Leap Therapeutics, Macrocure Agree To Merge

Leap Therapeutics, a Cambridge, Massachusetts-based clinical-stage immuno-oncology company, has agreed to merge with Macrocure, a Petach Tikva, Israel-based clinical-stage biopharmaceutical company focused on chronic and hard-to-heal wounds. Under the agreement, Macrocure will become a wholly owned subsidiary of Leap Therapeutics, and Leap Therapeutics will become a public company. In connection with the transaction, Leap Therapeutics will apply to have the shares of the combined entity listed for trading on NASDAQ upon completion of the merger. The board of directors of both companies have unanimously approved the proposed merger.

The transaction is expected to close near the end of 2016, subject to shareholder approval and other customary closing conditions which are set forth in the merger agreement.

Macrocure shareholders will exchange their Macrocure shares for newly issued shares of Leap Therapeutics common stock. In addition, existing Leap investors, including entities affiliated with HealthCare Ventures, have committed to invest an additional $10 million at the closing of the transaction. On a pro forma basis, after giving effect to the merger and the investment, Macrocure equity holders are expected to collectively own approximately 31.8%, and Leap Therapuetics equity holders are expected to collectively own approximately 68.2% of the combined company, subject to certain possible adjustments based on Macrocure’s net cash level at closing.

Existing Leap shareholders will receive the right to a royalty, under certain circumstances, based on future net sales. The combined company is expected to have a minimum of $30 million in cash at closing to finance future operations.

The executive team of Leap Therapeutics will remain in their positions in the combined entity that will be based out of Leap Therapeutics' current corporate office in Cambridge, Massachusetts. The combined entity's leadership team will consist of Christopher K. Mirabelli, PhD, who will serve as chief executive officer and chairman of the Board of Directors, Augustine Lawlor as chief operating officer, and Douglas E. Onsi as chief financial officer. At the closing, two Macrocure designated individuals, including Nissim Mashiach, will join Leap's board of directors.

Leap Therapeutics has two lead drug candidates: DKN-01, a humanized monoclonal IgG4 monoclonal antibody, and TRX518, a humanized aglycosyl IgG1 monoclonal antibody with agonist activity targeting GITR. DKN-01 is in clinical trials in esophageal cancer and cholangiocarcinoma. TRX518 is in clinical trials in patients with advanced solid tumors.

Source: Leap Therapeutics

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