SCHEDULE 13D
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CUSIP No. 52187K 101
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Page 9 of 11
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Reference is hereby made to the statements on Schedule 13D originally filed with the Securities and Exchange Commission on
February 15, 2019, (the Schedule 13D) which is incorporated by reference.
This Amendment No. 1 to Schedule 13D relates to the
shares of Common Stock, par value $0.001 per share (the Common Stock), of Leap Therapeutics, Inc., a Delaware corporation (the Issuer).
The Reporting Persons are filing this Amendment No. 1 to report a decrease in the percentage of the class beneficially owned by the Reporting Persons due
to the sale of shares of Common Stock in the open market by certain of the Reporting Person(s) and an increase in the aggregate number of outstanding shares of Common Stock of the Issuer.
Pursuant to this Amendment No. 1 to Schedule 13D, Item 5 of Schedule 13D is hereby amended as follows:
Item 5. Interest in Securities of the Issuer.
The information contained on the cover pages of this Schedule 13D and the information set forth or incorporated in Items 3, 4 and 6 is hereby
incorporated by reference in its entirety into this Item 5.
(a) and (b)
Ownership percentages set forth in this Schedule 13D are based upon a total of 24,194,877 shares of Common Stock of the Issuer issued and
outstanding as of the close of business on November 12, 2019, as reported by the Issuer on its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, as filed with the Securities and
Exchange Commission on November 14, 2019.
Valence Helix Investments III, LLC
Valence Helix Investments III, LLC directly holds 780,346 shares of Common Stock, which is less than the 1,125,714 shares of Common Stock it
held when the Schedule 13D was filed. Valence Helix Investments III, LLC sold shares of Common Stock in the open market at prices ranging from $1.42 to $2.40 per share during the period from July 29, 2019 until January 10, 2020. Valence
Helix Investments III, LLC continues to hold warrants to purchase 1,125,714 shares of Common Stock. Pursuant to Rule 13d-3 under the Act, Valence Helix Investments III, LLC may be deemed the beneficial owner
of 2,201,130 shares of Common Stock. Valence Helix Investments III, LLC disclaims beneficial ownership of said shares except to the extent of its pecuniary interest therein.
Valence Helix Investments, LLC
The direct holdings of Valence Helix Investments, LLC have not changed since the Schedule 13D was filed. Pursuant to Rule 13d-3 under the Act, Valence Helix Investments, LLC may be deemed the beneficial owner of 2,201,130 shares of Common Stock. Valence Helix Investments, LLC disclaims beneficial ownership of said shares except to the
extent of its pecuniary interest therein.
Eric Roberts
Roberts directly owns 82,390 shares of Common Stock. This is an increase as compared with the 51,930 shares of Common Stock directly owned by
Roberts when the Schedule 13D was filed. Roberts purchased the additional shares of Common Stock in the open market at prices ranging from $0.75 to $1.08 per share during the period from September 30, 2019 to November 14, 2019. Roberts
disclaims beneficial ownership of the securities held by Valence III and Valence I except to the extent of his pecuniary interest therein.
Crooke/Leheny/Sawyer/Zaytsev
Each
of Crooke, Leheny, Sawyer, and Zaytsev, along with Roberts, is a manager of Valence III and Valence I, and may have ability to direct the management and the business of Valence III and Valence I, including the power to vote and dispose of the
securities held by Valence III and Valence I. Each such Reporting Person may, therefore, be deemed to beneficially own a total of 2,201,130 shares of Common Stock. Each such Reporting Person disclaims beneficial ownership of said shares except to
the extent of his or her pecuniary interest therein.
(c) Except for the transaction described herein, there have been no other transactions in the
securities of the Issuer effected by any Reporting Person within the last 60 days.