As filed with the Securities and Exchange Commission on March 20, 2020
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)
Christopher K. Mirabelli, Ph.D.
Chairman, President and Chief Executive Officer
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 | | x |
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.¨
CALCULATION OF REGISTRATION FEE
Title of Securities To Be Registered | Amount To Be Registered (1) | Proposed
Maximum Offering Price Per Share (2) | Proposed
Maximum Aggregate Offering Price
(2) | Amount of Registration Fee |
Common Stock (par value $0.001 per share) · 2016 Equity Incentive Plan of Leap Therapeutics, Inc. | 967,795 (3) | $1.30 | $1,258,133.50 | $163.31 |
| | | | | |
| (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 March 18, 2020. |
| | |
| (3) | Represents the aggregate number of shares of Common Stock that were automatically added to the shares authorized for issuance under the 2016 EIP on January 1, 2020 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 of the applicable year. |
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered shares of its Common Stock for issuance under the 2016 EIP under a Registration Statement onForm S-8 filed with the Securities and Exchange Commission (the “Commission”) on January 27, 2017 (File No. 333-215787). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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 March 20, 2020.
| | LEAP THERAPEUTICS, INC. |
| |
| | By: | /s/Christopher Mirabelli |
| | Name: | Christopher Mirabelli |
| | Title: | President, Chief Executive Officer and Chairman of the Board of Directors |
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/ Christopher Mirabelli | President, Chief Executive Officer and Director (Principal Executive Officer) | March 20, 2020 |
| Christopher Mirabelli | |
| /s/ Douglas Onsi | Chief Financial Officer, General Counsel, Treasurer and Secretary (Principal Financial and Accounting Officer) | March 20, 2020 |
| Douglas Onsi | |
| /s/ James Cavanaugh | Director | March 20, 2020 |
| James Cavanaugh | | |
| /s/ Douglas Onsi | Director | March 20, 2020 |
| Douglas Onsi | |
| /s/ Thomas Dietz | Director | March 20, 2020 |
| Thomas Dietz | |
| /s/ William Li | Director | March 20, 2020 |
| William Li | |
| /s/ Nissim Mashiach | Director | March 20, 2020 |
| Nissim Mashiach | |
| /s/ Joseph Loscalzo | Director | March 20, 2020 |
| Joseph Loscalzo | |
| /s/ Monica Bertagnolli | Director | March 20, 2020 |
| Monica Bertagnolli | |
