LEAP THERAPEUTICS, INC. Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On
Subject to approval by the Company's stockholders, the Series A Preferred Stock
will be automatically converted into (i) pre-funded warrants (the "Pre-Funded
Warrants") to purchase 14,218,010 shares of the Company's Common Stock, par
value
The conversion of the Series A Preferred Stock, the Series B Preferred Stock and the issuance of the Pre-Funded Warrants, the Series A Coverage Warrants, the Series B Coverage Warrants and the Common Stock is subject to the approval of the stockholders of the Company (the "Required Stockholder Approval"). Pursuant to the terms of the Securities Purchase Agreement, the Company will call a meeting of its stockholders within ninety (90) days following the closing of the Transaction, to vote on the following proposals: (i) to approve an increase in the number of shares of Common Stock that the Company is authorized to issue from one hundred ten million (110,000,000) shares to two hundred fifty million (250,000,000) shares; and (ii) to approve (1) the issuance of Common Stock and Pre-Funded Warrants, as applicable, upon the conversion of the Series A Preferred Stock and Series B Preferred Stock, as applicable, (2) the issuance of the Series A Coverage Warrants and Series B Coverage Warrants upon the conversion of the Series A Preferred Stock and Series B Preferred Stock, as applicable, and (3) the issuance of Common Stock upon the exercise of the Pre-Funded Warrants and the Series A Coverage Warrants and Series B Coverage Warrants, in each case for purposes of Rule 5635 of the Nasdaq Stock Market Rules (collectively, the "Stockholder Proposals").
The foregoing description of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, which is filed herewith as Exhibit 10.1 and incorporated herein by reference. The foregoing description of the Pre-Funded Warrants, Series A Coverage Warrants and Series B Coverage Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Pre-Funded Warrants, Series A Coverage Warrants and Series B Coverage Warrants, which is filed herewith as Exhibits 4.1, 4.2 and 4.3, respectively, and incorporated herein by reference.
The representations, warranties and covenants contained in the Securities
Purchase Agreement were made solely for the benefit of the parties to the
Securities Purchase Agreement and may be subject to limitations agreed upon by
the contracting parties. Accordingly, the Securities Purchase Agreement is
incorporated herein by reference only to provide investors with information
regarding the terms of the Securities Purchase Agreement and not to provide
investors with any other factual information regarding the Company or its
business, and should be read in conjunction with the disclosures in the
Company's periodic reports and other filings with the
Voting Agreement
Concurrently with the execution of the Securities Purchase Agreement, the Company entered into voting agreements (each, a "Voting Agreement") with several of its existing stockholders, pursuant to which each stockholder agreed, in any annual, special or adjourned meeting of the stockholders of the Company at which the Stockholder Proposals are presented to the Company's stockholders for approval, that it will vote, by proxy or otherwise, all of its shares of voting capital stock of the Company (i) in favor of the Stockholder Proposals and such other matters as may be necessary or advisable to consummate the Transactions, and (ii) against the approval or adoption of any proposal made in opposition to, . . .
Items 3.02 Unregistered Sales of
The information provided in Item 1.01 of this Form 8-K with respect to the Transaction and the Securities Purchase Agreement is incorporated by reference into this Item 3.02.
The securities issued and sold in connection with the Transaction are being
offered pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"), and Rule 506(b) of Regulation D ("Regulation D") as
promulgated by the
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
The rights, preferences and privileges of the Series A Preferred Stock are set
forth in the Series A Preferred Stock Certificate of Designation. Upon obtaining
the Required Stockholder Approval, each share of Series A Preferred Stock is
automatically converted into (i) a Pre-Funded Warrant to purchase a number of
shares of Common Stock equal to (x) the sum of the Liquidation Preference and
all accrued and unpaid dividends on all shares of Series A Preferred Stock held
by such holder; divided by (y)
On
The rights, preferences and privileges of the Series B Preferred Stock are set
forth in the Series B Preferred Stock Certificate of Designation. Upon obtaining
the Required Stockholder Approval, each share of Series B Preferred Stock is
automatically converted into (i) a number of shares of Common Stock equal to (x)
the sum of the Liquidation Preference (as defined in the Series B Preferred
Stock Certificate of Designation) and all accrued and unpaid dividends on all
shares of Series B Preferred Stock held by such holder; divided by (y)
On
The rights, preferences and privileges of the Special Voting Stock are set forth
in the Special Voting Stock Certificate of Designation. At any time when the
holder of the Special Voting Stock, together with all of its affiliates and
associates holds at least 5% of the then outstanding shares of Common Stock, the
holder of the Special Voting Stock shall be entitled to designate one (1)
individual as a director on the Board of Directors of the Company. Upon any
liquidation, dissolution or winding up of the Company, the holder of the Special
Voting Stock shall be entitled to receive, prior and in preference to any
distribution to the holders of Common Stock, an amount equal to
The foregoing description of the Series A Preferred Stock Certificate of Designation, Series B Preferred Stock Certificate of Designation and Special Voting Stock Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, each of which is filed herewith as Exhibits 3.1, 3.2 and 3.3, respectively, and incorporated herein by reference.
Item 8.01. Other Events.
On
As previously disclosed, on
On
On
There can be no assurance that the Company will be successful in implementing its plan to regain compliance with the Minimum Equity Requirement, or will otherwise be in compliance with other Nasdaq Listing Rules.
Cautions About Forward-Looking Statements
This report contains forward-looking statements, including statements about the terms, timing, completion and effects of the Transactions contemplated by the Securities Purchase Agreement and the Required Stockholder Approval. The Company may not be able to complete the Transactions contemplated by the Securities Purchase Agreement on the terms described herein or other acceptable terms or at all because of a number of factors, including the failure to obtain the Required Stockholder Approval for the Stockholder Proposals.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Certificate of Designation of Series A Mandatorily Convertible
Cumulative Non-Voting Perpetual Preferred Stock of the Company.
3.2 Certificate of Designation of Series B Mandatorily Convertible
Cumulative Non-Voting Perpetual Preferred Stock of the Company.
3.3 Certificate of Designation of Special Voting Stock of the
Company.
4.1 Form of Pre-Funded Warrant.
4.2 Form of Series A Coverage Warrant.
4.3 Form of Series B Coverage Warrant.
10.1 Securities Purchase Agreement, dated January 3, 2020 , by and among
the Company and the institutional investors named therein.
10.2 Placement Agency Agreement, dated January 3, 2020 , by and between
the Company and Raymond James & Associates, Inc.
10.3 Form of Voting Agreement.
10.4 Registration Rights Agreement dated as of January 3, 2020 , by and
between the Company and the persons listed on the attached
Schedule A thereto.
10.5 Registration Rights Agreement dated as of January 3, 2020 , by and
between the Company and the persons listed on the attached
Schedule A thereto.
99.1 Press Release of the Company, dated January 7, 2020 .© Edgar Online, source
