Leap Therapeutics, Inc. entered into a definitive merger agreement to acquire Macrocure Ltd. (NasdaqGM:MCUR) on August 29, 2016. Under the terms of the agreement, Macrocure shareholders will exchange their Macrocure shares for newly issued shares of Leap common stock. The exchange ratio will be obtained by dividing the number of shares issued by Leap by the total of outstanding shares of Macrocure and shares issued on exercise of warrants and options. In addition, existing Leap investors, including entities affiliated with HealthCare Ventures, have committed to invest an additional $10 million at the closing of the transaction. On a pro forma basis, after giving effect to the merger and the investment, Macrocure equity holders are expected collectively to own approximately 31.8%, and Leap equity holders are expected collectively to own approximately 68.2%, of the combined company, subject to certain possible adjustments based on Macrocure's net cash level at closing. Macrocure’s shareholders, who hold approximately 51% of Macrocure’s voting shares, have entered into agreements in support of the proposed transaction. Macrocure will become a wholly owned subsidiary of Leap, and Leap will become a public company. The executive team of Leap Therapeutics will remain in their positions in the combined entity that will be based out of Leap Therapeutics’ current corporate office in Cambridge, Massachusetts. The combined entity’s leadership team will consist of Christopher K. Mirabelli, who will serve as Chief Executive Officer and Chairman of the Board of Directors, Augustine Lawlor as Chief Operating Officer, and Douglas E. Onsi as Chief Financial Officer. At the closing, two Macrocure designated individuals, including Nissim Mashiach, will join Leap’s Board of Directors. The transaction is subject to Macrocure shareholder approval, the filing with the SEC of a registration statement on Form S-4 and declaration of effectiveness of the Form S-4, the obtaining of the Certificate of Merger from the Israeli Registrar of Companies, approvals under all applicable domestic or foreign antitrust Laws, filings required under the rules and regulations of The NASDAQ Stock Market, listing of the consideration shares, the net cash of Macrocure, as determined, shall not be less than $20 million, Leap shall have consummated on the closing date an equity investment of at least $10 million from funds affiliated with HealthCare Ventures or its designees against the issuance of Leap common stock and other customary closing conditions. The transaction is also conditional on the conversion of Leap notes into Leap common stock, Macrocure receiving the Section 104H Tax Ruling from the Israel Tax Authority, employment agreements remaining in full force and effect and William Li and Nissim Mashiach to be appointed to the Leap Board. The Board of Directors of Leap Therapeutics and Macrocure have unanimously approved the merger. The Board of Directors of Macrocure recommends its shareholders to approve the deal. As of December 19, 2016, the transaction was approved by the shareholders of Macrocure Ltd. The transaction is expected to close near year-end 2016. Raymond James acted as exclusive financial advisor to Macrocure Ltd. Julio E. Vega and William S. Perkins of Morgan, Lewis & Bockius LLP acted as legal advisors for Leap. Ronen Bezalel, David S. Glatt, Simcha Koevary of Meitar, Liquornik, Geva, Leshem, Tal, Law Offices and David J. Friedman, Phyllis Korff, Brian Krause and Erica Schohn of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors for Macrocure. Continental Stock Transfer & Trust Company, Inc. acted as transfer agent and registrar to Leap Therapeutics. Leap Therapeutics, Inc. completed the acquisition of Macrocure Ltd. (NasdaqGM:MCUR) for $32.2 million on January 23, 2017. Pursuant to the transaction, each holder of ordinary shares, par value NIS 0.01 per share, of Macrocure, or ordinary shares, is entitled to receive 0.1815 shares of common stock of Leap, par value $0.001 per share, or Leap common stock, per ordinary share, plus cash in lieu of a fractional share of Leap common stock based on a value of $9.90 per share of Leap common stock. NASDAQ has approved the listing of the Leap common stock, and trading in Leap common stock is expected to begin on January 24, 2017, under the trading symbol “LPTX”.