SCHEDULE: Winklevoss Capital Takes 19.9% Stake in Leap Therapeutics

Winklevoss Capital entities have acquired a 19.9% beneficial ownership stake in Leap Therapeutics, Inc. through a private placement, gaining significant board representation.

Summary

• Winklevoss Capital Fund, LLC, Winklevoss Treasury Investments, LLC, Winklevoss Capital Management, LLC, Tyler Howard Winklevoss, and Cameron Howard Winklevoss (collectively, the "Reporting Persons") have filed a Schedule 13D regarding their beneficial ownership in Leap Therapeutics, Inc.
• The Reporting Persons collectively beneficially own 12,084,463 shares of Common Stock, representing approximately 19.9% of the outstanding shares of Leap Therapeutics, Inc. as of October 8, 2025.
• This stake includes 3,800,702 shares of Common Stock issuable upon the exercise of Pre-Funded Warrants or Common Warrants, subject to a 19.99% beneficial ownership limitation.
• The acquisition was part of a private placement that closed on October 8, 2025, where Leap Therapeutics, Inc. issued an aggregate of 15,212,311 shares of Common Stock at $0.52064 per share, 80,768,504 Pre-Funded Warrants at $0.51964 per warrant, and 71,985,605 Common Warrants at an exercise price of $0.5335 per share.
• Winklevoss Treasury Investments, LLC (WTI) specifically acquired 8,283,761 shares of Common Stock, 75,448,618 Pre-Funded Warrants, and 62,799,284 Common Warrants.
• The direct shares acquired by WTI had an aggregate investment cost of $51,368,888, funded from WTI's working capital.
• WTI has the right to nominate two directors to the Board of Directors, one of whom shall serve as chair, as long as WTI beneficially owns at least 16.7% of the Common Stock. If ownership falls between 8.33% and 16.7%, WTI can nominate one director who will also chair the Board.
• A Registration Rights Agreement was entered into, requiring Leap Therapeutics, Inc. to file a resale registration statement for the acquired securities within 30 days of demand.

Sentiment

Score: 8

Explanation: The sentiment is positive due to a significant institutional investment from a prominent investor group, which includes board representation and a substantial capital infusion for the company. This signals strong confidence and potential strategic support, despite the dilution from the private placement.

Positives

• Significant institutional investment from Winklevoss Capital entities, signaling confidence in Leap Therapeutics, Inc.
• Winklevoss Treasury Investments, LLC gains substantial influence with the right to nominate two directors, including the Board Chair, potentially bringing strategic guidance and oversight.
• The private placement provides capital to Leap Therapeutics, Inc. for its operations.
• The investment is for 'investment purposes,' suggesting a long-term view, though the Reporting Persons retain flexibility for future actions.

Negatives

• The private placement involves significant dilution for existing shareholders due to the issuance of new shares and warrants.
• The beneficial ownership limitation of 19.99% restricts the immediate full exercise of all warrants by the Reporting Persons, potentially capping their direct voting power for a period.

Risks

• The Reporting Persons may, from time to time, dispose of shares of Common Stock, which could exert downward pressure on the stock price.
• The Reporting Persons may acquire other financial instruments, engage in hedging, or similar transactions that are based upon or relate to the value of the Common Stock, which could introduce volatility or complex market dynamics.
• The Reporting Persons' investment strategy may change based on various factors, including the Issuer's financial position, strategic direction, and market conditions, leading to unpredictable actions regarding their stake.

Future Outlook

The Reporting Persons acquired the Common Stock for investment purposes and intend to continuously review their investment. They may, at any time, purchase additional shares, dispose of shares, exercise warrants, or engage in hedging transactions based on various factors including the Issuer's financial position and strategic direction. Leap Therapeutics, Inc. is obligated to file a resale registration statement for the acquired securities within 30 days of demand and use commercially reasonable efforts to have it declared effective promptly.

Industry Context

This significant investment by Winklevoss Capital in a biotechnology company like Leap Therapeutics, Inc. suggests a strategic interest in the life sciences sector. Such a substantial stake, coupled with board representation, can be seen as a vote of confidence in the company's potential, potentially attracting further investor interest in the biotech space, especially for companies with promising pipelines or strategic directions.

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: Experience dilution from the private placement but may benefit from increased institutional confidence and strategic guidance from new board members.
• Management: Will work with new board members nominated by Winklevoss Capital, potentially influencing strategic decisions and operational oversight.
• Creditors: The capital raise could improve the company's financial stability, potentially reducing credit risk.

Next Steps

• Winklevoss Treasury Investments, LLC intends to nominate two Investor Designees to the Board of Directors, with one serving as Chairman, effective upon appointment.
• Leap Therapeutics, Inc. is required to use its reasonable best efforts to cause the Investor Designees to be elected to the Board.
• Leap Therapeutics, Inc. is obligated to file a Resale Registration Statement with the SEC no later than thirty (30) days following a written demand by any Purchaser.
• Leap Therapeutics, Inc. will use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective promptly, aiming for within 10 calendar days (or 75 days if SEC review occurs).

Key Dates

Recommendation

The significant investment by Winklevoss Capital, a well-known and influential investor group, coupled with their right to nominate two board members including the chair, signals a strong vote of confidence in Leap Therapeutics, Inc. This strategic backing and capital infusion could provide stability and strategic direction, potentially leading to future value creation. While there is dilution from the private placement, the long-term benefits of such a prominent investor's involvement and oversight are likely to outweigh the short-term impact, making it an attractive opportunity for investors.

Keywords

Leap Therapeutics, Winklevoss Capital, Schedule 13D, Private Placement, PIPE, Common Stock, Warrants, Beneficial Ownership, Board Nomination, Biotechnology, Institutional Investment