CAMBRIDGE, Mass., Jan. 7,
2020 /PRNewswire/ -- Leap Therapeutics, Inc. (Nasdaq: LPTX), a
biotechnology company focused on developing targeted and
immuno-oncology therapeutics, today announced the closing of its
previously announced equity financing to issue 1,421,801 shares of
newly designated Series A mandatorily convertible preferred stock
to a lead institutional investor, at a price of $10.54 per share, and an aggregate of 1,137,442
shares of newly designated Series B mandatorily convertible
preferred stock to BeiGene and Perceptive Advisors, at a price of
$10.55 per share. The preferred stock
price reflects a common stock equivalent price of $1.055 per share, the closing price for Leap's
common stock on the Nasdaq Global Market on the day of pricing,
January 2, 2020 and, in the case of
the Series A mandatorily convertible preferred stock, reflects a
per share reduction equal to the exercise price of the pre-funded
warrant issued upon conversion of the Series A mandatorily
convertible preferred stock. The holder of Series A mandatorily
convertible preferred stock also received a share of a newly
designated special voting preferred stock that will entitle it to
elect one member of Leap's Board of Directors.
Upon approval by the stockholders of Leap, the Series A
mandatorily convertible preferred stock will automatically convert
into pre-funded warrants to purchase 14,218,010 shares of common
stock and the Series B mandatorily convertible preferred stock will
automatically convert into 11,374,420 shares of common stock, plus
that number of additional shares of common stock representing
payment of an 8% per annum accruing dividend on each share of
preferred stock as of the conversion date. Upon stockholder
approval and conversion of the preferred stock, the investors will
also receive warrants to purchase up to an equal number of shares
of common stock at an exercise price of $2.11 per share. The aggregate gross
proceeds to Leap from this offering are approximately $27 million, before deducting placement agent
fees and estimated offering expenses payable by Leap, and excluding
proceeds from the exercise of any warrants.
Raymond James & Associates,
Inc. was the placement agent for the equity financing.
The securities sold in the private placement have not been
registered under the Securities Act of 1933, as amended, or state
securities laws and may not be offered or sold in the United States absent registration with the
Securities and Exchange Commission (SEC) or an applicable exemption
from such registration requirements. Leap has agreed to file a
registration statement with the SEC covering the resale of the
shares of common stock issuable upon conversion of the preferred
stock and exercise of the warrants issued in the private
placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy the securities, nor shall there be
any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful prior to the registration or
qualification under the securities laws of such state.
About Leap Therapeutics
Leap Therapeutics (Nasdaq:LPTX) is focused on developing
targeted and immuno-oncology therapeutics. Leap's most advanced
clinical candidate, DKN-01, is a humanized monoclonal antibody
targeting the Dickkopf-1 (DKK1)
protein, a Wnt pathway modulator. DKN-01 is in clinical trials in
patients with esophagogastric, hepatobiliary, gynecologic, and
prostate cancers. For more information about Leap Therapeutics,
visit http://www.leaptx.com or our public filings with the SEC that
are available via EDGAR at http://www.sec.gov or via
https://investors.leaptx.com/.
FORWARD-LOOKING STATEMENTS
This press release contains forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, Section
21E of the Securities Exchange Act of 1934 and the Private
Securities Litigation Reform Act of 1995, which involve risks and
uncertainties. These statements include statements regarding
expectations with respect to the the closing of the equity
financing, receiving stockholder approval at the special meeting of
stockholders, development and advancement of DKN-01, including the
initiation, timing and design of future studies, enrollment in
future studies, potential for the receipt of future option
exercise, milestones or royalty payments from BeiGene, and other
future expectations, plans and prospects. Although Leap believes
that the expectations reflected in such forward-looking statements
are reasonable as of the date made, forward-looking statements are
subject to known and unknown risks, uncertainties and other factors
that could cause actual results to differ materially from our
expectations. Such risks and uncertainties include, but are not
limited to: the accuracy of our estimates regarding expenses,
future revenues, capital requirements and needs for financing; the
outcome, cost, and timing of our product development activities and
clinical trials; the uncertain clinical development process,
including the risk that clinical trials may not have an effective
design or generate positive results; our ability to obtain and
maintain regulatory approval of our drug product candidates; the
size and growth potential of the markets for our drug product
candidates; our ability to continue obtaining and maintaining
intellectual property protection for our drug product candidates;
and other risks. Detailed information regarding factors that may
cause actual results to differ materially will be included in Leap
Therapeutics' periodic filings with the SEC, including Leap's
Annual Report on Form 10-K for the fiscal year ended December 31, 2018, as filed with the SEC on
April 1, 2019, and Leap's Quarterly
Reports on Form 10-Q. Any forward-looking statements contained in
this release speak only as of its date. We undertake no obligation
to update any forward-looking statements contained in this release
to reflect events or circumstances occurring after its date or to
reflect the occurrence of unanticipated events.
CONTACTS:
Douglas E. Onsi
Chief Financial Officer
Leap Therapeutics, Inc.
617-714-0360
donsi@leaptx.com
Heather Savelle
Investor Relations
Argot Partners
212-600-1902
heather@argotpartners.com
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SOURCE Leap Therapeutics, Inc.