LEAP THERAPEUTICS INC

DEF 14A 1 tm242729-1_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

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Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Fee paid previously with preliminary materials.

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Leap Therapeutics, Inc. (the “Annual Meeting”), to be held exclusively online via the Internet as a virtual web conference athttps://www.cstproxy.com/leaptx/2024 on July 2, 2024, at 11:30 a.m., Eastern Time.

Pursuant to certain rules of the U.S. Securities and Exchange Commission that allow issuers to furnish proxy materials to stockholders over the Internet, we are posting our proxy materials on the Internet and delivering a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, containing instructions on how to access or request a copy of our Proxy Statement and our 2023 Annual Report to Stockholders. This process substantially reduces the costs associated with printing and distributing our proxy materials and reduces our environmental footprint.

Your vote is important. Whether or not you plan to attend the virtual Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet prior to the Annual Meeting or virtually at the Annual Meeting, by telephone, or, if you requested printed copies of our proxy materials, by completing, dating and returning a proxy card. Please review the instructions on the Notice of Internet Availability or the proxy card regarding each of these voting options.

Thank you for your ongoing support of Leap Therapeutics.

Very truly yours,

47 Thorndike Street

Suite B1-1

Cambridge, MA 02141

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on July 2, 2024

The 2024 Annual Meeting of Stockholders of Leap Therapeutics, Inc. (the “Annual Meeting”) will be held on July 2, 2024 at 11:30 a.m., Eastern Time, virtually via the Internet athttps://www.cstproxy.com/leaptx/2024. At the Annual Meeting, stockholders will consider and act upon the following matters:

1. To elect four Class I directors nominated by the Company’s board of directors (the “Board”), James Cavanaugh, Douglas E. Onsi, Christian Richard and Richard Schilsky, each to serve for a term ending in 2027, or until his successor has been duly elected and qualified;

2. To approve an advisory vote on executive compensation paid to our named executive officers (the “Say-on-Pay Proposal”);

3. To approve an amendment (the “2022 EIP Amendment”) to the Leap Therapeutics, Inc. 2022 Equity Incentive Plan (the “2022 EIP”) (the “EIP Proposal”);

4. To ratify the appointment of EisnerAmper LLP, an independent registered public accounting firm, as our independent auditors for the year ending December 31, 2024; and

5. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

Our Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about May 16, 2024, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, to stockholders and will post our proxy materials on the website referenced in the Notice of Internet Availability. As more fully described in the Notice of Internet Availability, stockholders may choose to access our proxy materials on the website referenced in the Notice of Internet Availability or may request to receive a printed set of our proxy materials. In addition, the Notice of Internet Availability and website provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by e-mail, on an ongoing basis.

Stockholders of record on our books at the close of business on May 15, 2024, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. If you are a stockholder of record, please vote in one of these four ways:

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Vote over the Internet prior to the Annual Meeting, by going towww.cstproxyvote.com (have Notice of Internet Availability or your proxy card in hand when you access the website);

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Vote by Telephone, by calling 1-866-894-0536 (have your Notice of Internet Availability or proxy card in hand when you call);

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Vote by Mail, if you received a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

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Vote online at the virtual Annual Meeting (have your Notice of Internet Availability or proxy card in hand when you access the virtual meeting website).

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If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

A list of stockholders entitled to vote at the Annual Meeting will be available for examination by any stockholder for any purpose relevant to the meeting for at least ten days prior to July 2, 2024. Please e-mail ir@leaptx.com if you wish to examine the stockholder list prior to the virtual Annual Meeting. The stockholder list will be available in electronic form during the Annual Meeting online athttps://www.cstproxy.com/leaptx/2024.

Whether or not you plan to attend the Annual Meeting online, we urge you to take the time to vote your shares. Further information about how to attend the Annual Meeting online, vote your shares online during the Annual Meeting and submit your questions online during the Annual Meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

Christopher K. Mirabelli

Chairman of the Board of Directors

April 29, 2024