Warrants
being offered and sold, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, have been registered
under the Securities Act pursuant to the Company’s effective shelf registration statement on Form S-3 and an accompanying
prospectus (Registration Statement No. 333-223419) filed with the SEC on March 2, 2018 and declared effective by the
SEC on March 16, 2018 as supplemented by a preliminary prospectus supplement filed with the SEC on June 17, 2020 and a final
prospectus supplement to be filed with the SEC pursuant to Rule 424(b) under the Securities Act. A copy of the opinion
of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the shares of Common Stock, the Pre-Funded
Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants in the Offering is attached as
Exhibit 5.1 hereto.