LEAP THERAPEUTICS, INC. Item 1.01. Entry into a Material Definitive Agreement.
On
Pursuant to the Merger, and subject to and upon the terms and conditions set
forth in the Merger Agreement, Leap has agreed to issue an aggregate of
approximately 19,794,373 shares of the common stock, par value
Under the terms of the Merger Agreement, the Flame 2020 Omnibus Stock Incentive Plan was cancelled and all options to purchase or acquire shares of Flame's capital stock that were outstanding and unexercised immediately prior to the First Effective Time (as defined in the Merger Agreement) ceased to represent a right to acquire shares of Flame's capital stock and were cancelled without any payment. All issued and outstanding warrants to purchase shares of Flame's capital stock were assumed by Leap and converted into warrants to purchase shares of Common Stock of Leap and warrants to purchase shares of Series X Preferred Stock of Leap on the same terms and conditions as applied to such outstanding warrants of Flame immediately prior to the First Effective Time (but with such changes provided for in the Merger Agreement to reflect such assumption and conversion).
Reference is made to the discussion of the Series X Preferred Stock in Item 5.03 of this Current Report on Form 8-K, which is incorporated into this Item 1.01 by reference.
Pursuant to the Merger Agreement, Leap has agreed to hold a stockholders' meeting (the "Special Meeting") to submit the following matters to its stockholders for their consideration: (i) the approval of the conversion of the Series X Preferred Stock into shares of Common Stock in accordance with Nasdaq Listing Rule 5635(a) (the "Conversion Proposal"); and (ii) if required, the approval of an amendment to the certificate of incorporation of Leap to authorize sufficient shares of Common Stock for the conversion of the Series X . . .
Item 2.01 Completion of Acquisition or Disposition of Assets.
On the Effective Date, Leap completed its business combination with Flame. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
Item 3.02 Unregistered Sales of
Pursuant to the Merger Agreement, Leap has agreed to issue shares of Common
Stock and Series X Preferred Stock to the Target Stockholders. Such issuances
are exempt from registration under the Securities Act of 1933, as amended (the
"Securities Act"), in reliance on Section 4(a)(2) thereof and Regulation D
promulgated thereunder. The information contained in Items 1.01, 2.01 and 5.03
of this Current Report on Form 8-K is incorporated by reference into this Item
3.02. The Securities have not been registered under the Securities Act and such
Securities may not be offered or sold in
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Appointment of Directors
Patricia Martin In accordance with the Merger Agreement, effective immediately after the
Effective Date,
Christian Richard
Indemnification Agreements
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Series X Preferred Stock
On the Effective Date, Leap filed a Certificate of Designation of Preferences,
Rights and Limitations of Series X Non-Voting Convertible Preferred Stock with
the Secretary of State of the
Holders of Series X Preferred Stock are entitled to receive dividends on shares of Series X Preferred Stock equal to, on an as-if-converted-to-Common Stock basis, and in the same form and manner as, dividends actually paid on shares of Common Stock. Except as otherwise required by law, the Series X Preferred Stock does not have voting rights. However, as long as any shares of Series X Preferred Stock are outstanding, Leap will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series X Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series X Preferred Stock, (b) alter or amend the Series X Certificate of Designation, (c) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series X Preferred Stock, (d) issue shares of Series X Preferred Stock (other than pursuant to, and in accordance with, the Merger Agreement), or increase the number of authorized shares of Series X Preferred Stock, or decrease the number of authorized shares of Series X Preferred Stock below an aggregate number of shares of Series X Preferred Stock then outstanding plus the total number of shares of Series X Preferred Stock issuable pursuant to the Merger Agreement that have not then previously been issued, (e) prior to the requisite approval of the Conversion Proposal by the stockholders of Leap, consummate a Fundamental Transaction (as defined in the Series X Certificate of Designation) or any merger or consolidation of Leap with or into another entity or any stock sale to, or other business combination in which the stockholders of Leap immediately before such transaction do not hold at least a majority of the capital stock of Leap immediately after such transaction, or (f) enter into any agreement with respect to any of the foregoing. The Series X Preferred Stock shall rank, as to distributions of assets upon liquidation, as follows: (i) senior to any class or series of capital stock of Leap created after the Effective Date specifically ranking by its terms junior to the Common Stock; (ii) on parity with the Common Stock and any other class or series of capital stock of Leap created after the Effective Date specifically ranking by its terms on parity with the Series X Preferred Stock or the Common Stock; and (iii) junior to any class or series of capital stock of Leap created after the Effective Date specifically ranking by its terms senior to the Common Stock.
Following the requisite approval of the Conversion Proposal by the stockholders
of Leap, each share of Series X Preferred Stock then outstanding shall
automatically convert into a number of shares of Common Stock equal to the
Conversion Ratio (as defined in the Series X Certificate of Designation),
subject to certain limitations, including that Leap shall not effect any
conversion of shares of Series X Preferred Stock into shares of Common Stock if,
as a result of such conversion, such holder, together with its affiliates, would
beneficially own more than 9.99% initially (such number may be adjusted at the
discretion of the holder to a number between 9.9% and 19.9%) of the total number
of shares of Common Stock issued and outstanding immediately after giving effect
to such conversion. Under the terms of the Merger Agreement, Leap has agreed to
use reasonable best efforts to call and hold the Special Meeting to obtain the
requisite approval for the conversion of all outstanding shares of Series X
Preferred Stock issued in the Merger into shares of Common Stock, as required by
the listing rules of
The foregoing description of the Series X Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Series X Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Forward Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the federal securities laws. Such statements are based upon current
plans, estimates and expectations of the management of Leap that are subject to
various risks and uncertainties that could cause actual results to differ
materially from such statements. The inclusion of forward-looking statements
should not be regarded as a representation that such plans, estimates and
expectations will be achieved. Words such as "anticipate," "expect," "project,"
"intend," "believe," "may," "will," "should," "plan," "could," "continue,"
"target," "contemplate," "estimate," "forecast," "guidance," "predict,"
"possible," "potential," "pursue," "likely," and words and terms of similar
substance used in connection with any discussion of future plans, actions or
events identify forward-looking statements. All statements, other than
historical facts, including statements regarding the expected benefits of the
merger, including estimations of anticipated cost savings and projected cash
runway; the competitive ability and position of the combined company; the
sufficiency of the combined company's cash, cash equivalents and short-term
investments to fund operations; future product development plans; stockholder
approval of the conversion rights of the Series X Non-Voting Convertible
Preferred Stock; the potential, safety, efficacy, and regulatory and clinical
progress of the combined company's product candidates, including the anticipated
timing for initiation of clinical trials and release of clinical trial data and
the expectations surrounding potential regulatory submissions, approvals and
timing thereof; and any assumptions underlying any of the foregoing, are
forward-looking statements. Important factors that could cause actual results to
differ materially from Leap's plans, estimates or expectations could include,
but are not limited to: (i) Leap's ability to successfully integrate the Flame
operations and realize the anticipated benefits of the acquisition of Flame;
(ii) whether Leap's stockholders approve the conversion of the Series X
Preferred Stock; (iii) whether Leap's cash resources will be sufficient to fund
Leap's continuing operations and the newly acquired Flame operations, including
the liabilities of Flame incurred in connection with the completion of the
Merger; (iv) whether Flame's products will advance into or through the clinical
trial process when anticipated or at all or warrant submission for regulatory
approval; (v) whether such products will receive approval from the
Item 9.01. Financial Statements and Exhibits.
(a) Financial statements of businesses or funds acquired.
Leap intends to file financial statements required by this Item 9.01(a) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.
(b) Pro forma financial information.
Leap intends to file the pro forma financial information that is required by this Item 9.01(b) under the cover of an amendment to this Current Report on Form 8-K no later than seventy-one (71) calendar days after the date on which this Form 8-K was required to be filed.
(d) Exhibits Exhibit Number Description 2.1 Agreement and Plan of Merger, datedJanuary 17, 2023 , by and amongLeap Therapeutics, Inc. ,Fire Merger Sub, Inc. ,Flame Biosciences LLC ,Flame Biosciences, Inc. , and the Stockholder Representative named therein.(1) 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series X Non-Voting Convertible Preferred Stock filed with the Secretary of State of theState of Delaware onJanuary 17, 2023 . 10.1 Support Agreement by and betweenLeap Therapeutics, Inc. andHealthCare Ventures IX L.P. , datedJanuary 17, 2023 . 10.2 Support Agreement by and betweenLeap Therapeutics, Inc. andHealthCare Ventures VIII Liquidating Trust , datedJanuary 17, 2023 . 10.3 Registration Rights Agreement, datedJanuary 17, 2023 , by and among the Company and the Holders. 10.4 Form of Indemnification Agreement (filed as Exhibit 10.10 to Amendment No. 1 to the Registrant's registration statement on Form S-4 (File No. 333-213794) as filed onNovember 2, 2016 ). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
(1) Schedules have been omitted from this filing pursuant to Item
601(b)(2) of Regulation S-K. Leap agrees to furnish supplementally a copy
of any omitted schedule to the
that Leap may request confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934 for any schedule so furnished.
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