As filed with the Securities and
Exchange Commission on January 26, 2024
Registration
No. 333- __________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
Leap Therapeutics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
27-4412575 |
|
(State or other jurisdiction of
incorporation or organization) |
|
(IRS Employer
Identification No.) |
47 Thorndike Street
Suite B1-1
Cambridge, MA 02141
Telephone: (617) 714-0360
(Address of principal executive offices) (Zip Code)
Leap Therapeutics, Inc.
2016 Equity Incentive Plan
(Full title of the Plan)
Douglas E. Onsi
Chief Executive Officer and President
Leap Therapeutics, Inc.
47 Thorndike Street, Suite B1-1
Cambridge, MA 02141
(Name and address of agent for service)
(617) 714-0360
(Telephone number, including area code, of agent
for service)
Copy to:
Julio E. Vega, Esq.
Morgan, Lewis & Bockius LLP
One Federal Street
Boston, MA 02110
(617) 951-8000
Indicate by check mark whether the Registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer |
¨ |
|
|
Accelerated filer |
¨ |
| |
|
|
|
|
| Non-accelerated filer |
x |
|
|
Smaller reporting company |
x |
| |
|
|
|
Emerging growth company |
¨ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities
Act. ¨
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement
on Form S-8, relating to the Leap Therapeutics, Inc. 2016 Equity Incentive Plan, is being filed for the purpose of registering
additional securities of the same class as other securities for which a Registration Statement on Form S-8 has previously been filed
and is effective. Pursuant to General Instruction E to Form S-8, except as otherwise set forth below, this Registration Statement
incorporates by reference the contents of the following Registration Statements on Form S-8 previously filed by the Registrant with
the Securities and Exchange Commission (the “Commission”):
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Exhibit Number | Exhibit |
| | |
| 4.1 | Fourth Amended
and Restated Certificate of Incorporation of Leap Therapeutics, Inc. (incorporated by
reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K as filed
on September 10, 2020). |
| 4.2 | Certificate
of Amendment to the Fourth Amended and Restated Certificate of Incorporation of Leap Therapeutics, Inc.
dated June 20, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s
Quarterly Report on Form 10-Q as filed on November 13, 2023). |
| 4.3 | Certificate
of Elimination of the Series X Non-Voting Convertible Preferred Stock of the Company
(incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on
Form 10-Q as filed on November 13, 2023). |
| 4.4 | Amended and
Restated By-laws of Leap Therapeutics, Inc. (incorporated by reference to Exhibit 3.4
to the Registrant's registration statement on Form S-4 as filed on September 26,
2016 and attached as Annex D to the prospectus which forms part of such registration statement). |
| 4.5 | Form of
Common Stock Certificate of the Registrant (filed as Exhibit 4.1 to Amendment No. 2
to the Registrant’s registration statement on Form S-4 as filed on November 16,
2016). |
| 5.1 | Opinion
of Morgan, Lewis & Bockius LLP. |
| 23.1 | Consent of
EisnerAmper LLP, Independent Registered Public Accounting Firm. |
| 23.2 | Consent of
Morgan, Lewis & Bockius LLP (included in Exhibit 5.1). |
| 24.1 | Powers
of Attorney (included on the signature page of this Form S-8). |
| 99.1 | Leap Therapeutics, Inc.
2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the registration
statement on Form S-8 filed with the Commission on January 27, 2017). |
| 99.2 | First Amendment
to the 2016 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the
registration statement on Form S-8 filed with the Commission on June 11, 2019). |
| 107 | Filing
Fee Table |
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8
and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Cambridge, Commonwealth of Massachusetts on January 26, 2024.
| |
LEAP THERAPEUTICS, INC. |
| |
|
|
| |
By: |
/s/ Douglas E. Onsi |
| |
Name: |
Douglas E. Onsi |
| |
Title: |
Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person
whose signature appears below hereby constitutes and appoints Christopher Mirabelli and Douglas Onsi, and each of them, as his true and
lawful attorney-in-fact and agent with full power of substitution, for him in any and all capacities, to sign any and all amendments to
this registration statement (including post-effective amendments), and to file the same, with all exhibits thereto and other documents
in connection therewith, with the SEC, granting unto said attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
|
Title |
|
Date |
|
| /s/ Douglas E. Onsi |
|
Chief Executive Officer, President, Chief Financial Officer and Director (Principal Executive Officer and Principal Financial and Accounting Officer) |
|
January 26, 2024 |
| Douglas E. Onsi |
|
|
|
|
| |
|
|
|
|
| |
|
|
|
|
|
| /s/ Christopher K. Mirabelli |
|
Director and Chair |
|
January 26, 2024 |
|
| Christopher K. Mirabelli, Ph.D. |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ James Cavanaugh |
|
Director |
|
January 26, 2024 |
|
| James Cavanaugh, Ph.D. |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ Thomas Dietz |
|
Director |
|
January 26, 2024 |
|
| Thomas Dietz, Ph.D. |
|
|
|
|
| |
|
|
|
|
|
| /s/ William Li |
|
Director |
|
January 26, 2024 |
|
| William Li, M.D. |
|
|
|
|
| |
|
|
|
|
|
| /s/ Joseph Loscalzo |
|
Director |
|
January 26, 2024 |
|
| Joseph Loscalzo, M.D., Ph.D. |
|
|
|
|
| |
|
|
|
|
|
| /s/ Patricia Martin |
|
Director |
|
January 26, 2024 |
|
| Patricia Martin |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ Nissim Mashiach |
|
Director |
|
January 26, 2024 |
|
| Nissim Mashiach |
|
|
|
|
| |
|
|
|
|
|
| /s/ Christian Richard |
|
Director |
|
January 26, 2024 |
|
| Christian Richard |
|
|
|
|
|
| |
|
|
|
|
|
| /s/ Richard L. Schilsky |
|
Director |
|
January 26, 2024 |
|
| Richard L. Schilsky |
|
|
|
|
Exhibit 5.1
January 26, 2024
Leap Therapeutics, Inc.
47 Thorndike Street, Suite B1-1
Cambridge, MA 02141
Re: Registration
Statement on Form S-8; 1,022,616 shares of Common Stock of Leap Therapeutics, Inc., par value $0.001 per share
Ladies
and Gentlemen:
We have acted as counsel to Leap Therapeutics, Inc., a Delaware
corporation (the “Company”), in connection with the registration by the Company of 1,022,616 shares of common
stock of the Company, par value $0.001 per share (the “Shares”), issuable under the Company’s 2016 Equity Incentive
Plan (the “2016 Plan”).
The Shares are included in a registration statement on Form S-8
under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”)
on January 26, 2024 (the “Registration Statement”). This opinion is being furnished in connection with
the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining
to the contents of the Registration Statement or the related prospectuses, other than as expressly stated herein with respect to the issuance
of the Shares.
As such counsel, we have examined such matters of fact and questions
of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances
of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining
herein as to the General Corporation Law of the State of Delaware (the “DGCL”), and we express no opinion with respect
to any other laws.
Subject to the foregoing and the other matters set forth herein, it
is our opinion that, as of the date hereof, when the Shares have been issued and delivered by the Company against payment therefor in
the circumstances contemplated by the 2016 Plan, assuming in each case that the individual issuances, grants or awards under the 2016
Plan are duly authorized by all necessary corporate action and duly issued, granted or awarded and exercised in accordance with the requirements
of law and the 2016 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the
Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid
and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements
regarding uncertificated shares provided in the DGCL.
This opinion is for your benefit in connection with the Registration
Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent
to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in
the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission
thereunder.
| | Very truly yours, |
| | | |
| | | /s/ MORGAN, LEWIS & BOCKIUS LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Registration Statement of Leap Therapeutics, Inc. on Form S-8 to be filed on or about January 26, 2024 of our report
dated March 23, 2023, on our audits of the consolidated financial statements as of December 31, 2022 and 2021 and for each of
the years then ended, which report was included in the Annual Report on Form 10-K filed March 24, 2023.
/s/ EisnerAmper LLP
EISNERAMPER LLP
Philadelphia, Pennsylvania
January 26, 2024
Exhibit 107
Calculation of Filing Fee Table
Form S-8
(Form Type)
Leap Therapeutics, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1-Newly Registered Securities
| |
Security
Type |
Security Class
Title(1) |
Fee
Calculation or
Carry Forward
Rule |
Amount
Registered
(1) |
Proposed
Maximum
Offering Price
Per Unit (2) |
Proposed
Maximum
Aggregate
Offering Price (2) |
Fee Rate |
Amount of
Registration Fee |
| Fees to be Paid |
Equity |
Common Stock, par value $0.001 per share |
Rule 457(h) |
1,022,616 (3) |
$2.51 |
$2,566,766.16 |
$147.60 per
$1,000,000 |
$378.85 |
| Total Offering Amounts |
|
$2,566,766.16 |
|
$378.85 |
| Total Fees Previously Paid |
|
|
|
- |
| Total Fee Offsets |
|
|
|
- |
| Net Fee Due |
|
|
|
$378.85 |
| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement
shall also cover any additional shares of Common Stock which become issuable under the Leap Therapeutics, Inc. 2016 Equity Incentive
Plan (the “2016 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected
without the receipt of consideration which results in an increase in the number of the outstanding shares of the Registrant’s Common
Stock. |
| (2) | Estimated in accordance with Rule 457(h) solely for the purpose of calculating the registration fee based on the average
of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Market on January 25, 2024. |
| (3) | Represents the aggregate number of shares of Common Stock that were automatically added on January 1, 2024 to the shares authorized
for issuance under the 2016 EIP pursuant to an “evergreen” provision contained in the 2016 EIP. Pursuant to such provision,
on January 1 of each calendar year, the number of shares authorized for issuance under the 2016 EIP is automatically increased by
a number equal to (a) 4% of the outstanding Common Stock of the Registrant as of the end of the immediately preceding calendar year;
or (b) such lesser number of shares of Common Stock as is determined by the Registrant’s compensation committee in the applicable
year. |
Grafico Azioni Leap Therapeutics (NASDAQ:LPTX)
Storico
Da Nov 2024 a Dic 2024
Grafico Azioni Leap Therapeutics (NASDAQ:LPTX)
Storico
Da Dic 2023 a Dic 2024
