Current Report Filing (8-k)
September 10 2020 - 5:21PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
September 9, 2020
Leap Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-37990
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27-4412575
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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47 Thorndike Street, Suite B1-1
Cambridge, MA
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02141
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (617) 714-0360
N/A
(Former name or former address,
if changed since last report)
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Check the appropriate box below if the Form 8-K is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol(s)
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Name of each e]xchange on which
registered
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Common Stock, par value $0.001
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LPTX
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Nasdaq Global Market
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company x
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On September 9, 2020, Leap
Therapeutics, Inc. (the “Company”) filed with the Delaware Secretary of State: (i) a Certificate of
Elimination of the Series A Mandatorily Convertible Cumulative Non-Voting Perpetual Preferred Stock of the Company (the
“Series A Preferred Stock”), and (ii) a Certificate of Elimination of the Series B Mandatorily
Convertible Cumulative Non-Voting Perpetual Preferred Stock of the Company (the “Series B Preferred Stock”).
No shares of the Series A Preferred Stock or Series B Preferred Stock were outstanding at the time of the filing of
the Certificate of Elimination of the Series A Preferred Stock and Certificate of Elimination of the Series B Preferred Stock,
respectively.
Further, on September 10, 2020, the
Company filed with the Delaware Secretary of State a Fourth Amended and Restated Certificate of Incorporation to reflect the elimination
of the Series A Preferred Stock and Series B Preferred Stock described above.
Copies of the Fourth Amended and Restated
Certificate of Incorporation and the Certificates of Elimination are attached hereto as Exhibits 3.1-3.3, and incorporated herein
by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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.
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LEAP THERAPEUTICS, INC.
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Dated: September 10, 2020
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By:
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/s/ Douglas E. Onsi
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Name:
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Douglas E. Onsi
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Title:
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Chief Executive Officer and President
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