Item 1.01. Entry into a Material Definitive Agreement.

On September 22, 2021, Leap Therapeutics, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Piper Sandler & Co. and Raymond James & Associates, Inc., as representatives of the underwriters listed therein (the "Underwriters"), relating to the issuance and sale in an underwritten public offering (the "Offering") by the Company of (a) 22,828,072 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), at a public offering price of $2.85 per share, and (b) pre-funded warrants to purchase 8,771,928 shares of Common Stock at a public offering price of $2.849 per pre-funded warrant (the "Pre-Funded Warrants"). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option, exercisable for 30 days, to purchase up to an additional 4,740,000 shares of Common Stock, at a public offering price of $2.85 per share, less underwriting discounts and commissions (the "Underwriters' Option"). The gross proceeds to the Company from the Offering are expected to be approximately $90 million, before deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company, assuming no exercise by the Underwriters of the Underwriters' Option. The transactions contemplated by the Underwriting Agreement are expected to close on September 24, 2021, subject to the satisfaction of customary closing conditions.

The Company intends to use the net proceeds from the offering to fund: (i) the continued development of DKN-01, (ii) manufacturing of clinical trial material, and (iii) general corporate purposes, including working capital and other general and administrative expenses.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended (the "Securities Act"), and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

As part of the Underwriting Agreement, subject to certain exceptions, certain of the Company's officers and directors agreed not to sell or otherwise dispose of any of the Common Stock held by them for a period beginning on the date of execution of the applicable lock-up agreements by each such officer and director and ending 90 days after the date of the final prospectus supplement to be filed with the Securities and Exchange Commission (the "SEC") in connection with the Offering pursuant to Rule 424(b) under the Securities Act without first obtaining the written consent of Piper Sandler & Co. The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the Underwriting Agreement, which is filed herewith as Exhibit 1.1 and incorporated herein by reference.

The Pre-Funded Warrants have an exercise price of $0.001 per share, which is subject to adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock and also upon any distributions for no consideration of assets to the Company's stockholders. Each Pre-Funded Warrant is exercisable at any time and from time to time after issuance. In the event of certain corporate transactions, the holders of the Pre-Funded Warrants will be entitled to receive, upon exercise of the Pre-Funded Warrants, the kind and amount of securities, cash or other property that the holders would have received had they exercised the Pre-Funded Warrants immediately prior to such transaction. The Pre-Funded Warrants do not entitle the holders thereof to any voting rights or any of the other rights or privileges to which holders of Common Stock are entitled. The foregoing summary of the Pre-Funded Warrants does not purport to be complete and is subject to, and qualified in its entirety by, the form of Pre-Funded Warrant, which is filed herewith as Exhibit 4.1 and incorporated herein by reference.

The Common Stock and the Pre-Funded Warrants being offered and sold, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants, have been registered under the Securities Act pursuant to the Company's effective shelf registration statement on Form S-3 and an accompanying prospectus (Registration Statement No. 333-248797) filed with the SEC on September 14, 2020 and declared effective by the SEC on October 16, 2020, as supplemented by a preliminary prospectus supplement filed with the SEC on September 21, 2021 and a final prospectus supplement to be filed with the SEC pursuant to Rule 424(b) under the Securities Act. A copy of the opinion of Morgan, Lewis & Bockius LLP relating to the legality of the issuance and sale of the shares of Common Stock, the Pre-Funded Warrants, and the shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants in the Offering is attached as Exhibit 5.1 hereto.




 Item 8.01. Other Events.

On September 22, 2021, the Company issued a press release announcing that it had priced the previously announced public offering of its Common Stock and pre-funded warrants to purchase shares of Common Stock. The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.





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Item 9.01. Financial Statements and Exhibits.






(d)      Exhibits.



Exhibit
 Number                                  Description
  1.1        Underwriting Agreement, dated September 22, 2021, by and among Leap
           Therapeutics, Inc. and Piper Sandler & Co. and Raymond James &
           Associates, Inc., as representatives of the underwriters named
           therein
  4.1        Form of Pre-Funded Warrant to Purchase Common Stock
  5.1        Opinion of Morgan, Lewis & Bockius LLP
  23.1       Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
  99.1       Press Release dated September 22, 2021
  104      Cover Page Interactive Data File. (Embedded within the Inline XBRL
           document.)




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