LEAP THERAPEUTICS, INC.

DEF 14A 1 tm2528966-2_def14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A

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Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

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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 Pursuant to §240.14a-12

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(Name of Registrant as Specified In Its Charter)​

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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 Fellow Stockholders:

You are cordially invited to attend a special meeting (the “Special Meeting”) of the stockholders of Leap Therapeutics, Inc. (the “Company,” “Leap,” “our” or “we”), to be held on December 15, 2025 at 11:00 A.M., Eastern Standard Time, virtually at https://www.cstproxy.com/leaptx/sm2025. Our Board of Directors (the “Board”) has fixed the close of business on October 24, 2025 as the record date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting and at any adjournment or postponement thereof.

On October 6, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors named therein (collectively, the “Purchasers,” and each, a “Purchaser”), providing for a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which we sold (i) 15,212,311 shares of common stock (the “Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of common stock, and (ii) warrants to purchase an additional 71,985,605 shares of common stock at an exercise price of $0.5335 per share (the “Common Warrants”), for aggregate gross proceeds to the Company of $58,888,888 before deducting fees and transaction costs (the “Financing Transaction”). This Financing Transaction has improved our cash position, and leveraging the expertise of Winklevoss Treasury Investments, LLC, as Lead Investor in the private placement (“Winklevoss Capital”), we aim to build long-term shareholder value through a digital asset treasury strategy. A portion of the capital will be used to continue development of our therapeutic programs, including FL-501 and sirexatamab, which has recently completed a randomized controlled Phase 2 trial in patients with colorectal cancer.

At the Special Meeting, stockholders will be asked to consider, vote upon and approve the following proposals, each of which is more fully described in the accompanying proxy statement:

A proposal to amend (the “First Charter Amendment”) the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to increase the total number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as common stock, $0.001 par value per share (“Common Stock”) and to include clarifying language regarding the applicability of recently amended provisions of Section 242 of the Delaware General Corporation Law (the “Authorized Share Increase Proposal”);

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A proposal to approve an amendment to the Charter (the “Second Charter Amendment”) to permit the Board, in its discretion, to effect a reverse stock split of our Common Stock in a ratio to be determined, within a range of 1 to 5 (1:5) up to 1 to 20 (1:20), to allow the Company to regain compliance with Nasdaq listing requirements for the bid price of the Common Stock, to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s stockholders (the “Reverse Stock Split Proposal”);

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A proposal to adopt a new 2025 equity incentive plan to provide for additional equity incentive grants, as the current 2016 Equity Incentive Plan expires next year, and to provide for an additional pool of equity incentive grants above those available under the current 2022 Equity Incentive Plan (the “EIP Proposal”);

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A proposal to allow the Company, for the purpose of complying with Nasdaq Listing Rule 5635, to issue shares in excess of 19.99% of the Company’s outstanding Common Stock upon the exercise of certain warrants issued to purchasers in the Financing Transaction, which issuance, if it were to occur, would be considered a “change of control” under Nasdaq rules (the “Private Placement Issuance Proposal”); and

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A proposal to adjourn the Special Meeting if the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve any of the other proposals, so that our proxy holders may move to continue, adjourn or postpone the special meeting at that time in order to enable our Board to solicit additional proxies (the “Adjournment Proposal”, and, together with the Authorized Share Increase Proposal, the Reverse Stock Split Proposal, the EIP Proposal, and the Private Placement Issuance Proposal, the “Stockholder Proposals”).

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The accompanying proxy statement provides you with detailed information about the Special Meeting and the Stockholder Proposals to be voted on at the Special Meeting. We encourage you to read carefully the entire proxy statement. You also may obtain additional information about the Company and the Financing Transaction from documents we have filed with the Securities and Exchange Commission, including the Securities Purchase Agreement, the Lead Investor Agreement between the Company and Winklevoss Capital, the form of Pre-Funded Warrant, and the form of Common Warrant.

Our Board unanimously recommends that stockholders vote “FOR” each of the Stockholder Proposals.

Only stockholders of record at the close of business on October 24, 2025, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting, including any postponement thereof with respect to the Proposals. As noted above, our special meeting will be a virtual meeting of stockholders, which will be conducted exclusively via the internet as a virtual web conference. You will be able to attend the special meeting online, vote your shares during the special meeting and submit questions for consideration during the special meeting through https://www.cstproxy.com/leaptx/sm2025. Please carefully review the enclosed proxy statement and the notice of availability for additional details.

Your vote is very important, regardless of the number of shares of Common Stock that you own. Whether or not you expect to attend the Special Meeting, please complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope so that your shares may be represented at the Special Meeting. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares in person.

Thank you for your cooperation and continued support.

Very truly yours,

47 Thorndike Street

Suite B1-1

Cambridge, MA 02141

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

To Be Held on December 15, 2025

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of Leap Therapeutics, Inc., a Delaware corporation (the “Company,” “Leap,” or “we”) will be held on December 15, 2025, at 11:00 A.M. Eastern Standard Time, virtually via the Internet at https:// www.cstproxy.com/leaptx/sm2025 for the following purposes:

1. Approval of Authorized Share Increase Proposal. To consider and vote upon a proposal, which we refer to as the “First Charter Amendment,” to amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as common stock, $0.001 par value per share (“Common Stock”) and to include clarifying language regarding the applicability of recently amended provisions of Section 242 of the Delaware General Corporation Law (the “DGCL”) (the “Authorized Share Increase Proposal”).

2. Approval of Reverse Stock Split Proposal. To approve an amendment to the Charter to permit the Board, in its discretion, to effect a reverse stock split of our Common Stock in a ratio to be determined, within a range of 1 to 5 (1:5) up to 1 to 20 (1:20), to allow the Company to regain compliance with Nasdaq listing requirements for the bid price of the Common Stock, to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s stockholders (the “Reverse Stock Split Proposal”);

3. Approval of Equity Incentive Plan. To approve the Leap Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 EIP”) (the “EIP Proposal”).

4. Approval of Private Placement Issuance Proposal. To permit the Company, for the purpose of complying with Nasdaq Listing Rule 5635, to issue shares in excess of 19.99% of the Company’s outstanding Common Stock upon the exercise of certain warrants issued to purchasers in the Financing Transaction, which issuance, if it were to occur, would be considered a “change of control” under Nasdaq rules (the “Private Placement Issuance Proposal”).

5. Authorization to Adjourn the Special Meeting. If the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve any of these proposals, our proxy holders may move to continue, adjourn or postpone the Special Meeting at that time in order to enable our board of directors to solicit additional proxies (the “Adjournment Proposal”).

Our Board of Directors (the “Board”) has fixed the close of business on October 24, 2025 as the record date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting and at any adjournment or postponement thereof.

The Company’s Board unanimously recommends that the stockholders vote “FOR” the Authorized Share Increase Proposal, the Reverse Stock Split Proposal, the EIP Proposal, the Private Placement Issuance Proposal, and the Adjournment Proposal.

The accompanying proxy is solicited by the Board and the accompanying proxy statement provides a detailed description of each proposal. These materials are first being made available to stockholders on or about November 3, 2025. We urge you to read the accompanying proxy statement, including any annexes, and the other reports and accompanying exhibits that we have filed with the Securities and Exchange Commission relating to the Financing Transaction and which are incorporated into the proxy statement by reference.

The Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at https://www.cstproxy.com/leaptx/sm2025. You can attend the Special Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site.

Stockholders of record may vote in one of these four ways:

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Vote over the Internet prior to the Special Meeting, by going to www.cstproxyvote.com (have 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 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 Special Meeting, (have your 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 Special Meeting will be available for examination by any stockholder for any purpose relevant to the meeting for at least ten days prior to December 15, 2025. Please e-mail ir@leaptx.com if you wish to examine the stockholder list prior to the virtual Special Meeting. The stockholder list will be available in electronic form during the Special Meeting online at https://www.cstproxy.com/leaptx/sm2025.

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

If you have any questions or need assistance voting your shares, please contact our Proxy Solicitor:

Laurel Hill Advisory Group, LLC

2 Robbins Lane, Suite 201

Jericho, New York 11753

Banks and Brokers Call (516) 933-3100

All Others Call Toll-Free (888) 742-1305

By Order of the Board of Directors,

Christopher K. Mirabelli, Ph.D.

Cambridge, Massachusetts

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON DECEMBER 15, 2025

The Company’s Notice of Special Meeting and Proxy Statement are are available on the Internet

at https://www.cstproxy.com/leaptx/sm2025.