LPTX - Dekkun Corp
Form 424B3 Period: NOV.23.16 Date Filed: NOV.23.16
Transcript Split
  
  
     
Move to First Section Move to Last Section
INDEX
Page-by-Page
  Form 424B3 (Entire Filing)

Filing Body

Page 1: Filed Pursuant to Rule 424(b)(3)

Page 2: ADDITIONAL INFORMATION

Page 3: N/A

Page 4: TABLE OF CONTENTS

Page 5: N/A

Page 6: N/A

Page 7: N/A

Page 8: QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

Page 9: Q: Will there be a Macrocure Shareholder Meeting?

Page 10: Q: What are the conditions to the consummation of the merger?

Page 11: Q: What will Macrocure shareholders receive if the merger is consummated?

Page 12: Q: What will holders of Macrocure stock-based awards receive in the merger?

Page 13: Q: How will Macrocure equityholders receive the merger consideration to which they are entitled?

Page 14: SUMMARY

Page 15: M-CO Merger Sub Ltd.

Page 16: vote (i) "FOR" approval of the merger agreement and (ii) "FOR" all other proposals to be submitted f

Page 17: Headquarters and Management of Leap Following the Merger

Page 18: N/A

Page 19: Regulatory Approvals

Page 20: N/A

Page 21: No Solicitation or Negotiation of Acquisition Proposals

Page 22: No Change in Recommendation or Alternative Acquisition

Page 23: Fees and Expenses

Page 24: Royalty Agreement

Page 25: Material Foreign Tax Consequences of the Merger

Page 26: CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Page 27: N/A

Page 28: RISK FACTORS

Page 29: Ownership of the combined company's common stock will be highly concentrated after consummation of t

Page 30: Failure to consummate the merger could adversely affect Leap's and Macrocure's future prospects.

Page 31: The lack of a public market for Leap common stock makes it more difficult to evaluate the fairness o

Page 32: We currently have no source of product revenue and may never become profitable.

Page 33: We will require additional capital to fund our operations and if we fail to obtain necessary financi

Page 34: Raising additional capital may cause dilution to our existing stockholders, restrict our operations

Page 35: The regulatory approval processes of the FDA and comparable foreign authorities are lengthy, time co

Page 36: N/A

Page 37: If we experience delays or difficulties in the enrollment of patients in clinical trials, our receip

Page 38: The FDA may determine that any of our current or future product candidates have undesirable side eff

Page 39: Failure to obtain marketing approval in international jurisdictions would prevent our product candid

Page 40: N/A

Page 41: Laws, regulatory policies, and medical practices could change in ways that are not favorable to us.

Page 42: The results of pre-clinical studies or early clinical trials are not necessarily predictive of futur

Page 43: Our commercial success depends upon attaining significant market acceptance of DKN-01 or TRX518, if

Page 44: Even if we are able to commercialize DKN-01 or TRX518, DKN-01 or TRX518 may not receive coverage and

Page 45: Our product candidates may face biosimilar competition sooner than anticipated.

Page 46: Laws and regulations governing international operations may preclude us from developing, manufacturi

Page 47: Our relationships with customers and third-party payors will be subject to applicable anti-kickback,

Page 48: We may acquire other assets, form collaborations or make investments in other companies or technolog

Page 49: N/A

Page 50: If the contract manufacturers upon whom we rely fail to produce our product candidates or components

Page 51: N/A

Page 52: Any collaboration arrangements that we may enter into in the future may not be successful, which cou

Page 53: We are subject to new legislation, regulatory proposals and healthcare payor initiatives that may in

Page 54: Our employees, independent contractors, consultants, commercial partners, principal investigators, C

Page 55: Our granted European patent for TRX518 and its uses, which is of significant value to us, was challe

Page 56: Third parties may initiate legal proceedings alleging that we are infringing their intellectual prop

Page 57: Obtaining and maintaining our patent protection depends on compliance with various procedural, docum

Page 58: Risks Related to Our Being a Public Company

Page 59: Our disclosure controls and procedures may not prevent or detect all errors or acts of fraud.

Page 60: Risks Related to our Common Stock

Page 61: Some provisions of our charter documents and Delaware law may have anti-takeover effects that could

Page 62: INFORMATION ABOUT THE MACROCURE SHAREHOLDER MEETING

Page 63: Solicitation of Proxies

Page 64: THE MERGER

Page 65: M-CO Merger Sub Ltd.

Page 66: N/A

Page 67: N/A

Page 68: N/A

Page 69: N/A

Page 70: N/A

Page 71: Recommendation of the Macrocure Board

Page 72: Prospects of Risks to Macrocure as a Stand-Alone Company

Page 73: Financial Stability of Surviving Company; Potential Upside from Leap's Operations

Page 74: Likelihood of Consummation

Page 75: Leap's Reasons for the Merger

Page 76: N/A

Page 77: Related Transactions and Agreements

Page 78: Voting Agreements

Page 79: Royalty Agreement

Page 80: Merger Consideration

Page 81: N/A

Page 82: N/A

Page 83: Material Financial Analyses

Page 84: Selected Companies Analysis.

Page 85: Selected Initial Public Offerings Analysis

Page 86: N/A

Page 87: Selected Transaction Analysis

Page 88: Additional Considerations

Page 89: Certain Forecasts

Page 90: Projections

Page 91: Ownership of Leap Following the Merger

Page 92: Management

Page 93: Regulatory Approvals

Page 94: Federal Securities Law Consequences

Page 95: THE MERGER AGREEMENT

Page 96: Allocation of the Merger Consideration Among Macrocure Equityholders

Page 97: Merger Consideration and Adjustment

Page 98: N/A

Page 99: Determination of Macrocure's Net Cash

Page 100: Exchange of Shares in the Merger

Page 101: Representations and Warranties

Page 102: Conduct of Business

Page 103: N/A

Page 104: N/A

Page 105: No Solicitation of Takeover Proposals

Page 106: N/A

Page 107: Efforts to Complete the Merger

Page 108: Disclosure Documents

Page 109: Meeting of Macrocure's and Merger Sub's Shareholders

Page 110: Leap Stock Options

Page 111: NASDAQ Listing

Page 112: Conditions to Consummation of the Merger

Page 113: N/A

Page 114: Termination of the Merger Agreement

Page 115: Fees and Expenses

Page 116: Amendments, Extensions and Waivers

Page 117: SELECTED HISTORICAL FINANCIAL DATA OF LEAP

Page 118: N/A

Page 119: SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MACROCURE

Page 120: N/A

Page 121: SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

Page 122: COMPARATIVE HISTORICAL AND UNAUDITED PRO FORMA PER SHARE DATA

Page 123: UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Page 124: N/A

Page 125: UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

Page 126: UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Page 127: UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

Page 128: Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Page 129: Royalty Agreement

Page 130: N/A

Page 131: 3. Subsequent Transactions

Page 132: N/A

Page 133: N/A

Page 134: COMPARATIVE MARKET PRICE INFORMATION

Page 135: BUSINESS OF LEAP

Page 136: Cholangiocarcinoma

Page 137: Cancer Therapies and New Targets

Page 138: Altering cell signaling.

Page 139: Our Products

Page 140: Phase 1 Monotherapy Studies

Page 141: Advanced Solid Tumors or Multiple Myeloma Study

Page 142: Esophageal Cancer

Page 143: Cholangiocarcinoma

Page 144: N/A

Page 145: Multiple Myeloma

Page 146: TRX518

Page 147: Single Ascending Dose Study

Page 148: Multiple Dose Study

Page 149: Patents

Page 150: Lilly License Agreement

Page 151: Lonza License Agreement

Page 152: Competition

Page 153: Government Regulation and Product Approval

Page 154: Clinical Trials

Page 155: Phase 1

Page 156: BLA Submission, Review by the FDA, and Marketing Approval

Page 157: N/A

Page 158: Biosimilars and Exclusivity

Page 159: Special FDA Expedited Review and Approval Programs

Page 160: Post-approval Requirements

Page 161: Fraud and Abuse, Data Privacy and Security, and Transparency Laws and Regulations

Page 162: N/A

Page 163: N/A

Page 164: Coverage and Reimbursement Generally

Page 165: N/A

Page 166: Healthcare Reform Measures

Page 167: Properties

Page 168: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

Page 169: N/A

Page 170: Financial Overview

Page 171: General and Administrative Expenses

Page 172: Critical Accounting Policies and Significant Judgments and Estimates

Page 173: Stock-Based Compensation

Page 174: Emerging Growth Company Status

Page 175: Research and Development Expenses

Page 176: Comparison of the Years Ended December 31, 2014 and December 31, 2015

Page 177: Interest Expense Related Party

Page 178: Investing Activities.

Page 179: Contractual Obligations and Commitments

Page 180: Foreign Currency Exchange Risk

Page 181: MANAGEMENT OF LEAP FOLLOWING THE MERGER

Page 182: Augustine Lawlor.

Page 183: John Littlechild.

Page 184: Nissim Mashiach.

Page 185: Board Composition

Page 186: Audit Committee

Page 187: Compensation Committee

Page 188: Nominating and Corporate Governance Committee

Page 189: EXECUTIVE AND DIRECTOR COMPENSATION

Page 190: Annual Cash Incentive Bonuses

Page 191: N/A

Page 192: Outstanding Equity Awards at Fiscal Year End

Page 193: Available Shares

Page 194: Restricted Stock and Stock Units

Page 195: Transferability

Page 196: Change of Control

Page 197: Administration

Page 198: Eligibility for Participation

Page 199: Performance Units

Page 200: Transactions

Page 201: Amendment and Termination

Page 202: N/A

Page 203: CERTAIN BENEFICIAL OWNERS OF LEAP COMMON STOCK

Page 204: N/A

Page 205: N/A

Page 206: CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF LEAP

Page 207: Series A Preferred Stock Financing

Page 208: License Agreement

Page 209: Royalty Agreement

Page 210: INFORMATION ABOUT MACROCURE

Page 211: CureXcell and its Clinical History

Page 212: Research and Development

Page 213: Supply and Production

Page 214: Competition

Page 215: Environmental, Health and Safety Matters

Page 216: Legal Proceedings

Page 217: Exchange Controls

Page 218: Operating Results

Page 219: Operating expenses

Page 220: General and administrative expenses

Page 221: Taxes on income

Page 222: General and administrative expenses

Page 223: Operating expenses

Page 224: Operating expenses

Page 225: Law for the Encouragement of Capital Investments, 5719-1959

Page 226: Failure to consummate the merger could adversely affect Leap's and Macrocure's future prospects

Page 227: Net cash provided by (used in) investing activities

Page 228: Funding requirements

Page 229: Application of Critical Accounting Policies and Estimates

Page 230: Option Valuations

Page 231: Recent Accounting Pronouncements

Page 232: Research and Development, Patents and Licenses, etc.

Page 233: Inflation-related risks

Page 234: N/A

Page 235: N/A

Page 236: FINANCIAL INTERESTS OF MACROCURE'S DIRECTORS AND

Page 237: Cash Bonus and Recoupment of Base Salary

Page 238: U.S. FEDERAL INCOME TAX CONSIDERATIONS

Page 239: Consequences to U.S. Holders of Exchanging Macrocure Ordinary Shares Pursuant to the Merger Agreemen

Page 240: Passive foreign investment company rules

Page 241: Gain on disposition of common stock

Page 242: Information reporting and backup withholding

Page 243: MATERIAL FOREIGN TAX CONSEQUENCES

Page 244: Tax Rulings

Page 245: 5% shareholder

Page 246: NO APPRAISAL RIGHTS

Page 247: DESCRIPTION OF LEAP CAPITAL STOCK

Page 248: Preferred Stock

Page 249: Registration Rights

Page 250: Delaware Anti-Takeover Law

Page 251: No Cumulative Voting

Page 252: Staggered Board

Page 253: SHARES ELIGIBLE FOR FUTURE SALE

Page 254: Affiliates

Page 255: COMPARISON OF RIGHTS OF HOLDERS OF LEAP SHARES AND

Page 256: N/A

Page 257: N/A

Page 258: N/A

Page 259: N/A

Page 260: N/A

Page 261: N/A

Page 262: N/A

Page 263: N/A

Page 264: N/A

Page 265: N/A

Page 266: N/A

Page 267: N/A

Page 268: N/A

Page 269: N/A

Page 270: N/A

Page 271: N/A

Page 272: LEGAL MATTERS

Page 273: N/A

Page 274: INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Page 275: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Page 276: CONSOLIDATED BALANCE SHEETS

Page 277: CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

Page 278: CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE AND

Page 279: CONSOLIDATED STATEMENTS OF CASH FLOWS

Page 280: Notes To Consolidated Financial Statements

Page 281: Notes To Consolidated Financial Statements (Continued)

Page 282: Notes To Consolidated Financial Statements (Continued)

Page 283: Notes To Consolidated Financial Statements (Continued)

Page 284: Notes To Consolidated Financial Statements (Continued)

Page 285: Notes To Consolidated Financial Statements (Continued)

Page 286: Notes To Consolidated Financial Statements (Continued)

Page 287: Notes To Consolidated Financial Statements (Continued)

Page 288: Notes To Consolidated Financial Statements (Continued)

Page 289: Notes To Consolidated Financial Statements (Continued)

Page 290: Notes To Consolidated Financial Statements (Continued)

Page 291: Notes To Consolidated Financial Statements (Continued)

Page 292: Notes To Consolidated Financial Statements (Continued)

Page 293: Notes To Consolidated Financial Statements (Continued)

Page 294: Notes To Consolidated Financial Statements (Continued)

Page 295: Notes To Consolidated Financial Statements (Continued)

Page 296: Notes To Consolidated Financial Statements (Continued)

Page 297: Notes To Consolidated Financial Statements (Continued)

Page 298: CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)

Page 299: CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE

Page 300: CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE AND

Page 301: CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

Page 302: Notes To Condensed Consolidated Financial Statements (Unaudited)

Page 303: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 304: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 305: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 306: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 307: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 308: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 309: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 310: Notes To Condensed Consolidated Financial Statements (Unaudited) (Continued)

Page 311: Report of Independent Registered Public Accounting Firm

Page 312: N/A

Page 313: N/A

Page 314: N/A

Page 315: N/A

Page 316: N/A

Page 317: Note 1 The Reporting Entity

Page 318: U.S. dollars in thousands (except share and per share data)

Page 319: U.S. dollars in thousands (except share and per share data)

Page 320: U.S. dollars in thousands (except share and per share data)

Page 321: U.S. dollars in thousands (except share and per share data)

Page 322: U.S. dollars in thousands (except share and per share data)

Page 323: U.S. dollars in thousands (except share and per share data)

Page 324: U.S. dollars in thousands (except share and per share data)

Page 325: U.S. dollars in thousands (except share and per share data)

Page 326: U.S. dollars in thousands (except share and per share data)

Page 327: U.S. dollars in thousands (except share and per share data)

Page 328: U.S. dollars in thousands (except share and per share data)

Page 329: U.S. dollars in thousands (except share and per share data)

Page 330: U.S. dollars in thousands (except share and per share data)

Page 331: U.S. dollars in thousands (except share and per share data)

Page 332: U.S. dollars in thousands (except share and per share data)

Page 333: U.S. dollars in thousands (except share and per share data)

Page 334: U.S. dollars in thousands (except share and per share data)

Page 335: U.S. dollars in thousands (except share and per share data)

Page 336: U.S. dollars in thousands (except share and per share data)

Page 337: U.S. dollars in thousands (except share and per share data)

Page 338: U.S. dollars in thousands (except share and per share data)

Page 339: U.S. dollars in thousands (except share and per share data)

Page 340: U.S. dollars in thousands (except share and per share data)

Page 341: U.S. dollars in thousands (except share and per share data)

Page 342: U.S. dollars in thousands (except share and per share data)

Page 343: Macrocure Ltd.

Page 344: Unaudited Condensed Interim Consolidated Statements of Financial Position as of September 30, 2016

Page 345: Unaudited Condensed Interim Consolidated Statements of Loss

Page 346: Unaudited Condensed Interim Consolidated Statements of Changes in Equity

Page 347: Unaudited Condensed Interim Consolidated Statements of Cash Flows

Page 348: Notes to the Condensed Interim Consolidated Financial Statements as of September 30, 2016

Page 349: Notes to the Condensed Interim Consolidated Financial Statements as of September 30, 2016 (Continued

Page 350: Notes to the Condensed Interim Consolidated Financial Statements as of September 30, 2016 (Continued

Page 351: Notes to the Condensed Interim Consolidated Financial Statements as of September 30, 2016 (Continued

Page 352: Notes to the Condensed Interim Consolidated Financial Statements as of September 30, 2016 (Continued

Page 353: Annex A

Page 354: TABLE OF CONTENTS

Page 355: N/A

Page 356: N/A

Page 357: Agreement Date

Page 358: ARTICLE I

Page 359: SECTION 1.05.

Page 360: ARTICLE II

Page 361: plus

Page 362: M-CO Percentage

Page 363: Section 2.01(c)(i)

Page 364: Certain Adjustments.

Page 365: Section 2.01(a)

Page 366: Section 2.01(a)

Page 367: Valid Certificate

Page 368: Lost Certificates.

Page 369: Liens

Page 370: Leap Shareholders' Agreement

Page 371: Leap Subsidiary

Page 372: SECTION 3.04.

Page 373: Leap Financial Statements

Page 374: SECTION 3.07.

Page 375: N/A

Page 376: SECTION 3.11.

Page 377: SECTION 3.12.

Page 378: SECTION 3.14.

Page 379: Leap Related Party Agreement

Page 380: Section 3.14(b)

Page 381: Environmental Permits

Page 382: Confidential Leap IP

Page 383: Section 3.19

Page 384: FDA

Page 385: SECTION 3.21.

Page 386: SECTION 3.22.

Page 387: Grants

Page 388: M-CO Options

Page 389: SECTION 4.03.

Page 390: M-CO Shareholder Proposals

Page 391: SECTION 4.07.

Page 392: SECTION 4.08.

Page 393: N/A

Page 394: Section 4.10(v)

Page 395: Israeli Employee

Page 396: Histadrut

Page 397: SECTION 4.12.

Page 398: SECTION 4.14.

Page 399: Section 4.14(a)

Page 400: SECTION 4.15.

Page 401: Confidential M-CO IP

Page 402: Section 4.15(g)

Page 403: M-CO Permits

Page 404: SECTION 4.22.

Page 405: SECTION 4.25.

Page 406: Section 1.05

Page 407: provided

Page 408: Section 5.03

Page 409: Section 2.02(h)

Page 410: Section 5.05

Page 411: provided

Page 412: clause (3)

Page 413: clauses (x)

Page 414: ARTICLE VI

Page 415: Section 6.01(c)

Page 416: Section 6.02

Page 417: Section 6.03(d)

Page 418: Section 6.04

Page 419: Section 6.04

Page 420: (a)

Page 421: SECTION 6.07.

Page 422: Section 8.01(i)

Page 423: SECTION 6.12.

Page 424: Exhibit H

Page 425: D O Insurance

Page 426: Section 4.02

Page 427: Regulatory Approvals.

Page 428: Minimum Net Cash.

Page 429: Maximum Net Accounts Payable.

Page 430: ARTICLE VIII

Page 431: Section 8.01(d)

Page 432: Section 5.05(f)

Page 433: ARTICLE IX

Page 434: Affiliate

Page 435: Independent Accountant

Page 436: M-CO Transaction Representative

Page 437: Party

Page 438: first

Page 439: Transactions

Page 440: SECTION 9.05.

Page 441: SECTION 9.10.

Page 442: SECTION 9.12

Page 443: [Signature Page to Agreement and Plan of Merger]

Page 444: Annex A

Page 445: N/A

Page 446: N/A

Page 447: N/A

Page 448: N/A

Page 449: N/A

Page 450: Annex B

Page 451: Board of Directors

Page 452: Board of Directors

Page 453: Board of Directors

Page 454: Board of Directors

Page 455: Annex C

Page 456: Common Stock

Page 457: General Powers.

Page 458: Terms of Office.

Page 459: The remainder of this page is intentionally left blank.

Page 460: LEAP THERAPEUTICS, INC.

Page 461: Annex D

Page 462: TABLE OF CONTENTS

Page 463: N/A

Page 464: N/A

Page 465: AMENDED AND RESTATED BYLAWS

Page 466: Exchange Act

Page 467: Synthetic Equity Interests

Page 468: Disclosable Interests

Page 469: provided

Page 470: N/A

Page 471: Nominee Information

Page 472: Voting Commitment

Page 473: N/A

Page 474: N/A

Page 475: provided

Page 476: ARTICLE III DIRECTORS

Page 477: provided

Page 478: Macrocure Designated Director

Page 479: Special Governance Term

Page 480: However

Page 481: ARTICLE VI RECORDS AND REPORTS

Page 482: provided

Page 483: N/A

Page 484: ARTICLE VIII NOTICE BY ELECTRONIC TRANSMISSION

Page 485: nolo contendere

Page 486: nolo contendere

Page 487: provided further

Page 488: N/A

Page 489: ARTICLE X AMENDMENTS.

   CURRENT PAGE
    Download Current Page as a Word Document  Download Current Page as a PDF Document    Download Excel File of Financials