tm2528966-1_pre14a - none

PRE 14A 1 tm2528966-1_pre14a.htm PRE 14A tm2528966-1_pre14a - none - 9.0973677s

TABLE OF CONTENTS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☒

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

LEAP THERAPEUTICS, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION,
DATED OCTOBER 24, 2025

[November 3], 2025

Dear Fellow Stockholders:

You are cordially invited to attend a special meeting (the “Special Meeting”) of the stockholders of Leap Therapeutics, Inc. (the “Company,” “Leap,” “our” or “we”), to be held on [December 15], 2025 at 11:00 A.M., Eastern Standard Time, virtually at https://www.cstproxy.com/leaptx/sm2025. Our Board of Directors (the “Board”) has fixed the close of business on October 24, 2025 as the record date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting and at any adjournment or postponement thereof.

On October 6, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors named therein (collectively, the “Purchasers,” and each, a “Purchaser”), providing for a private placement transaction exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), pursuant to which we sold (i) 15,212,311 shares of common stock (the “Shares”), (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of common stock, and (ii) warrants to purchase an additional 71,985,605 shares of common stock at an exercise price of $0.5335 per share (the “Common Warrants”), for aggregate gross proceeds to the Company of $58,888,888 before deducting fees and transaction costs (the “Financing Transaction”). This Financing Transaction has improved our cash position, and leveraging the expertise of Winklevoss Treasury Investments, LLC, as Lead Investor in the private placement (“Winklevoss Capital”), we aim to build long-term shareholder value through a digital asset treasury strategy. A portion of the capital will be used to continue development of our therapeutic programs, including FL-501 and sirexatamab, which has recently completed a randomized controlled Phase 2 trial in patients with colorectal cancer.

At the Special Meeting, stockholders will be asked to consider, vote upon and approve the following proposals, each of which is more fully described in the accompanying proxy statement:

A proposal to amend (the “First Charter Amendment”) the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to increase the total number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as common stock, $0.001 par value per share (“Common Stock”) and to include clarifying language regarding the applicability of recently amended provisions of Section 242 of the Delaware General Corporation Law (the “Authorized Share Increase Proposal”);

A proposal to approve an amendment to the Charter (the “Second Charter Amendment”) to permit the Board, in its discretion, to effect a reverse stock split of our Common Stock in a ratio to be determined, within a range of 1 to 5 (1:5) up to 1 to 20 (1:20), to allow the Company to regain compliance with Nasdaq listing requirements for the bid price of the Common Stock, to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s stockholders (the “Reverse Stock Split Proposal”);

A proposal to adopt a new 2025 equity incentive plan to provide for additional equity incentive grants, as the current 2016 Equity Incentive Plan expires next year, and to provide for an additional pool of equity incentive grants above those available under the current 2022 Equity Incentive Plan (the “EIP Proposal”);

TABLE OF CONTENTS

A proposal to allow the Company, for the purpose of complying with Nasdaq Listing Rule 5635, to issue shares in excess of 19.99% of the Company’s outstanding Common Stock upon the exercise of certain warrants issued to purchasers in the Financing Transaction, which issuance, if it were to occur, would be considered a “change of control” under Nasdaq rules (the “Private Placement Issuance Proposal”); and

A proposal to adjourn the Special Meeting if the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve any of the other proposals, so that our proxy holders may move to continue, adjourn or postpone the special meeting at that time in order to enable our Board to solicit additional proxies (the “Adjournment Proposal”, and, together with the Authorized Share Increase Proposal, the Reverse Stock Split Proposal, the EIP Proposal, and the Private Placement Issuance Proposal, the “Stockholder Proposals”).

The accompanying proxy statement provides you with detailed information about the Special Meeting and the Stockholder Proposals to be voted on at the Special Meeting. We encourage you to read carefully the entire proxy statement. You also may obtain additional information about the Company and the Financing Transaction from documents we have filed with the Securities and Exchange Commission, including the Securities Purchase Agreement, the Lead Investor Agreement between the Company and Winklevoss Capital, the form of Pre-Funded Warrant, and the form of Common Warrant.

Our Board unanimously recommends that stockholders vote “FOR” each of the Stockholder Proposals.

Only stockholders of record at the close of business on October 24, 2025, the record date for the Special Meeting, are entitled to notice of, and to vote at, the Special Meeting, including any postponement thereof with respect to the Proposals. As noted above, our special meeting will be a virtual meeting of stockholders, which will be conducted exclusively via the internet as a virtual web conference. You will be able to attend the special meeting online, vote your shares during the special meeting and submit questions for consideration during the special meeting through https://www.cstproxy.com/leaptx/sm2025. Please carefully review the enclosed proxy statement and the notice of availability for additional details.

Your vote is very important, regardless of the number of shares of Common Stock that you own. Whether or not you expect to attend the Special Meeting, please complete, date, sign and promptly return the accompanying proxy in the enclosed postage-paid envelope so that your shares may be represented at the Special Meeting. Returning the proxy does not deprive you of your right to attend the Special Meeting and to vote your shares in person.

Thank you for your cooperation and continued support.

Very truly yours,

	[•]			[•]
	Christopher K. Mirabelli Chairman of the Board of Directors			Douglas E. Onsi Chief Executive Officer and President

TABLE OF CONTENTS

47 Thorndike Street
Suite B1-1
Cambridge, MA 02141

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION,
DATED OCTOBER 24, 2025

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on [December 15], 2025

NOTICE IS HEREBY GIVEN that a special meeting of the stockholders (the “Special Meeting”) of Leap Therapeutics, Inc., a Delaware corporation (the “Company,” “Leap,” or “we”) will be held on December 15, 2025, at 11:00 A.M. Eastern Standard Time, virtually via the Internet at https:// www.cstproxy.com/leaptx/sm2025 for the following purposes:

1. Approval of Authorized Share Increase Proposal. To consider and vote upon a proposal, which we refer to as the “First Charter Amendment,” to amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as common stock, $0.001 par value per share (“Common Stock”) and to include clarifying language regarding the applicability of recently amended provisions of Section 242 of the Delaware General Corporation Law (the “DGCL”) (the “Authorized Share Increase Proposal”).

2. Approval of Reverse Stock Split Proposal. To approve an amendment to the Charter to permit the Board, in its discretion, to effect a reverse stock split of our Common Stock in a ratio to be determined, within a range of 1 to 5 (1:5) up to 1 to 20 (1:20), to allow the Company to regain compliance with Nasdaq listing requirements for the bid price of the Common Stock, to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s stockholders (the “Reverse Stock Split Proposal”);

3. Approval of Equity Incentive Plan. To approve the Leap Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 EIP”) (the “EIP Proposal”).

4. Approval of Private Placement Issuance Proposal. To permit the Company, for the purpose of complying with Nasdaq Listing Rule 5635, to issue shares in excess of 19.99% of the Company’s outstanding Common Stock upon the exercise of certain warrants issued to purchasers in the Financing Transaction, which issuance, if it were to occur, would be considered a “change of control” under Nasdaq rules (the “Private Placement Issuance Proposal”).

5. Authorization to Adjourn the Special Meeting. If the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve any of these proposals, our proxy holders may move to continue, adjourn or postpone the Special Meeting at that time in order to enable our board of directors to solicit additional proxies (the “Adjournment Proposal”).

Our Board of Directors (the “Board”) has fixed the close of business on October 24, 2025 as the record date for determining the stockholders of record entitled to notice of and to vote at the Special Meeting and at any adjournment or postponement thereof.

The Company’s Board unanimously recommends that the stockholders vote “FOR” the Authorized Share Increase Proposal, the Reverse Stock Split Proposal, the EIP Proposal, the Private Placement Issuance Proposal, and the Adjournment Proposal.

TABLE OF CONTENTS

The accompanying proxy is solicited by the Board and the accompanying proxy statement provides a detailed description of each proposal. These materials are first being made available to stockholders on or about [November 3], 2025. We urge you to read the accompanying proxy statement, including any annexes, and the other reports and accompanying exhibits that we have filed with the Securities and Exchange Commission relating to the Financing Transaction and which are incorporated into the proxy statement by reference.

The Special Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at https://www.cstproxy.com/leaptx/sm2025. You can attend the Special Meeting online, vote your shares during the online meeting and submit questions during the online meeting by visiting the above-mentioned Internet site.

Stockholders of record may vote in one of these four ways:

•

Vote over the Internet prior to the Special Meeting, by going to www.cstproxyvote.com (have your proxy card in hand when you access the website);

•

Vote by Telephone, by calling 1-866-894-0536 (have your proxy card in hand when you call);

•

Vote by Mail, if you received a printed copy of the proxy materials, by returning the enclosed proxy card (signed and dated) in the envelope provided; or

•

Vote online at the virtual Special Meeting, (have your proxy card in hand when you access the virtual meeting website).

If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.

A list of stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder for any purpose relevant to the meeting for at least ten days prior to [December 15], 2025. Please e-mail ir@leaptx.com if you wish to examine the stockholder list prior to the virtual Special Meeting. The stockholder list will be available in electronic form during the Special Meeting online at https://www.cstproxy.com/leaptx/sm2025.

Whether or not you plan to attend the Special Meeting online, we urge you to take the time to vote your shares. Further information about how to attend the Special Meeting online, vote your shares online during the Special Meeting and submit your questions online during the Special Meeting is included in the accompanying proxy statement.

By Order of the Board of Directors,

[•]

Christopher K. Mirabelli, Ph.D.
Cambridge, Massachusetts
[November 3], 2025

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [DECEMBER 15], 2025

The Company’s Notice of Special Meeting and Proxy Statement are are available on the Internet
at https://www.cstproxy.com/leaptx/sm2025.

TABLE OF CONTENTS

	PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS					1
	CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS					2
	QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING					3
	DISCUSSION OF THE FINANCING TRANSACTION					9
	INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON					12
	PROPOSAL NO. 1 – APPROVAL OF THE AUTHORIZED SHARE INCREASE PROPOSAL					13
	PROPOSAL NO. 2 – APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL					15
	PROPOSAL NO. 3 – APPROVAL OF THE LEAP THERAPEUTICS, INC. 2025 EQUITY INCENTIVE PLAN					23
	PROPOSAL NO. 4 – APPROVAL OF THE ISSUANCE OF UP TO 152,754,109 SHARES OF COMMON STOCK PURSUANT TO THE PRIVATE PLACEMENT ISSUANCE PROPOSAL					36
	PROPOSAL NO. 5 – APPROVAL OF THE ADJOURNMENT PROPOSAL					38
	EXECUTIVE COMPENSATION					39
	EQUITY COMPENSATION PLAN INFORMATION					51
	DIRECTOR COMPENSATION					51
	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT					54
	GENERAL MATTERS					57
	ANNEX A					A-1
	ANNEX B					B-1
	ANNEX C					C-1

TABLE OF CONTENTS

Leap Therapeutics, Inc.
47 Thorndike Street, Suite B1-1
Cambridge, MA 02141

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON [DECEMBER 15], 2025

This proxy statement is being furnished in connection with the solicitation of proxies by our Board of Directors (the “Board”) for use at the Special Meeting of Stockholders of Leap Therapeutics, Inc., (the “Special Meeting”) to be held virtually via the Internet at https://www.cstproxy.com/leaptx/sm2025 on [December 15], 2025 at 11 a.m., Eastern Time, and at any adjournment or postponement thereof.

We will hold the Special Meeting in a virtual format only, via the Internet, with no physical in-person meeting. Our stockholders will be able to attend, vote, and submit questions at the Special Meeting by visiting https://www.cstproxy.com/leaptx/sm2025. Further information about how to attend the Special Meeting online, vote your shares online during the meeting and submit questions during the meeting is included in this proxy statement.

As always, we encourage you to vote your shares in advance of the Special Meeting. You are entitled to vote if you are a stockholder of record as of the close of business on October 24, 2025. As used in this proxy statement, the terms “Leap,” “we,” “us,” and “our” mean Leap Therapeutics, Inc. unless the context indicates otherwise.

All proxies will be voted in accordance with the instructions contained in those proxies. If no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Special Meeting of Stockholders.

TABLE OF CONTENTS

CAUTIONARY INFORMATION REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference into this proxy statement, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which reflect our current views with respect to, among other things, our operations and financial performance. Such statements are based upon our current plans, estimates and expectations that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. These forward-looking statements generally can be identified by the use of words such as “anticipate,” “expect,” “plan,” “could,” “may,” “will,” “believe,” “estimate,” “forecast,” “goal,” “project,” and other words of similar meaning. These forward-looking statements address various matters including statements relating to the anticipated benefits and timing of the Financing Transaction and related transactions, the intended use of proceeds from the Financing Transaction, the assets to be held by the Company, the expected future market, price and liquidity of the digital assets the Company acquires, the macro and political conditions surrounding digital assets, the Company’s plan for value creation and strategic advantages, market size and growth opportunities, regulatory conditions, competitive position and the interest of other corporations in similar business strategies, technological and market trends, future financial condition and performance and the expected financial impacts of the proposed transactions described herein. Each forward-looking statement contained herein, and in our other reports or information the Company has or may file with the Securities and Exchange Commission (the “SEC”), is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statement. Applicable risks and uncertainties include, among others, the risk that the Financing Transaction and related transactions may not be completed in a timely manner or at all; failure to realize the anticipated benefits of the transactions and the proposed digital asset treasury strategy; changes in business, market, financial, political and regulatory conditions; risks relating to the Company’s operations and business, including the highly volatile nature of the price of cryptocurrencies; the risk that the price of the Company’s Common Stock may be highly correlated to the price of the digital assets that it holds; risks related to increased competition in the industries in which the Company does and will operate; risks relating to significant legal, commercial, regulatory and technical uncertainty regarding digital assets generally; risks relating to the treatment of crypto assets for U.S. and foreign tax purposes; our ability to comply with the continued listing requirements of the Nasdaq Capital Market (“Nasdaq”), as well as those risks and uncertainties identified under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on March 26, 2025 and other information the Company has or may file with the SEC.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND VOTING

Why am I receiving these materials?

The Company is sending these materials to stockholders to help them decide how to vote their shares of Common Stock with respect to the Stockholder Proposals to be considered at the Special Meeting to be held virtually at https://www.cstproxy.com/leaptx/sm2025 on [December 15], 2025 at 11 a.m., Eastern Time, and you should read them carefully.

The main proposals to be voted on at the Special Meeting are:

•

The “Authorized Share Increase Proposal” to amend the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”) to increase the number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as Common Stock, and to include clarifying language regarding the applicability of recently amended provisions of Section 242 of the DGCL.

•

The “Reverse Split Proposal” to permit the Board to amend the Charter and effect a reverse stock split of the Common Stock (the “Reverse Stock Split”) at a ratio to be determined within a range of one-for-five (1:5) and one-for-twenty (1:20) (or any number in between), to be effected in the sole discretion of the Board at any time within one year of the date of the Special Meeting without further approval or authorization from the Company’s stockholders.

•

The “EIP Proposal” to adopt the Company’s 2025 Equity Incentive Plan to allow for the grant of securities to employees, directors, advisors, and consultants.

•

The “Private Placement Issuance Proposal” to permit the Company, for the purpose of complying with Nasdaq Listing Rule 5635, to issue shares in excess of 19.99% of the Company’s outstanding Common Stock upon the exercise of certain warrants issued to purchasers in the Financing Transaction, which issuance, if it were to occur, would be considered a “change of control” under Nasdaq rules.

•

The “Adjournment Proposal” to permit, that if the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve any of the other proposals, our proxy holders to move to continue, adjourn or postpone the Special Meeting at that time in order to enable our board of directors to solicit additional proxies.

Holders of the Common Stock will not be entitled to appraisal, dissenters’ or similar rights in connection with these proposals.

Who is soliciting my vote?

The Board of Leap Therapeutics, Inc. is soliciting your vote for the proposals to be voted on at the Special Meeting.

Who can vote at the Special Meeting?

Our Board has fixed October 24, 2025 as the record date for the Special Meeting (the “Record Date”). If you are a stockholder of record as of the close of business on the Record Date, you are entitled to vote (in person at the virtual meeting or by proxy) all of the shares that you held on that date at the Special Meeting and at any postponement or adjournment thereof on each matter where such stockholder has voting power.

What happens if I sell my shares after the Record Date but before the Special Meeting?

If you transfer any of your shares of Common Stock after the Record Date but before the date of the Special Meeting, you will retain your right to vote at the Special Meeting.

TABLE OF CONTENTS

How many votes can be cast by all stockholders?

A total of 56,651,840 shares of Common Stock of Leap were outstanding as of the Record Date on October 24, 2025 and are entitled to be voted at the Special Meeting. Each share of Common Stock is entitled to one vote on each matter presented at the Special Meeting, subject to the voting limitations applicable to Proposal No. 4, as described immediately below. There is no cumulative voting.

Of the 56,651,840 shares of our Common Stock issued and outstanding and entitled to vote as of the Record Date, 15,212,311 shares of Common Stock were issued in connection with the transactions contemplated by the Securities Purchase Agreement (as defined below) and are not entitled to vote on Proposal No. 4 (as defined below) for the purposes of the listing rules of the Nasdaq Stock Market LLC (“Nasdaq”).

If you were issued shares of Common Stock in the same transaction in which you received Pre-Funded Warrants or Common Warrants, Nasdaq Stock Market LLC (“Nasdaq”) listing rules prohibit your votes with respect to such shares of Common Stock from being counted, for the purposes of the Nasdaq listing rules, in determining whether the stockholder approval with respect to the issuance of shares upon exercise of such Pre-Funded Warrants or Common Warrants is granted. Votes with respect to such shares of Common Stock will be counted for the purpose of approving the applicable proposal for the purposes of complying with Delaware law.

How do I attend the Special Meeting?

The Special Meeting will be conducted as a virtual meeting of stockholders. We will host the Special Meeting live online via webcast. You will be able to attend the Special Meeting online, vote your shares online during the Special Meeting and submit your questions online during the Special Meeting by visiting https://www.cstproxy.com/leaptx/sm2025. There will not be a physical meeting location and you will not be able to attend the Special Meeting in person. The webcast will start at 11:00 a.m., Eastern Time, on [December 15], 2025. You will need the control number included on your proxy card or voting instruction form in order to be able to enter the Special Meeting online. Information contained on this website is not incorporated by reference into this proxy statement or any other report we file with the SEC.

Online check-in will begin at [•] a.m., Eastern Time, on [December 15], 2025, and you should allow ample time for the online check-in proceedings. If you encounter any difficulties accessing the virtual Special Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Special Meeting log-in page. Technical support will be available starting at [•] a.m., Eastern Time, on the day of the Special Meeting.

How do I vote?

If you are a stockholder of record and your shares of Common Stock are registered directly in your name, you may vote:

•

By Internet. Go to the website of our tabulator, Continental Stock Transfer and Trust Company (“CST”) at www.cstproxyvote.com. Use the vote control number printed on the proxy card to access your account and vote your shares. You must specify how you want your shares voted or your Internet vote cannot be completed and you will receive an error message. Your shares will be voted according to your instructions. You must submit your Internet proxy before 11:59 p.m., Eastern Time, on [December 14], 2025, the day before the Special Meeting, for your proxy to be valid and your vote to count.

•

By Telephone. Call 1-866-894-0536, toll free from the United States, Canada and Puerto Rico, and follow the recorded instructions. You will need to have your proxy card in hand when you call. You must specify how you want your shares voted and confirm your vote at the end of the call or your telephone vote cannot be completed. Your shares will be voted according to your instructions. You must submit your telephonic proxy before 11:59 p.m., Eastern Time, on [December 14], 2025, the day before the Special Meeting, for your proxy to be valid and your vote to count.

•

By Mail. If you received a printed copy of the proxy materials, complete and sign your enclosed proxy card and mail it in the enclosed postage prepaid envelope to CST. CST must receive the proxy

TABLE OF CONTENTS

card no later than [December 14], 2025, the day before the Special Meeting, for your proxy to be valid and your vote to count. Your shares will be voted according to your instructions. If you do not specify how you want your shares voted, they will be voted as recommended by our Board.

•

Online virtually while attending the Special Meeting: If you attend the Special Meeting online, you may vote your shares online while virtually attending the Special Meeting by visiting https://www.cstproxy.com/leaptx/sm2025. You will need your control number included on your proxy card in order to be able to vote during the virtual Special Meeting.

If your shares of Common Stock are held in street name (held for your account by a broker or other nominee), you may vote:

•

By Internet or by Telephone. You will receive instructions from your broker or other nominee if you are permitted to vote by internet or telephone.

•

By Mail. You will receive instructions from your broker or other nominee explaining how to vote your shares. You should follow those instructions.

•

Online while virtually attending the Special Meeting: You will receive instructions from your broker or other nominee explaining how you can vote your shares online during the virtual Special Meeting. You will need the control number included on your proxy card or voting instruction form in order to demonstrate proof of beneficial ownership and to be able to vote during the Special Meeting.

Who pays the cost for soliciting proxies?

This proxy is solicited on behalf of the Board of Leap. Leap will bear the cost of solicitation of proxies. This includes the charges and expenses of brokerage firms and others for forwarding solicitation material to beneficial owners of our outstanding Common Stock. Leap may solicit proxies by mail, personal interview, telephone or via the internet through its officers, directors and other management employees, who will receive no additional compensation for their services, or through a proxy solicitation firm, who will receive compensation for their services.

Can I change or revoke my vote?

If your shares are registered directly in your name, you may revoke your proxy and change your vote before or at the Special Meeting. To do so, you must do one of the following:

Vote over the Internet or by telephone prior to the Special Meeting as instructed above. Only your latest Internet or telephone vote submitted prior to the Special Meeting is counted. You may not change your vote over the Internet or by telephone after 11:59 p.m., Eastern Time, on [December 14], 2025, the day before the Special Meeting.

Sign a new proxy card and submit it by mail as instructed above. Only your latest dated proxy that was received by CST by 11:59 p.m., Eastern Time, on [December 14], 2025 will be counted.

Attend the virtual Special Meeting and vote online as instructed above. Attending the virtual Special Meeting will not revoke your Internet vote, telephone vote or proxy submitted by mail, as the case may be.

If your shares are held in street name, you may submit new voting instructions by contacting your broker or other nominee. You may also vote your shares online while virtually attending the Special Meeting, which will have the effect of revoking any previously submitted voting instructions.

Will my shares be voted if I do not return my proxy or do not provide specific voting instructions on the proxy card or voting instruction form that I submit?

If your shares are registered directly in your name, your shares will not be voted if you do not vote over the Internet prior to the Special Meeting, by telephone, by returning your proxy by mail, or online at the virtual Special Meeting. If you indicate when voting on the Internet or by telephone that you wish to vote as

TABLE OF CONTENTS

recommended by our Board or sign and return a proxy card without giving specific voting instructions, your shares will be voted as recommended by our Board on all matters presented in this proxy statement at the Special Meeting.

If your shares are held in street name, your broker or other nominee may, under certain circumstances, vote your shares if you do not timely return your voting instructions. Brokers and other nominees can vote their customers’ unvoted shares on discretionary matters but cannot vote such shares on non-discretionary matters. If you do not timely return a proxy to your broker or other nominee to vote your shares, your broker or other nominee may, on discretionary matters, either vote your shares or leave your shares unvoted.

We encourage you to timely provide voting instructions to your broker or other nominee. This ensures that your shares will be voted at the Special Meeting according to your instructions.

How many shares must be present to hold the Special Meeting?

The holders of at least a majority of the issued and outstanding shares entitled to vote, present in person or represented by proxy, must be present to hold the Special Meeting and conduct business. This is called a quorum. Abstentions and “broker non-votes,” if any, will be counted as present and entitled to vote for purposes of determining whether a quorum is present for the transaction of business at the Special Meeting.

“Broker non-votes” are shares represented at the Special Meeting held by brokers, bankers or other nominees (i.e., in “street name”) and do not vote on a particular proposal because the nominee does not have discretionary voting power with respect to that item and has not received instructions from the beneficial owner. Generally, brokerage firms may vote on “discretionary” or “routine” items. In contrast, brokerage firms may not vote on “non-discretionary” items. Accordingly, if you do not instruct your broker how to vote your shares on “non-discretionary” matters, your broker will not be permitted to vote your shares on these matters. This is a “broker non- vote.”

If a quorum is not present, we expect to adjourn the Special Meeting until we obtain a quorum. Shares present virtually during the Special Meeting will be considered shares of Common Stock represented in person at the Special Meeting.

When are this proxy statement and the accompanying material scheduled to be sent to stockholders?

This proxy statement and accompanying proxy card, or for shares held in street name (held for your account by a broker or other nominee), voting instruction form, are scheduled to be first sent to stockholders beginning on or about [November 3], 2025.

What vote is required to approve each item?

Required Vote — Approval of the Authorized Share Increase Proposal (Proposal No. 1). The affirmative vote of a majority of shares of our Common Stock entitled to vote is required to approve the Authorized Share Increase Proposal. We believe that Proposal No. 1 is a non-discretionary matter. Broker non-votes (if any) and abstentions will have the same effect as votes cast “against” the proposal.

Required Vote — Approval of the Reverse Stock Split Proposal (Proposal No. 2). The affirmative vote of a majority of votes cast “for” the proposal must exceed the votes cast “against” the proposal for the approval of the Reverse Stock Split Proposal. We believe that Proposal No. 2 is a non-discretionary matter. Broker non-votes (if any) and abstentions will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.

Required Vote — Approval of the EIP Proposal (Proposal No. 3). The affirmative vote of a majority of the votes cast “for” the proposal by stockholders present, in person or by proxy, and entitled to vote at the Special Meeting, will be required to approve the EIP Proposal. We believe that Proposal No. 3 is a non-discretionary matter. Abstentions will have the same effect as votes cast “against” the proposal. Broker non-votes (if any) will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.

TABLE OF CONTENTS

Required Vote — Approval of the Private Placement Issuance Proposal (Proposal No. 4). The affirmative vote of a majority of the votes cast “for” the proposal by stockholders present, in person or by proxy, and entitled to vote on this Proposal No. 4 at the Special Meeting, will be required to approve the Private Placement Issuance Proposal. We believe that Proposal No. 4 is a non-discretionary matter. Abstentions will have the same effect as votes cast “against” the proposal. Broker non-votes (if any) will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal. See Proposal No. 4 for discussion of additional voting limitations applicable to certain stockholders with respect to this proposal.

Required Vote — Approval of the Adjournment Proposal (Proposal No. 5). The affirmative vote of a majority of the votes cast “for” the proposal by stockholders present, in person or by proxy, and entitled to vote at the Special Meeting, will be required to approve the Adjournment Proposal. We believe that Proposal No. 5 is a non-discretionary matter. Abstentions will have the same effect as votes cast “against” the proposal. Broker non-votes (if any) will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.

If the Special Meeting is postponed for any purpose, at any subsequent reconvening of the Special Meeting, your proxy will be voted in the same manner as it would have been voted at the original convening of the Special Meeting unless you withdraw or revoke your proxy.

How does the Board recommend that I vote?

Our Board unanimously recommends that you vote your shares:

•

“FOR” the Authorized Share Increase Proposal;

•

“FOR” the Reverse Stock Split Proposal;

•

“FOR” the EIP Proposal;

•

“FOR” the Private Placement Issuance Proposal; and

•

“FOR” the approval of the Adjournment of the Special Meeting.

Could other matters be decided at the Special Meeting?

No business may be transacted at the Special Meeting except that referred to in the Notice of the Special Meeting, or in a supplemental notice given also in compliance with the provisions of the Company’s Amended and Restated By-laws, or such other business as may be germane or supplementary to the business that is stated in the Notice of the Special Meeting or any supplemental notice. The Company does not know of any other matters that may be presented for action at the Special Meeting other than the Authorized Share Increase Proposal, the Reverse Split Proposal, the EIP Proposal, the Private Placement Issuance Proposal and the Adjournment Proposal.

What happens if the Special Meeting is postponed?

Your proxy may be voted at the postponed meeting. You will still be able to change your proxy until it is voted.

Where can I find the voting results of the Special Meeting?

The preliminary voting results will be announced at the Special Meeting if known at that time, or otherwise will be disclosed on a Current Report on Form 8-K within four business days after the date of the Special Meeting. All reports the Company files with the SEC are publicly available when filed.

Will a stockholder list be available for review?

A complete list of registered stockholders entitled to vote at the Special Meeting will be available for examination by any stockholder, for any purpose related to the meeting, for ten days prior to the meeting during ordinary business hours at our principal offices located at 47 Thorndike Street, Suite B1-1, Cambridge, Massachusetts 02141, and throughout the Special Meeting.

TABLE OF CONTENTS

Who should I call if I have any additional questions?

If you hold your shares directly, please call Douglas E. Onsi, Secretary of the Company, at (617) 218-1116. If your shares of Common Stock are held in street name, please contact the telephone number provided on your voting instruction form or contact your broker or nominee holder directly.

TABLE OF CONTENTS

DISCUSSION OF THE FINANCING TRANSACTION

Introduction

We have called the Special Meeting to ask our stockholders to support proposals that are critical in order to fully execute the intent behind the Company’s Financing Transaction and to provide the Company with additional financial flexibility with respect to future issuances of equity.

Overview of the Financing Transaction

During 2025, our management and the Board continued to evaluate our available capital in view of general economic conditions, the market reaction to our clinical trial results, and the conditions in the biopharmaceutical industry specifically, and in view of our efforts to develop, obtain regulatory approval for and commercialize our products. To address our capital needs, our management and the Board determined that it would be prudent to explore various alternatives to increase capital, including methods of generating capital through licensing, mergers or strategic combinations, and the sale of debt or equity securities through a private placement, public offering or rights offering. The Company retained JPMorgan to engage with large pharmaceutical companies and Raymond James to conduct a strategic alternatives process focused on reverse merger opportunities. Neither of these processes resulted in a transaction. After considering our strategic alternatives, declining cash balance, and available options in consultation with our financial advisors, our management proposed to the Board that we explore the feasibility of selling equity securities in a private placement that included a digital asset treasury strategy, and the Board authorized us to investigate this method of raising capital.

Following negotiations with several interested parties, the Board approved a $58.88 million private placement led by Winklevoss Capital and all related agreements and transactions, which was completed on October 6, 2025, after the Board determined that the transaction was fair to, and in the best interest of the Company and its stockholders. Each member of the Board reviewed the drafts of the Securities Purchase Agreement, the Pre-Funded Warrants, the Common Stock Warrants, the Registration Rights Agreement, the Lead Investor Agreement and the related transaction documents and approved the execution of the transaction documents, each in substantially the form presented to the Board and as described in further detail below, and the transactions contemplated by the Securities Purchase Agreement.

Securities Purchase Agreement

On October 6, 2025, the Company entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with the investors named therein (the “Purchasers”), for the private placement (the “Private Placement”) of (i) an aggregate of 15,212,311 shares (the “Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), at an offering price of $0.52064 per share, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to an aggregate of 80,768,504 shares of Common Stock (the “Pre-Funded Warrant Shares”) at an offering price of $0.51964 per Pre-Funded Warrant, each exercisable for one share of Common Stock at the exercise price of $0.001 per Pre-Funded Warrant Share, and (iii) common warrants (the “Common Warrants” and together with the Shares and Pre-Funded Warrants, the “Securities”) to purchase up to an aggregate of 71,985,605 shares of Common Stock (the “Common Warrant Shares”), each exercisable for one share of Common Stock at the exercise price of $0.5335 per Common Warrant Share.

The Private Placement closed on October 8, 2025 (the “Closing Date”). The aggregate gross proceeds of the Private Placement were approximately USD $58.88 million, before deducting fees and expenses.

The Common Warrants are exercisable in cash or by means of a cashless exercise. They will expire on the tenth anniversary of their date of issuance. The exercise price and the number of shares of Common Stock issuable upon exercise of each Common Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Common Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (with 61 days’ notice required for increases),

TABLE OF CONTENTS

but not to any percentage in excess of 19.99%. The Pre-Funded Warrants are exercisable in cash or by means of a cashless exercise and will not expire until the date such Pre-Funded Warrants are fully exercised. The unfunded exercise price of each Pre-Funded Warrant will equal $0.001 per underlying Pre-Funded Warrant Share. The exercise price and the number of shares of Common Stock issuable upon exercise of each Pre-Funded Warrant is subject to appropriate adjustment in the event of certain stock dividends, stock splits, stock combinations, or similar events affecting the Common Stock. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of Common Stock beneficially owned by the holder thereof (together with its affiliates) immediately following such exercise would exceed a specified beneficial ownership limitation; provided, however, that a holder may increase or decrease the beneficial ownership limitation by giving notice to the Company (with 61 days’ notice required for increases), but not to any percentage in excess of 19.99%.

The Company intends to use the net proceeds from the Private Placement for its recently announced digital asset treasury strategy, pursuant to which the Company plans to pursue a number of strategic initiatives involving investment in tokens and digital asset treasury activities. The Company will also use a portion of the proceeds to continue development of the Company’s therapeutic programs, including FL-501 and sirexatamab, as well as to pay the transaction costs and fees, and for working capital and general corporate purposes.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, other obligations of the parties and termination provisions. Pursuant to the Securities Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of the Company’s securities for a period beginning on the date of the Securities Purchase Agreement until the thirtieth (30th) day following the Closing Date, subject to certain exceptions.

The Securities issued pursuant to the Securities Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws and were issued pursuant to the exemption from registration provided for under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D of the Securities Act and in reliance on similar exemptions under applicable state laws. The Company relied on this exemption from registration based in part on representations made by the Purchasers. The Securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Registration Rights Agreement

In connection with the Private Placement, the Company and the Purchasers entered into a Registration Rights Agreement, dated October 6, 2025 (the “Registration Rights Agreement”), providing for the registration for resale of the Shares, the Common Warrant Shares, and the Pre-Funded Warrant Shares on an effective registration statement, pursuant to a registration statement (the “Resale Registration Statement”) to be filed with the U.S. Securities and Exchange Commission (the “SEC”) no later than thirty (30) days following the written demand by any Purchaser. The Company has agreed to use commercially reasonable efforts to cause the Resale Registration Statement to be declared effective as promptly as possible, but in no event later than the tenth (10th) calendar day following its filing date, or, in the event of a review by the SEC, the seventy-fifth (75th) calendar day following the filing date (provided, that if the SEC is closed for operations due to a government shutdown, the effectiveness date shall be extended by the same number of trading days on which the SEC remains closed), and to keep the Resale Registration Statement continuously effective from the date on which the SEC declares the Resale Registration Statement to be effective until (i) the date on which the Purchasers shall have resold or otherwise disposed of all the Registrable Securities (as such term is defined in the Registration Rights Agreement) covered thereby, or (ii) the date on which the Registrable Securities may be resold by the Purchasers without registration and without regard to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the current public information requirement under Rule 144 or any other rule of similar effect.

The Company has granted the Purchasers customary indemnification rights in connection with the Registration Rights Agreement. The Purchasers have also granted the Company customary indemnification rights in connection with the Registration Rights Agreement.

TABLE OF CONTENTS

The foregoing descriptions of the Securities Purchase Agreement, Registration Rights Agreement, the Common Warrants and the Pre-Funded Warrants are not complete and are qualified in their entirety by reference to the forms of Securities Purchase Agreement, Registration Rights Agreement, Common Warrant and Pre-Funded Warrant, which are filed as exhibits to a Current Report on Form 8-K filed on October 9, 2025 (the “Closing Form 8-K”), and incorporated herein by reference.

Lead Investor Agreement

On October 6, 2025, the Company entered into a Lead Investor Agreement (the “Lead Investor Agreement”) with Winklevoss Treasury Investments, LLC (the “Lead Investor”) to secure the commitment of the Lead Investor in the Private Placement. Pursuant to the Lead Investor Agreement, as of the Closing Date, the Board increased the size of the Board to twelve members and, subject to applicable corporate governance requirements, granted the Lead Investor the right to nominate two directors to the Board to fill the vacancies (the “Investor Designees”), one of whom shall act as chair of the Board. From and after the Closing Date, so long as the Lead Investor continues to beneficially own at least 16.7% of the Common Stock, the Lead Investor shall have the right to designate two Investor Designees, one of whom shall also be chair of the Board, and for so long as the Lead Investor continues to beneficially own at least 8.33% but less than 16.7% of the Common Stock, the Lead Investor shall have the right to designate one Investor Designee, who shall also be the chair of the Board. The Company has agreed to use its reasonable best efforts to cause the Investor Designees to be elected to the Board (including recommending that the Company’s stockholders vote in favor of the election of the Investor Designees). The Lead Investor Agreement also contains customary representations and warranties, confidentiality provisions and limitations on liability.

The foregoing description of the Lead Investor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Lead Investor Agreement, a copy of which was attached as an exhibit to the Closing Form 8-K, and incorporated herein by reference.

Placement Agent Agreement

Parcrest International (“Parcrest”) served as the Company’s placement agent in connection with the Private Placement. The Company paid Parcrest $1.5 million, of which $1.0 million was paid in cash and the remainder in the form of warrants (the “Placement Agent Warrants”), which were of the same series and have the same terms as the Common Warrants, to purchase up to 4,000,000 shares of Common Stock. The Placement Agent agreed that it shall not sell, transfer, assign, pledge, or otherwise dispose of any of the Placement Agent Warrants or the warrant shares underlying the Placement Agent Warrants for a period of six (6) months following their issuance date, except with the prior written consent of both the Company and the Lead Investor.

Additional Information

This summary of the Financing Transaction is intended to provide you with basic information concerning those items. However, it is not a substitute for reviewing our periodic reports filed with the SEC, including our annual report for the fiscal year ended December 31, 2024, our quarterly reports and our current reports. Aspects of the Financing Transaction involve risks and uncertainties, including those described or otherwise referred to in the section of this Proxy Statement entitled “Cautionary Information Regarding Forward-Looking Statements.”

TABLE OF CONTENTS

INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON

Interests of Directors and Executive Officers

As described under the caption “Discussion of the Financing Transaction”, Winklevoss Capital, as Lead Investor, has the right to nominate two Investor Designees as directors of the Board, one of whom shall act as chair of the Board. If the Investor Designees are appointed to the Board or to executive officer positions prior to the Special Meeting, each of the Investor Designees and Winklevoss Capital, as the largest owner of Pre-Funded Warrants and Common Warrants, will have an interest in the matters discussed herein, particularly with regard to Proposal No. 4.

Except as discussed above, none of our directors or executive officers have a substantial interest, direct or indirect, in the matters set forth herein.

TABLE OF CONTENTS

PROPOSAL NO. 1 — APPROVAL OF THE AUTHORIZED SHARE INCREASE PROPOSAL

The Board is requesting stockholder approval of an amendment to the Company’s Fourth Amended and Restated Certificate of Incorporation (the “Charter”), to increase the the total number of shares that the Company is authorized to issue from two hundred fifty million (250,000,000) shares to five hundred million (500,000,000) shares, of which four hundred ninety million (490,000,000) shall be designated as Common Stock, and to include clarifying language regarding the applicability of recently amended provisions of Section 242 of the DGCL (the “First Charter Amendment”). This description is qualified in its entirety by the full text of the proposed First Charter Amendment that is attached as Annex A to this proxy statement.

Background

In order to ensure sufficient shares of Common Stock will be available for future issuance by the Company, the Board has approved, subject to stockholder approval, an amendment to our Charter to increase the number of shares authorized for issuance from 250,000,000 to 500,000,000 shares, of which 490,000,000 shares shall be Common Stock. You are being asked to consider and act upon this proposal to approve the First Charter Amendment which is attached as Annex A to this proxy statement. It is important that the Company have an appropriate number of authorized but unissued shares following the Financing Transaction to provide the Company with the flexibility to, among other things, undertake important strategic initiatives the Board may approve from time to time.

Under Delaware law, we may only issue shares of Common Stock to the extent such shares have been authorized for issuance under our Charter. From time-to-time, we issue shares of our Common Stock in connection with capital raises to fund operations and for other general corporate purposes. Upon each of these occurrences, the amount of available authorized shares decreases. Our Charter currently authorizes the issuance of up to 240,000,000 shares of Common Stock. However, as of October 24, 2025, 56,651,840 shares of Common Stock were issued and outstanding and 168,999,660 shares were reserved for issuance under outstanding warrants (including, but not limited to, 80,768,504 Pre-Funded Warrant Shares issuable upon exercise of the Pre-Funded Warrants, 71,985,605 Common Warrant Shares issuable upon exercise of the Common Warrants issued pursuant to the Financing Transaction and 4,000,000 Common Warrant Shares issuable upon exercise of the Placement Agent Warrants), and our equity compensation plans pursuant to outstanding and yet to be issued equity awards under the Company’s equity incentive plans. The proposed increase in the authorized Common Stock from 240,000,000 shares to 490,000,000 shares would provide the Company with the ability to issue additional equity and equity linked securities in the future to fund its operations and expected growth, and for other general corporate purposes.

In addition, the First Charter Amendment includes clarifying language intended to affirm that certain recent amendments to the DGCL apply to the Company. New Section 242(d) of the DGCL was enacted in August 2023, and it modified the statutory voting standard for stockholders to approve certain types of charter amendments, including the statutory voting standard required on charter amendments to effect certain increases or decreases in the authorized number of shares of a class of stock, or to effect recapitalizations, such as a reverse stock split. The proposed amendment is included to clarify that the “majority of the votes cast” voting standard provided by Section 242(d) of the DGCL applies to the Company when available.

Purpose and Effect of the Increase in the Amount of the Company’s Authorized Common Stock

It is important that the Company have an appropriate number of authorized but unissued shares, including following any potential exercise of warrants for Common Stock. This will provide the Company with the flexibility to, among other things, undertake important strategic initiatives the Board may approve from time to time.

We do not have any arrangements, commitments or understandings to issue any shares of our capital stock except in connection with our existing stock options and the Financing Transaction which was completed on October 8, 2025.

The Board is not currently aware of any attempt to take over or acquire the Company. While it may be deemed to have potential anti-takeover effects, the proposed First Charter Amendment to increase the authorized Common Stock is not prompted by any specific effort or takeover threat currently perceived by management.

TABLE OF CONTENTS

As of October 24, 2025, there were:

•

56,651,840 shares of Common Stock outstanding

•

80,768,504 shares exercisable upon exercise of pre-funded warrants at an exercise price of $0.001 per share

•

75,985,605 shares exercisable upon exercise of warrants at an exercise price of $0.5355 per share

•

2,594,503 shares exercisable upon exercise of warrants at an exercise price of $21.10 per share

•

690,813 shares exercisable upon exercise of warrants at an exercise price of $19.50 per share

•

5,450 shares exercisable upon exercise of warrants at an exercise price of $0.10 per share

•

3,301,398 shares exercisable upon vesting and exercise of outstanding stock options issued under our equity incentive plans; and

•

5,653,287 shares available to be granted under our equity incentive plans.

We believe that the increase in the number of authorized shares of Common Stock is in the best interests of the Company and its stockholders.

If the Authorized Share Increase Proposal Is Not Approved

If Proposal 1 is not approved by the Stockholders, then the certificate of incorporation of the Company will not be amended to increase the amount of authorized shares of Common Stock.

If the Authorized Share Increase Proposal Is Approved

If the Authorized Share Increase Proposal is approved, the Company will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto and the authorized shares will be available for issuance. If the amendment is approved by the stockholders, the Board does not intend to solicit further stockholder approval prior to the issuance of any additional shares of Common Stock, unless stockholder approval is otherwise required by law or the Marketplace Rules of the Nasdaq Stock Market which require stockholder approval for certain issuances of stock.

The additional common stock to be authorized by adoption of the amendment would have rights identical to the currently outstanding common stock of the Company.

Vote Required; Recommendation of Board

The affirmative vote of a majority of shares of our Common Stock entitled to vote is required to approve the Authorized Share Increase Proposal. Broker non-votes (if any) and abstentions will have the same effect as votes cast “against” the proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE “FOR” THE AUTHORIZED SHARE INCREASE PROPOSAL.

TABLE OF CONTENTS

PROPOSAL NO. 2 — APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL

Overview

Our Board has deemed it advisable, has approved and is hereby soliciting stockholder approval of, an amendment to our Charter (the “Second Charter Amendment”) to effect the Reverse Stock Split at a ratio between one-for-five (1:5) and one-for-twenty (1:20) (the “Split Ratio Range”), in the form set forth in Annex B to this proxy statement. The Reverse Stock Split Proposal, if approved by stockholders, would not immediately cause a reverse stock split, but rather would grant authorization to our Board to effect a reverse stock split (without reducing the number of authorized shares of our Common Stock), if and when determined by our Board.

If we receive the required stockholder approval, our Board would have the sole authority to elect, at any time within one year of the date of the Special Meeting, whether or not to effect a reverse stock split. Even with stockholder approval of the Reverse Stock Split Proposal, our Board will not be obligated to pursue the Reverse Stock Split. Rather, our Board will have the flexibility to decide whether or not the Reverse Stock Split (and at what ratio within the Split Ratio Range) is in the best interests of the Company.

If approved by our stockholders and, following such approval, our Board determines that effecting a Reverse Stock Split is in the best interests of the Company and our stockholders, the Reverse Stock Split would become effective upon filing the Second Charter Amendment with the Secretary of State of the State of Delaware. As filed, the Second Charter Amendment would state the number of outstanding shares to be combined into one share of our Common Stock, at the ratio approved by our Board within the Split Ratio Range. The Second Charter Amendment would not change the par value of our Common Stock and would not impact the total number of authorized shares of our Common Stock. Therefore, upon effectiveness of the Reverse Stock Split, the number of shares of our Common Stock that are authorized and unissued will increase relative to the number of issued and outstanding shares of our Common Stock.

Although we are seeking approval to effect the Reverse Stock Split to regain compliance with Nasdaq’s minimum bid price requirement, as further described below, under Section 242(c) of the DGCL, our Board has reserved the right, notwithstanding our stockholders’ approval of the proposed Second Charter Amendment at the Special Meeting, to abandon the proposed Second Charter Amendment at any time (without further action by our stockholders) before the Second Charter Amendment is filed with the Secretary of State of the State of Delaware. Our Board may consider a variety of factors in determining whether or not to proceed with the proposed Second Charter Amendment, or the ratio of the Reverse Stock Split, including overall trends in the stock market, recent changes and anticipated trends in the per-share market price of our Common Stock, business developments, and our actual and projected financial performance.

Purpose of the Reverse Stock Split

Our objective in effectuating the Reverse Stock Split is to attempt to raise the per-share trading price of our Common Stock to meet Nasdaq’s continued listing requirements, which requires, among other things, that our Common Stock have a minimum per share bid price of $1.00 per share.

On October 23, 2025, the closing bid price for our Common Stock on Nasdaq Capital Market was $0.4676 per share. The Board also believes that a higher stock price may help generate investor interest in Leap among larger investment funds that have requirements around the minimum stock price of the companies that they own. If the Reverse Stock Split successfully increases the per share price of our Common Stock, the Board also believes this may increase the dollar value of the trading volume in our Common Stock and facilitate future financings by the Company.

Nasdaq Listing Requirements

Minimum Bid Requirement — Continued Listing

As previously reported, on March 12, 2025, the Company received a notification letter (the “Closing Bid Price Deficiency Letter”) from the Listing Qualifications staff of The Nasdaq Stock Market LLC

TABLE OF CONTENTS

notifying the Company that, based on the previous 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (“Rule 5550(a)(2)”). The Company had 180 days, or until September 8, 2025, to regain compliance with Rule 5550(a)(2) by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. Additionally, Nasdaq notified the Company that it might be eligible for an additional compliance period of 180 calendar days if, on September 8, 2025, the Company met the continued listing requirement for market value of publicly held shares and all other applicable standards for initial listing on the Nasdaq Capital Market (with the exception of the closing bid price requirement) based on the Company’s then most recent public filings and market information, and the Company provided written notice to Nasdaq of its intent to cure during such additional compliance period of 180 calendar days the deficiency in the Company’s compliance with the minimum closing bid price requirement of Rule 5550(a)(2), including, without limitation, by effecting a reverse stock split, if necessary.

On September 2, 2025, the Company submitted a request to Nasdaq for an additional 180 calendar day period to regain compliance with the minimum bid price requirement and gave notice of its intention to cure the deficiency during the second compliance period by effecting a reverse split, if necessary.

On September 10, 2025, the Company received a letter (the “Second Bid Price Grace Period Letter”) from Nasdaq advising that the Company has been granted an additional 180 calendar day period, or until March 9, 2026, to regain compliance with the minimum bid price requirement. The determination was based on the Company meeting the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market with the exception of the bid price requirement. The second 180 day period relates exclusively to the bid price deficiency, and the Company may be delisted during the 180 days for failure to maintain compliance with any other listing requirements which occurs during this period.

The Company monitors closely the closing bid price of its common stock, and the other listing requirements, and plans for regaining compliance with Rule 5550(a)(2). While the Company plans to review all available options, there can be no assurance that it will be able to regain compliance with the bid price requirement or maintain compliance with the other applicable listing requirements during the additional 180 calendar day compliance period ending on March 9, 2026. If compliance cannot be demonstrated by March 9, 2026, Nasdaq will provide written notification that the Company’s securities will be delisted. At that time, the Company may appeal Nasdaq’s determination to a Hearings Panel and be asked to provide a plan to regain compliance. There can be no assurance that the Company would appeal Nasdaq’s delisting determination or that such an appeal would be successful.

As a result, there can be no assurance that the Company will regain compliance or otherwise maintain compliance with any of the other listing requirements without executing the Reverse Stock Split. Failure to approve the Reverse Stock Split may have serious, adverse effects on the Company and its stockholders.

As of October 23, 2025, our Common Stock closed at $0.4676 per share on Nasdaq. The Reverse Stock Split, if effected, should have the immediate effect of increasing the price of our Common Stock as reported on Nasdaq, therefore reducing the risk that our Common Stock could be delisted from Nasdaq.

Our Board strongly believes that having flexibility to effect the Reverse Stock Split is necessary to maintain our listing on Nasdaq. Accordingly, the Board recommended that our stockholders approve the Reverse Stock Split Proposal to permit the Board to effect the Reverse Stock Split and directed that this proposal be submitted to our stockholders for approval at the Special Meeting.

Risks Associated with the Reverse Stock Split

There are risks associated with the Reverse Stock Split, including that the Reverse Stock Split may not result in an increase in the per share price of our Common Stock.

The Company cannot predict whether the Reverse Stock Split would increase the market price for our Common Stock. The history of similar stock split combinations for companies in like circumstances is varied. There is no assurance that:

•

the market price per share will achieve the Minimum Bid Price Requirement for a sufficient period for continued inclusion on Nasdaq Capital Market;

TABLE OF CONTENTS

•

the market price per share of our Common Stock after the Reverse Stock Split will rise in proportion to the reduction in the number of shares of our Common Stock outstanding before the effective time of the Reverse Stock Split (the “Reverse Stock Split Effective Time”);

•

the Reverse Stock Split will result in a per share price that will attract investors who do not trade in lower-priced stocks; and

•

the Reverse Stock Split would promote greater liquidity for our stockholders with respect to their shares.

In addition, the Reverse Stock Split would reduce the number of outstanding shares of our Common Stock without reducing the number of shares of available but unissued Common Stock, increasing the number of authorized but unissued shares of Common Stock. Therefore, the number of shares of our Common Stock that are authorized and unissued will increase relative to the number of issued and outstanding shares of our Common Stock following the Reverse Stock Split. The Board may authorize the issuance of the remaining authorized and unissued shares without further stockholder action for a variety of purposes, except as such stockholder approval may be required in particular cases by our Charter, applicable law, or the rules of any stock exchange on which our securities may then be listed. The issuance of additional shares would be dilutive to our existing stockholders and may cause a decline in the trading price of our Common Stock.

The market price of our Common Stock will also be based on the performance of the Company and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as an absolute number and as a percentage of the overall market capitalization of the Company may be greater than would occur in the absence of the Reverse Stock Split.

Principal Effects of the Reverse Stock Split on the Market for Our Common Stock

On October 23, 2025, the closing bid price for our Common Stock on the Nasdaq Capital Market was $0.4676 per share. By decreasing the number of shares of our Common Stock outstanding without altering the aggregate economic interest represented by the shares, we believe the market price would be increased. However, there can be no assurance that the market price of the Common Stock would rise to or maintain any particular level or that we would at all times be able to meet the requirements for maintaining the listing of our Common Stock on the Nasdaq Capital Market.

Principal Effects of the Reverse Stock Split on Our Common Stock

If our stockholders approve this Proposal No. 2, and if the Board determines to file the Second Charter Amendment to effect the Reverse Stock Split, the principal effect of the Second Charter Amendment would be to reduce the number of issued and outstanding shares of our Common Stock, in accordance with the Split Ratio Range. For example purposes, assuming 56,651,840 shares were outstanding as of the effective date of the Reverse Stock Split (which is the number of shares outstanding as of the Record Date), the number of issued and outstanding shares of our Common Stock would be reduced to between and including 11,330,368 shares and 2,832,592 shares.

If the Reverse Stock Split is effectuated, the total number of shares of our Common Stock that each stockholder holds would be reclassified automatically into the number of shares of our Common Stock equal to the number of shares of our Common Stock that each stockholder held immediately before the Reverse Stock Split divided by the ratio approved by Board within the Split Ratio Range. Effecting the Reverse Stock Split will not change the total authorized number of shares of our Common Stock. However, the reduction in the issued and outstanding shares would provide more authorized shares available for future issuance.

The Reverse Stock Split will be realized simultaneously for all shares of our Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time. The Reverse Stock Split will affect all holders of shares of our Common Stock outstanding immediately prior to the Reverse Stock Split Effective Time uniformly, and each such stockholder will hold the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as that stockholder held immediately prior to the Reverse Stock

TABLE OF CONTENTS

Split, except for immaterial adjustments that may result from the treatment of fractional shares as described below. The Reverse Stock Split will not change the par value of our Common Stock and will not reduce the number of authorized shares of our Common Stock. Our Common Stock issued pursuant to the Reverse Stock Split will remain fully paid and non-assessable. The Reverse Stock Split will not affect the Company’s continuing to be subject to the periodic reporting requirements of the Exchange Act.

Principal Effects of the Reverse Stock Split on Outstanding Options and Warrants

As of the Record Date, we had outstanding (a) stock options to purchase an aggregate of 3,301,398 shares of our Common Stock with exercise prices ranging from $1.81 to $99.00 per share, and (b) warrants to purchase an aggregate of 160,044,875 shares of our Common Stock with exercise prices ranging from $0.001 to $21.10 per share. Under the terms of the stock options and warrants, if and when the Reverse Stock Split becomes effective, the number of shares of our Common Stock covered by each of them would be divided by the number of shares being combined into one share of our Common Stock in the Reverse Stock Split, and the exercise or conversion price per share would be increased to a dollar amount equal to the current exercise or conversion price, multiplied by the number of shares being combined into one share of our Common Stock in the Reverse Stock Split. This results in the same aggregate price being required to be paid upon exercise as was required immediately preceding the Reverse Stock Split. The number of shares reserved under our 2016 Equity Incentive Plan (or 2016 Plan) and 2022 Equity Incentive Plan (or 2022 Plan) would decrease by the ratio approved by Board within the Split Ratio Range. If the 2025 EIP Proposal is approved at the Special Meeting and the 2025 EIP is adopted, the number of shares reserved under the 2025 EIP would also decrease by the ratio approved by the Board within the Split Ratio Range.

Principal Effects of the Reverse Stock Split on Legal Ability to Pay Dividends

Historically, our Board has not declared, nor does it have any plans to declare in the foreseeable future, any distributions of cash, dividends or other property, and we are not in arrears on any dividends. Therefore, we do not believe that the Reverse Stock Split would have any effect with respect to future distributions, if any, to holders of our Common Stock.

Accounting Matters

The Reverse Stock Split would not affect the par value of our Common Stock, which would remain unchanged at $0.001 per share. As a result, at the Reverse Stock Split Effective Time, the stated capital on our balance sheet attributable to our Common Stock would be reduced by the ratio approved by the Board within the Split Ratio Range. In other words, stated capital would be reduced by the ratio approved by the Board within the Split Ratio Range, and the additional paid-in capital account would be credited with the amount by which the stated capital is reduced. The per-share net income or loss and net book value of our Common Stock would be increased because there would be fewer shares of our Common Stock outstanding.

Procedure for Effecting Reverse Stock Split and Exchange of Stock Certificates

If the Leap stockholders approve the Second Charter Amendment, effecting the Reverse Stock Split Proposal, and if the Board still believes that the Reverse Stock Split is in the best interests of the Company and its stockholders, the Company will file the Second Charter Amendment with the Secretary of State of the State of Delaware following the determination by the Board of the appropriate Split Ratio Range. Beginning at the Reverse Stock Split Effective Time, each stock certificate representing pre-split shares will be deemed for all corporate purposes to evidence ownership of post-split shares.

As soon as practicable after the Reverse Stock Split Effective Time, stockholders will be notified that the Reverse Stock Split has been effected. The Company expects that the Company’s transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates. Holders of pre-split shares will be asked to surrender to the exchange agent stock certificates representing pre-split shares in exchange for stock certificates (or book-entry positions) representing post-split shares in accordance with the procedures to be set forth in a letter of transmittal to be sent by the Company. No new certificates (or book-entry positions) will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Shares held in book-entry form will be automatically exchanged. Any pre-split shares

TABLE OF CONTENTS

submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split shares. Stockholders should not destroy any stock certificate(s) and should not submit any certificate(s) unless and until requested to do so.

Outstanding Shares

Our Charter currently authorizes us to issue a maximum of 240,000,000 shares of Common Stock. Our issued and outstanding securities as of October 24, 2025, are as follows:

•

56,651,840 shares of Common Stock outstanding

•

80,768,504 shares exercisable upon exercise of pre-funded warrants at an exercise price of $0.001 per share

•

75,985,605 shares exercisable upon exercise of warrants at an exercise price of $0.5355 per share

•

2,594,503 shares exercisable upon exercise of warrants at an exercise price of $21.10 per share

•

690,813 shares exercisable upon exercise of warrants at an exercise price of $19.50 per share

•

5,450 shares exercisable upon exercise of warrants at an exercise price of $0.10 per share

•

3,301,398 shares exercisable upon vesting and exercise of outstanding stock options issued under our equity incentive plans; and

•

5,653,287 shares available to be granted under our equity incentive plans.

If stockholders approve Proposal No. 1 to adopt the Authorized Share Increase Proposal at the Special Meeting, the Company will file the First Charter Amendment which will increase the number of shares of Common Stock we are authorized to issue from 240,000,000 to 490,000,000, which, if approved, is expected to occur prior to the implementation of any Reverse Stock Split that may be approved by this Proposal No. 2.

Fractional Shares

No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split shares not evenly divisible by the number of pre-split shares for which each post-split share is to be reclassified, will be entitled, upon surrender to the exchange agent of certificates representing such shares, to a cash payment in lieu of any fractional shares they would otherwise be entitled to at a price equal to the fraction to which the stockholder would otherwise be entitled multiplied by the closing price of our Common Stock on the Nasdaq on the date of the filing of the Second Charter Amendment effecting the Reverse Stock Split. For the foregoing purposes, all shares of Common Stock held by a holder will be aggregated (thus resulting in no more than one fractional share per holder). The ownership of a fractional interest will not give the holder thereof any voting, dividend, or other rights except to receive payment therefor as described herein.

Stockholders should be aware that, under the escheat laws of the various jurisdictions where stockholders reside, where the Company is domiciled and where the funds will be deposited, sums due for fractional interests that are not timely claimed after the effective date of the split may be required to be paid to the designated agent for each such jurisdiction, unless correspondence has been received by the Company or the exchange agent concerning ownership of such funds within the time permitted in such jurisdiction. Thereafter, stockholders otherwise entitled to receive such funds will have to seek to obtain them directly from the state to which they were paid.

No Going Private Transaction

Notwithstanding the decrease in the number of outstanding shares following the Reverse Stock Split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

No Appraisal Rights

Under Delaware law, our Charter and our Bylaws, stockholders have no rights to exercise dissenters’ rights of appraisal with respect to the Reverse Stock Split.

TABLE OF CONTENTS

Potential Anti-Takeover Effect

Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, for example, by permitting issuances that would dilute the stock ownership of a person seeking to effect a change in the composition of the Board, or contemplating a tender offer or other transaction for the combination of the Company with another company, the Reverse Stock Split Proposal is not being proposed in response to any effort of which the Company is aware to accumulate shares of our Common Stock or obtain control of the Company, nor is it part of a plan by management to recommend a series of similar amendments to the Company’s Board of Directors and stockholders. The Board does not currently contemplate recommending the adoption of any actions that could be construed to affect the ability of third parties to take over or change control of the Company.

Certain Material U.S. Federal Income Tax Consequences of the Reverse Stock Split

The following is a summary of certain material U.S. federal income tax consequences of the Reverse Stock Split, if and when effected, for U.S. Holders (as defined below) of our Common Stock. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations promulgated thereunder, judicial authorities, and current administrative rulings and pronouncements, all as in effect on the date of this Proxy Statement. Changes to these authorities, or the interpretation thereof, could alter the tax consequences described below, possibly with retroactive effect, which could result in the U.S. federal income tax consequences of the Reverse Stock Split differing substantially from the consequences summarized below. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the U.S. federal income tax consequences of the Reverse Stock Split, and there can be no assurance the Internal Revenue Service or the courts will accept the positions expressed below. The following discussion is for information purposes only and does not constitute tax or legal advice.

This summary is not a complete analysis of all potential tax consequences of the Reverse Stock Split for holders of our Common Stock. It applies only to Common Stock that is held, both before and after the Reverse Stock Split, as a “capital asset,” as defined in the Code (i.e., generally, property held for investment). It does not address the tax consequences of the Reverse Stock Split under state, local, or non-U.S. tax laws or under gift, excise, or other non-income tax laws. This summary also does not address the tax consequences of transactions effectuated prior or subsequent to, or concurrently with, the Reverse Stock Split (whether or not entered into in connection with the Reverse Stock Split), or the tax consequences to holders of options, warrants or similar rights to acquire Common Stock. Finally, this summary does not address the tax consequences applicable in a holder’s particular circumstances or to holders that are subject to special tax rules, including without limitation banks, financial institutions, insurance companies, regulated investment companies, mutual funds, real estate investment trusts, personal holding companies non-U.S. entities, nonresident alien individuals, broker-dealers, traders, dealers in securities, tax-exempt entities, persons who hold Common Stock as a position in a hedging transaction, “straddle,” “conversion transaction,” or other integrated or risk reduction transaction (including transactions treated as a constructive sales under Section 1259 of the Code), persons who hold their Common Stock through individual retirement or other tax-deferred accounts, holders of Common Stock that have a functional currency for U.S. federal income tax purposes other than the U.S. dollar, holders who acquired their Common Stock in a transaction subject to subject to one or more non-recognition provisions of the Code, or holders who acquired their Common Stock pursuant to the exercise of employee stock options or otherwise as compensation. Holders of our Common Stock subject to particular tax rules, including without limitation those described in the preceding sentence, are urged to consult their own tax advisors regarding the consequences to them of the Reverse Stock Split.

If an entity that is treated as a partnership for U.S. federal income tax purposes holds our Common Stock, the U.S. federal income tax treatment of a partner in the partnership or other pass-through entity will generally depend upon the status of the partner, the activities of the partnership or other pass-through entity and certain determinations made at the partner level.

For purposes of this discussion, a U.S. Holder means a beneficial owner of our common stock that is: (i) an individual who is a citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in the United States or under the laws of the United States or any subdivision thereof, or the District of Columbia; (iii) an estate the income

TABLE OF CONTENTS

of which is includible in gross income for U.S. federal income tax purposes regardless of its source; or (iv) a trust (other than a grantor trust) if (A) a court within the United States is able to exercise primary supervision over the administration of the trust and one or more United States “persons” (within the meaning of Section 7701(a)(30) of the Code) have the authority to control all substantial decisions of the trust or (B) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a United States person for U.S. federal income tax purposes.

THIS SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. EACH STOCKHOLDER IS URGED TO CONSULT WITH SUCH STOCKHOLDER’S OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT, IF AND WHEN EFFECTED.

Tax Consequences of the Reverse Stock Split

We intend to treat the Reverse Stock Split, if and when effected, as a “recapitalization” for U.S. federal income tax purposes and therefore as a “reorganization” within the meaning of Section 368(a) of the Code, and the remainder of this summary assumes that the Reverse Stock Split will constitute a reorganization. As a result, a U.S. Holder generally will not recognize gain or loss in the Reverse Stock Split, except with respect to cash received in lieu of a fractional share of our Common Stock (as described below). A U.S. Holder’s aggregate tax basis in the shares of our Common Stock resulting from the reclassification generally will equal the U.S. Holder’s aggregate tax basis in its pre-Reverse Stock Split shares of Common Stock (excluding any portion of such basis that is allocated to any fractional share of our Common Stock resulting from the reclassification, as described below). A U.S. Holder’s holding period in the shares of our Common Stock resulting from the reclassification should include such U.S. Holder’s holding period in its pre-Reverse Stock Split shares of Common Stock. Treasury Regulations provide detailed rules for allocating the tax basis and holding period of the shares of our Common Stock held immediately prior to the Reverse Stock Split among the shares of our Common Stock resulting from the reclassification pursuant to the Reverse Stock Split. U.S. Holders should consult their tax advisors as to application of the foregoing rules where blocks of Common Stock were acquired at different times or at different prices.

Cash in Lieu of Fractional Shares

A U.S. Holder receiving cash in lieu of a fractional share of our Common Stock pursuant to the Reverse Stock Split will generally recognize capital gain or loss in an amount equal to the difference, if any, between the amount of cash received and the portion of the U.S. Holder’s tax basis in the shares of our Common Stock held immediately prior to the Reverse Stock Split that is allocated to such fractional share of Common Stock. Such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s holding period in its pre-Reverse Stock Split shares exceeds one year at the time of the Reverse Stock Split and otherwise will be short-term capital gain or loss. Long-term capital gains of non-corporate U.S. Holders are generally subject to preferential tax rates. There are limitations on the deductibility of capital losses under the Code.

Information Reporting and Backup Withholding

A holder of Common Stock may be subject to information reporting and backup withholding on cash paid in lieu of fractional shares in connection with the Reverse Stock Split. To avoid backup withholding, each holder of Common Stock that does not otherwise establish an exemption should provide its taxpayer identification number and comply with the applicable certification procedures. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules generally will be allowed as a refund or credit against a holder’s U.S. federal income tax liability, provided the required information is timely and properly furnished to the Internal Revenue Service. Holders of Common Stock should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption, as well as the procedures for obtaining a credit or refund if backup withholding is imposed.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT,

TABLE OF CONTENTS

IF AND WHEN EFFECTED, TO U.S. HOLDERS. IT IS NOT A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS THAT MAY BE IMPORTANT TO A PARTICULAR HOLDER. ALL HOLDERS OF OUR COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE SPECIFIC TAX CONSEQUENCES OF THE REVERSE STOCK SPLIT TO THEM, INCLUDING RECORD RETENTION AND TAX-REPORTING REQUIREMENTS, AND THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX LAWS.

Vote Required; Recommendation of Board

The affirmative vote of a majority of votes cast “for” the proposal must exceed the votes cast “against” the proposal for the approval of the Reverse Stock Split Proposal. Broker non-votes (if any) and abstentions will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.

If the proposal is approved, it will become effective upon the filing of the Second Charter Amendment with the Delaware Secretary of State, which will occur at the sole discretion of the Board of Directors within one year of such approval.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THIS PROPOSAL
NO. 2: TO GRANT THE BOARD AUTHORITY TO AMEND OUR CHARTER TO EFFECT A
REVERSE STOCK SPLIT.

TABLE OF CONTENTS

PROPOSAL NO. 3 — APPROVAL OF THE LEAP THERAPEUTICS, INC. 2025 EQUITY
INCENTIVE PLAN

OVERVIEW

The 2025 Equity Incentive Plan (the “2025 EIP”) provides for a total of 31,454,785 shares of Common Stock that can be covered by grants (including shares that were available for grant at the time under our 2016 Equity Incentive Plan and our 2022 Equity Incentive Plan).

The Company proposes to adopt the 2025 EIP (“2025 EIP Proposal”) to increase the number of shares authorized for issuance as incentives to our employees, consultants, and Board members. The Board recommends that our stockholders approve the number of shares authorized for issuance under the 2025 EIP to 22,500,000 shares, plus the number of shares that are or become available for grant at the time under our 2016 Equity Incentive Plan and our 2022 Equity Incentive Plan. In the event that the Reverse Stock Split Proposal is adopted by the stockholders at the Special Meeting and subsequently implemented by the Board, then the aggregate number of shares authorized for issuance under the 2025 EIP (as well as the shares that are or become available under our 2016 Equity Incentive Plan and our 2022 Equity Incentive Plan) will be proportionately reduced.

The following is a summary of the 2025 EIP, which is qualified in its entirety by the complete text of the 2025 EIP attached as Annex C to this Proxy Statement. To the extent the description below differs from the 2025 EIP text in Annex C, the text of the 2025 EIP governs the terms and provisions of the 2025 EIP. Because our executive officers and Directors are eligible to receive awards under the 2025 EIP, they may be deemed to have a personal interest in the adoption of this proposal.

PURPOSES OF THE PROPOSAL

The Board has determined that it is very important that we continue to maintain an equity incentive plan that provides us with sufficient flexibility to create meaningful incentives for our senior executives and other employees. Accordingly, the Board believes that approval of the 2025 EIP is of critical importance to the Company and the creation of stockholder value.

The Board believes that the 2025 EIP:

•

aligns the long-term interests of key employees and stockholders by creating a direct link between key employee compensation and stockholder return;

•

enables key employees to develop and maintain a substantial stock ownership in the Company; and

•

provides incentives for key employees to contribute to our success.

Based on an analysis of leading proxy advisory firms’ policies on equity-based compensation plans and the importance of long-term incentives in supporting the key objectives of our equity compensation program, and the equity incentive plans of our peer companies, management recommended, and the Board approved the proposed increase of 22,500,000 shares authorized for issuance under the 2025 EIP. The 2025 EIP would represent approximately 13.1% of our fully-diluted Common Stock as of October 24, 2025, taking into account the potential impact of shares issuable upon the the exercise of outstanding warrants and options to acquire shares of Common Stock, the vesting of outstanding restricted stock units, and the shares eligible for future grant under our equity incentive plans.

The Board has adopted the 2025 EIP, subject to stockholder approval. Our Board recommends a vote for approval of the 2025 EIP because it will allow us to continue to use equity-based incentives and promote the goals of our compensation strategy. Absent such approval, the 2025 EIP will not become effective. The 2025 EIP is being submitted to stockholders for approval. The Board believes it is in the best interest of the Company and its stockholders to approve the 2025 EIP.

In addition, when determining the number of shares authorized for issuance under the 2025 EIP, the Board and the compensation committee carefully considered the impact of the Financing Transaction on our equity incentive plans as a percentage of our fully-diluted capitalization, the potential dilution to our current stockholders, and the projected future share usage in order to recruit and retain employees.

TABLE OF CONTENTS

We expect that the shares available for future awards, including the additional shares if this proposal is approved by our stockholders, will be sufficient for awards under the 2025 EIP for the next two years. Expectations regarding future share usage could be impacted by a number of factors such as hiring and promotion activity at the executive level; whether future awards are in the form of stock options and restricted stock awards or in the form of full value awards; the rate at which shares are returned to the 2025 EIP reserve upon the expiration, forfeiture or cash settlement of awards; the future performance of our stock price; consequences of acquiring other companies; and other factors. While we believe that the assumptions we used are reasonable, future share usage may differ from current expectations.

ADDITIONAL INFORMATION ON OUTSTANDING AWARDS AND GRANTS

The following provides additional information on the total awards outstanding under our existing equity incentive plans as of December 31, 2024 and October 24, 2025, and total grants made under the existing plans.

Overhang

The following table provides certain additional information regarding total awards outstanding at December 31, 2024 and October 24, 2025.

	As of December 31, 2024			As of October 24, 2025
Total number of shares of Common Stock subject to outstanding stock options			6,416,744			3,301,398
Weighted-average exercise price of outstanding stock options		$	8.43		$	9.63
Weighted-average remaining term of outstanding stock options			8.43			5.48
Total number of shares of Common Stock available for grant under the existing equity incentive plans			986,563			5,653,387

Summary of the 2025 EIP

The key features of the 2025 EIP are summarized below. A copy of the 2025 EIP is attached as Annex C to this Proxy Statement and is incorporated herein by reference. We encourage you to read the 2025 EIP in its entirety. By voting in favor of this proposal, you will be voting to approve the adoption of the 2025 EIP.

Stock Subject to the Plan

The maximum number of shares of Common Stock which may be issued pursuant to or subject to awards of equity incentive awards is 31,454,785 shares, as may be adjusted from time to time due to the evergreen provision (as defined below).

Purpose and Types of Awards

The purpose of our 2025 EIP is to provide incentives that will attract, retain and motivate officers, employees, directors, consultants and advisors to promote the success of the Company’s business by aligning the economic interests of participants with those of our stockholders. Our 2025 EIP provides for the issuance of options, stock appreciation rights, restricted stock, restricted stock units, performance units and stock grants.

Administration

The 2025 EIP is administered by our compensation committee, and our compensation committee determines the terms and conditions applicable to awards under the 2025 EIP. Our compensation committee also determines who will receive awards under the 2025 EIP and the form of award to be granted. The compensation committee has complete authority to interpret the 2025 EIP, to prescribe, amend and rescind

TABLE OF CONTENTS

rules and regulations relating to it, to determine the terms and provisions of the respective award agreements (which need not be identical), and to make all other determinations necessary or advisable for the administration of the 2025 EIP. The compensation committee’s determinations made in good faith on matters referred to in the 2025 EIP are final, binding and conclusive on all participants, beneficiaries, heirs, assigns or other persons having or claiming any interest under the 2025 EIP or an award made pursuant to the 2025 EIP.

Our Board may delegate authority under the 2025 EIP to one or more committees of the Board (other than the compensation committee) or to two or more members of the Board, as it deems appropriate. Subject to compliance with applicable securities laws and the applicable stock exchange rules, our Board, in its discretion, may perform any action of our compensation committee under the 2025 EIP. Subject to compliance with applicable law and applicable stock exchange requirements, the compensation committee (or our Board of Directors or other committee of the Board, as applicable) may delegate all or part of its authority to an executive officer or officers, as it deems appropriate, with respect to awards to employees or consultants or advisors who are not executive officers or directors under Section 16 of the Exchange Act. Our compensation committee, our Board of Directors, any other committee or executive officer, as applicable, that has authority with respect to a specific award will be referred to as “the committee” in this description of the 2025 EIP.

Shares Subject to the 2025 EIP

Subject to adjustment described below, our 2025 EIP provides that the maximum aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2025 EIP is 31,454,785, which is calculated as follows: (i) 22,500,000 shares of common stock, plus (ii) 5,653,387 shares of common stock, which is the number of shares of common stock that remained available for awards under the 2016 Plan and the 2022 Plan as of October 24, 2025, plus (iii) 3,301,398 shares of common stock, which is the number of shares of common stock that are reserved for issuance for awards outstanding under the 2012 Plan, the 2016 Plan and the 2022 Plan as of October 24, 2025. The number of shares in (ii) above will be reduced by the number of shares subject to awards that are granted under the 2016 Plan and the 2022 Plan after October 24, 2025 and before the termination of the 2016 Plan and the 2022 Plan, if any. The number of shares in (iii) above will be reduced by the number of shares of common stock issued pursuant to awards that are outstanding under the 2016 Plan and the 2022 Plan on October 24, 2025 and expire unexercised, if any.

The 2025 EIP contains an evergreen provision (the “evergreen provision”), pursuant to which the number of shares of common stock authorized under the foregoing provisions will be increased each January 1 by an amount equal to four percent (4%) of the sum, without duplication, of (i) all outstanding shares of common stock as of the end of the immediately preceding calendar year, (ii) the total number of shares of common stock underlying any and all warrants (including, without limitation, pre-funded warrants) issued by the Company that are outstanding as of the end of the immediately preceding calendar year, regardless of whether such warrants (including, without limitation, pre-funded warrants) are then vested or unvested or exercisable or unexercisable for any or all of the shares of common stock underlying such warrants (including, without limitation, pre-funded warrants), (iii) the total number of shares of common stock underlying any and all convertible securities issued by the Company (including, without limitation, shares of convertible preferred stock, convertible notes or convertible debt issued by the Company) that are outstanding as of the end of the immediately preceding calendar year, regardless of whether such convertible securities are then vested or unvested or are then convertible or not convertible for any or all of the shares of Stock underlying such convertible securities, and (iv) the total number of shares of common stock underlying any and all convertible securities (including, without limitation, shares of convertible preferred stock of the Company) and/or warrants (including, without limitation, pre-funded warrants) issuable by the Company upon exercise of any and all warrants (including, without limitation, pre-funded warrants) issued by the Company that are outstanding as of the end of the immediately preceding calendar year or upon conversion of any and all convertible securities issued by the Company (including, without limitation, shares of convertible preferred stock, convertible notes or convertible debt issued by the Company) that are outstanding as of the end of the immediately preceding calendar year, in either case regardless of whether such outstanding warrants (including, without limitation, pre-funded warrants) are then vested or unvested or exercisable or unexercisable and/or whether such outstanding convertible securities are then vested

TABLE OF CONTENTS

or unvested or are then convertible or not convertible; provided, however, that the Company may act to provide that there will be no such January 1 increase in the number of shares of common stock authorized under the 2025 EIP for a given year or that the increase in the number of shares of common stock authorized under the 2025 EIP for a given year will be a lesser number than would otherwise occur pursuant to the foregoing provisions of this sentence.

If any options or stock appreciation rights terminate, expire, or are canceled, without having been exercised, or if any other awards are forfeited, the shares of our common stock not purchased by or issued to the holder or which are forfeited, will again be available for awards under the 2025 EIP. In addition, if any shares of our common stock are withheld or previously owned shares are delivered, in each case in payment of the exercise price of an option, the number of shares available for issuance under our 2025 EIP will be reduced only by the net number of shares actually issued upon exercise of the option. If any stock appreciation rights are exercised, the number of shares available under the 2025 EIP will be reduced only by the net number of shares actually issued on exercise. Shares of our common stock delivered to or withheld by the Company in satisfaction of withholding tax obligations incurred in connection with any award will again be available for awards under the 2025 EIP. If any awards are paid in cash, and not in shares of our common stock, any shares of our common stock subject to such awards will also be available for future awards. Shares of common stock issued pursuant to the 2025 EIP may be either authorized but unissued shares or shares held by the Company in treasury.

Director Grant Limitations

The maximum grant date value of shares of common stock subject to awards made to any nonemployee member of the Board during any calendar year, taken together with any cash fees earned by such non-employee director for services rendered during the calendar year, will not exceed $2,000,000 in total value, with the value of such awards calculated based on the grant date fair value of such awards for financial accounting purposes.

Adjustments

If, at any time after the effective date of the 2025 EIP, the outstanding shares of common stock are increased, decreased, or exchanged for a different number or kind of shares or other securities, or if additional shares or new or different shares or other securities are distributed with respect to shares of common stock, as a result of a reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar distribution with respect to such shares of common stock, an appropriate and equitable adjustment will be made in (i) the maximum numbers and kinds of shares available under the 2025 EIP and the individual share limits with respect to options and stock appreciation rights granted to any individual in any calendar year, (ii) the numbers and kinds of shares or other securities subject to the then outstanding awards, (iii) the exercise price for each share or other unit of any other securities subject to then outstanding options and stock appreciation rights (without change in the aggregate purchase price as to which such options or stock appreciation rights remain exercisable), and (iv) the repurchase price of each share of restricted stock then subject to a vesting restrictions in the form of a Company repurchase right.

In the event of any corporate action not specifically covered in the paragraph above, including but not limited to extraordinary cash dividends, a corporate separation or other reorganization or liquidation, the committee may make such adjustments to outstanding awards and their terms as the committee deems equitable and appropriate in the circumstances. The committee may make adjustments to the terms and conditions of awards in recognition of unusual or nonrecurring events affecting the Company or the financial statements of the Company or of changes in applicable laws, regulations or accounting principles, in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the 2025 EIP.

Eligibility

The committee may grant awards under the 2025 EIP to any officer or employee of, or consultant or advisor to, one or more of the Company and its affiliates or to any non-employee member of the Board or of any board of directors (or similar governing authority) of any affiliate of the Company. Incentive stock options may be granted only to our employees and employees of our parent or subsidiary corporations, as

TABLE OF CONTENTS

defined in Section 424 of the Code. As of October 24, 2025, approximately six employees, nine non-employee directors, and five consultants were eligible to participate in the 2025 EIP.

Vesting

The committee determines the vesting and exercisability terms of awards granted under our 2025 EIP. The committee may accelerate the vesting and exercisability of any award at any time, subject to compliance with Section 422 of the Code.

Options

Under our 2025 EIP, the committee determines the exercise price of the options granted and may grant options to purchase shares of common stock in such amounts and with such terms and conditions as it determines. The committee may grant options that are intended to qualify as incentive stock options under Section 422 of the Code, or non-qualified stock options, which are not intended to so qualify. The exercise price of an option granted under our 2025 EIP cannot be less than the fair market value of a share of our common stock on the date the option is granted. The aggregate number of shares of common stock that may be issued or transferred under the 2025 EIP pursuant to incentive stock options under Section 422 of the Code may not exceed 62,909,570 shares of common stock.

The exercise price for any option is generally payable in cash or by check. In certain circumstances as permitted by the committee, the exercise price may be paid by (i) the delivery of shares of our common stock with an aggregate fair market value on the date the option is exercised equal to the exercise price; (ii) by payment through a broker in accordance with procedures established by the Federal Reserve Board; or (iii) by withholding shares of common stock subject to the exercisable option which have a fair market value on the date of exercise equal to the aggregate exercise price. The term of an incentive stock option cannot exceed ten years from the date of grant. Except as provided in the award agreement, an option, to the extent then exercisable, may only be exercised while a participant is employed by, or providing service to, us or within three months after termination of employment or service.

Stock Appreciation Rights

Under our 2025 EIP, the committee may grant stock appreciation rights, which may be granted separately or in tandem with any option. Stock appreciation rights granted with a non-qualified stock option may be granted either at the time the non-qualified stock option is granted or any time thereafter while the option remains outstanding. Stock appreciation rights granted with an incentive stock option may be granted only at the time the grant of the incentive stock option is made. The committee will establish the base amount of the stock appreciation right, which will be equal to or greater than the fair market value of a share of our common stock as of the date of grant or in the case of a stock appreciation right granted in tandem with an option, the exercise price of the option. Upon exercising an option with a tandem stock appreciation right, the related stock appreciation right will terminate, and upon the exercise of a stock appreciation right, the related option will terminate, in each case to the extent of an equal number of shares of our common stock. When a participant exercises a stock appreciation right, the participant will receive the excess of the fair market value of the underlying common stock over the base amount of the stock appreciation right. The appreciation of a stock appreciation right will be paid in shares of our common stock, cash or both. Except as provided in the award agreement, stock appreciation rights, to the extent then exercisable, may only be exercised while a participant is employed by, or providing service to, us or within three months after termination of employment or service.

Stock Grants

Under our 2025 EIP, the committee may grant stock grants solely in recognition of significant prior or expected contributions to the success of the Company and its affiliates, as an inducement of employment, in lieu of compensation otherwise already due or in such other limited circumstances as the committee may determine. A stock grant may be made without any forfeiture conditions.

Restricted Stock

Shares of restricted stock may be issued under the 2025 EIP for consideration (if any) in cash, other property or services, or any combination thereof, as determined by the committee. The committee determines

TABLE OF CONTENTS

the vesting terms, if any, and all other terms and conditions of each restricted stock award. Unless otherwise provided in the 2025 EIP or the applicable award agreement, during the period in which the restricted stock is subject to restrictions, the participant will have all of the rights of a stockholder, including the right to vote the shares subject to the award and the right to receive dividends on the stock subject to the award (but any dividends or other distributions payable in shares of stock or other securities of the Company will constitute additional restricted stock, subject to the same risk of forfeiture as the shares of restricted stock in respect of which such shares of stock or other securities are paid). The committee may permit or require that cash dividends be deferred. Unless the committee determines otherwise, any unvested restricted stock award will be forfeited if the participant’s employment or service is terminated for any reason.

Restricted Stock Units

Under our 2025 EIP, the committee may grant restricted stock units. Each restricted stock unit entitles the participant to a share of stock, cash or combination of the two, as determined by the committee, at the end of the applicable vesting period. Restricted stock units may vest based on performance of services or specified performance goals, as the committee may determine, which vesting conditions may be waived by the committee as it deems appropriate. Restricted stock units will be paid upon vesting. The committee may determine that participants will be entitled to receive payments equivalent to any dividends declared on the shares of stock subject to the restricted stock units, but such dividend equivalents will only vest and be paid to the extent that the restricted stock units vest and are paid. All unvested restricted stock units are forfeited if the participant’s employment or service is terminated for any reason, unless the committee determines otherwise.

Performance Units

The committee may grant performance units which will entitle the recipient to the value of a specified number of shares of stock, over the initial value for such number of shares, if any, established by the committee at the time of grant, at the close of a specified performance period to the extent specified business objectives, including but not limited to performance goals, have been achieved. The committee will set performance goals or other business objectives in its discretion which will determine the number and value of performance units that will be paid out to the participant, subject to the extent to which the performance goals or other business objectives are achieved during the applicable performance period.

Payment of any earned performance units will be made in a single lump sum following the close of the applicable performance period, in cash or shares of common stock, as determined by the committee. The committee may permit participants to receive dividends declared with respect to stock which has been earned based on performance, but not yet paid to the participant. The committee may permit or require a participant to defer receipt of the payment of earned performance units, subject to such rules and procedures as the committee may establish.

For purposes of the 2025 EIP, performance goals for the applicable performance period will be established by the committee based on one or more of the following performance criteria: (i) net earnings (either before or after one or more of (A) interest, (B) taxes, (C) depreciation and (D) amortization), (ii) gross or net sales or revenue, (iii) net income (either before or after taxes), (iv) adjusted net income, (v) operating earnings or profit, (vi) cash flow (including, but not limited to, operating cash flow and free cash flow, (vii) return on assets, (viii) return on capital, (ix) return on stockholders’ equity, (x) total stockholder return, (xi) return on sales, (xii) gross or net profit or operating margin, (xiii) costs, (xiv) expenses, (xv) working capital, (xvi) earnings per share, (xvii) adjusted earnings per share, (xviii) price per share, (xix) regulatory body approval for commercialization of a product, (xx) implementation, completion or attainment of objectives relating to research, development, regulatory, commercial, or strategic milestones or developments; (xxi) market share, (xxii) economic value, (xxiii) revenue, (xxiv) revenue growth and (xxv) operational and organizational metrics. The performance goals may be expressed in terms of overall Company performance or the performance of a division, business unit, subsidiary, or an individual, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or affiliate, either individually, alternatively or in any combination, and measured either quarterly, annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the committee. The

TABLE OF CONTENTS

committee will determine whether or to what extent there will not be taken into account any of the following events that occurs during a performance period: (a) asset writedowns, (b) litigation, claims, judgments or settlements, (c) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results, (d) accruals for reorganization and restructuring programs and (e) any extraordinary, unusual, non-recurring or non-comparable items (A) as described in Accounting Standard Codification Section 225-20, (B) as described in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s Annual Report to stockholders for the applicable year, or (C) publicly announced by the Company in a press release or conference call relating to the Company’s results of operations or financial condition for a completed quarterly or annual fiscal period.

Transaction; Change of Control

In the event of a Transaction (defined below), the committee has the discretion to take any of the following actions with respect to all or any (or any portion of) outstanding awards, subject to the limitations set forth in the 2025 EIP.

•

provide that any awards will be assumed, or substantially equivalent rights will be provided in substitution therefor, by the acquiring or succeeding entity (or an affiliate thereof);

•

upon written notice to the holders, provide that all or any of the holders’ unexercised outstanding options and stock appreciation rights will terminate immediately prior to the consummation of such Transaction unless exercised within a specified period following the date of such notice;

•

provide that all or any awards that are subject to vesting will terminate or be forfeited or cancelled immediately prior to the consummation of such Transaction;

•

provide that all or any outstanding options and stock appreciation rights will accelerate so as to become exercisable prior to or upon such Transaction with respect to some or all of the shares of common stock for which any such options and stock appreciation rights would not then otherwise be exercisable by their terms;

•

provide that all or any outstanding awards that are subject to vesting will accelerate prior to or upon such Transaction with respect to part or all of any such awards;

•

provide for cash payments, net of applicable tax withholdings, to be made to holders equal to the excess, if any, of (A) the acquisition price times the number of shares of common stock subject to an option or stock appreciation right (to the extent the exercise price does not exceed the acquisition price) over (B) the aggregate exercise price for all such shares of common stock subject to the option or stock appreciation right, in exchange for the termination of such option or stock appreciation right; provided, that if the acquisition price does not exceed the exercise price of any such option or stock appreciation right, the committee may cancel that option or stock appreciation right without the payment of any consideration therefore prior to or upon the Transaction;

•

provide for cash payments, net of applicable tax withholdings, to be made to holder or holders of all or any awards (other than options) equal to the acquisition price times the number of shares of common stock subject to any such awards, in exchange for the termination of any such awards; provided, that the committee may terminate, cancel or cause the forfeiture of any such award that is not vested at the time of the consummation of such Transaction without the payment of any consideration therefor prior to or upon the Transaction;

•

provide that, in connection with a liquidation or dissolution of the Company, all or any awards (other than restricted stock or stock grants) will convert into the right to receive liquidation proceeds net of the exercise price thereof and any applicable tax withholdings; or

•

any combination of the foregoing.

If we experience a Change of Control (defined below), to the extent that the surviving entity declines to continue, convert, assume or replace outstanding awards in accordance with their respective terms, then, notwithstanding anything express or implied to the contrary above and subject to applicable law and the terms of the applicable award agreement:

•

any and all options and stock appreciation rights not already exercisable in full will fully accelerate and become fully exercisable;

TABLE OF CONTENTS

•

the vesting of any restricted stock or restricted stock units to the extent they vest based on the participant’s continued employment or service, will fully accelerate and become fully vested; and

•

all outstanding awards of restricted stock or restricted stock units conditioned on the achievement of performance goals or other business objectives and the payouts attainable under outstanding performance units will be deemed to have been satisfied as of the effective date of the Change of Control, except if and to the extent otherwise determined by the committee in its sole discretion at any time prior to, or upon, such Change of Control.

All such performance units and restricted stock units will be paid to the extent earned to participants in accordance with their terms within 30 days following the effective date of the Change of Control.

Under the 2025 EIP, a “Transaction” is generally (i) any merger or consolidation of the Company with or into another entity as a result of which the common stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (ii) any sale or exchange of all or substantially all of the outstanding common stock of the Company for cash, securities or other property, (iii) a sale or other disposition of all or substantially of our assets, or (iv) the dissolution or liquidation of the Company.

Under the 2025 EIP a “Change of Control” will have the meaning assigned to such term in the award agreement for the particular award or in any other agreement incorporated by reference into the award agreement for purposes of defining such term. In the absence of any other Change of Control definition in the award agreement (or in any other agreement incorporated by reference into the award agreement), Change of Control means the occurrence of any of the following:

•

a Transaction, unless securities possessing more than 50% of the total combined voting power of the survivor’s or acquiror’s outstanding securities (or the securities of any parent thereof) are held by a person or persons who held securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities immediately prior to that Transaction; or

•

any person or group of persons that, directly or indirectly, acquires, including but not limited to by means of a merger or consolidation, beneficial ownership of securities possessing more than 50% of the total combined voting power of the Company’s outstanding securities unless pursuant to a tender or exchange offer made directly to the Company’s stockholders that the Board recommends such stockholders accept, other than (i) the Company or any of its affiliates, (ii) an employee benefit plan of the Company or any of its affiliates, (iii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, or (iv) an underwriter temporarily holding securities pursuant to an offering of such securities; or

•

over a period of 36 consecutive months or less, there is a change in the composition of the Board such that a majority of the Board members (rounded up to the next whole number, if a fraction) ceases, by reason of one or more proxy contests for the election of Board members, to be composed of individuals who either (i) have been Board members continuously since the beginning of that period, or (ii) have been elected or nominated for election as Board members during such period by at least a majority of the Board members described in the preceding clause (i) who were still in office at the time that election or nomination was approved by the Board.

Withholding

The Company has the right to require participants to remit to the Company an amount sufficient to satisfy federal, state, local, foreign or other withholding tax requirements if, when, and to the extent required by law prior to the issuance of such shares of common stock in connection with any award granted under the 2025 EIP. The obligations of the Company under the 2025 EIP are conditional on satisfaction of all such withholding obligations and the Company, to the extent permitted by law, has the right to deduct any such taxes from any payment of any kind otherwise due to a participant or to utilize any other withholding method prescribed by the committee from time to time. Participants may elect, subject to the approval of the committee, to satisfy an applicable withholding requirement, in whole or in part, by having the Company withhold shares of common stock to satisfy their tax obligations. If shares of common stock are withheld to satisfy an applicable withholding requirement, the shares of common stock withheld will have a market

TABLE OF CONTENTS

value on the date the tax is to be determined equal to the minimum statutory total tax which could be imposed on the transaction unless the committee determines otherwise.

Transferability

Except as described below, awards are not transferable and no award or interest therein may be sold, transferred, pledged, assigned, other than by will or laws of descent and distribution. Except as permitted by the committee with respect to non-qualified stock options or restricted stock and subject to compliance with applicable securities laws, only a participant or the participant’s legal representative may exercise rights under an award during the participant’s lifetime.

Amendment; Termination

Our Board of Directors may amend, suspend or terminate our 2025 EIP at any time, subject to certain limitations set forth in the 2025 EIP. Unless the Board determines otherwise, no amendment of the 2025 EIP shall affect the terms of any award outstanding on the date of such amendment. Unless terminated sooner by our Board of Directors or extended with stockholder approval, our 2025 EIP will terminate immediately prior to the tenth anniversary of stockholder approval of the 2025 EIP.

Subject to the limitations set forth in the 2025 EIP, the committee may (i) amend the terms of any award; (ii) grant awards in substitution of awards granted by another issuer in return for the grant of new awards for the same or a different number of shares of common stock and on the same or different terms and conditions; and (iii) offer to buy out for a payment in cash or cash equivalents an award previously granted or authorize the recipient of an award to elect to cash out an award previously granted, based upon such terms and conditions as the committee determines.

Without the approval of the Company’s stockholders, no amendment or modification of the 2025 EIP by the Board may (i) increase the number of shares of common stock which may be issued under the 2025 EIP, (ii) change the description of the persons eligible for awards, or (iii) effect any other change for which stockholder approval is required by law or the rules of any relevant stock exchange.

No action by the Board or the committee pursuant to the 2025 EIP may impair the rights of the recipient of any award outstanding on the date of such amendment or modification of such Award, as the case may be, without the participant’s consent; except as otherwise permitted by the 2025 EIP or if the Board or committee, as the case may be, determines in its sole discretion that (i) such amendment or alteration either is required or advisable in order to comply with law or to meet the requirements of or avoid adverse financial accounting consequences under any accounting standard, or (ii) such amendment or alteration is not reasonably likely to significantly diminish the benefits provided under the award, or that any such diminution has been adequately compensated.

Option and Stock Appreciation Right Repricing

Subject to the approval of the Company’s stockholders, the Committee shall have discretionary authority, exercisable on such terms and conditions that it deems appropriate under the circumstances, to (i) implement cancellation/regrant programs pursuant to which outstanding options and stock appreciation rights are cancelled for new options or stock appreciation rights with a lower exercise price or base price, as applicable, (ii) cancel outstanding options or stock appreciation rights under the 2025 EIP with an exercise price or base price per share in excess of the then-current market value per share for consideration payable in cash or other equity securities of the Company or (iii) reduce the exercise price or base price in effect for outstanding options or stock appreciation rights under the 2025 EIP.

Establishment of Sub-Plans

The committee may modify the terms of any award granted under the 2025 EIP to a participant who is a resident or primarily employed outside of the United States as the committee deems appropriate to conform to the laws and regulations of the country in which the participant is a resident or primarily employed. The committee may establish supplements or sub-plans to, or amendments, restatements, or alterative versions of, the 2025 EIP for the purposes of granting and administering any such awards.

TABLE OF CONTENTS

Clawback

Subject to applicable law, the committee may provide in any award agreement that if a participant breaches any restrictive covenant agreement between the participant and the Company or one of our affiliates, or otherwise engages in activities that constitute cause either while employed by, or providing services to, the Company or any of our affiliates us or within a specified period of time thereafter, all awards held by the participant will terminate, and we may rescind any exercise of an option or stock appreciation right and the vesting of any other grant and delivery of shares upon such exercise or vesting, as applicable on such terms as the committee will determine, including the right to require that in the event of any rescission:

•

the participant must return the shares received upon the exercise of any option or stock appreciation right or the vesting and payment of any other awards; or

•

if the participant no longer owns the shares, the participant must pay to us the amount of any gain realized or payment received as a result of any sale or other disposition of the shares (if the participant transferred the shares by gift or without consideration, then the fair market value of the shares on the date of the breach of the restrictive covenant agreement or activity constituting cause), net of the price originally paid by the participant for the shares.

U.S. Federal Income Tax Consequences

The following discussion briefly summarizes certain material U.S. federal income tax consequences of awards to plan participants and the Company under the 2025 EIP. This summary is based upon an interpretation of present federal tax laws and regulations and may be inapplicable if such laws and regulations are changed. This summary is not a complete analysis of all potential tax considerations for plan participants or for the Company in connection with the 2025 EIP. It does not address all U.S. federal income tax considerations for plan participants, nor does it address state, local or non-U.S. tax considerations relating to the 2025 EIP. It also does not discuss considerations that may be relevant to a particular plan participant given their individual tax circumstances. The summary is provided for information purposes only and does not constitute tax or legal advice. To the extent that any awards under the 2025 EIP are subject to Section 409A of the Code, the following discussion assumes that such awards will be designed to conform to the requirements of Section 409A of the Code and the regulations promulgated thereunder (or an exception thereto). The 2025 EIP is not subject to the protective provisions of the Employee Retirement Income Security Act of 1974 and is not qualified under Section 401(a) of the Code.

Stock Options. Options issued under the 2025 EIP and designated as incentive stock options are intended to qualify as such under Section 422 of the Code.

A participant does not realize ordinary income and the Company is not entitled to a tax deduction on the grant of a stock option. Upon exercise of a non-qualified stock option, the participant will realize ordinary income equal to the excess of the fair market value of the shares of Common Stock over the option exercise price. The adjusted basis of the Common Stock received on exercise of the option is generally equal to the fair market value of those shares at the time of exercise, and upon a subsequent sale or other disposition of the Common Stock acquired under a nonqualified stock option, the optionee will generally recognize capital gain or loss measured by the difference, if any, between the amount realized on the sale or other disposition and that adjusted basis. Such capital gain (or loss) will be short-term if the Common Stock is disposed of within one year after the nonqualified stock option is exercised and long-term if the Common Stock is held more than 12 months from the date of exercise to the sale date. The Company is generally entitled to a tax deduction for the year in which a non-qualified stock option is exercised in an amount equal to the compensation income recognized by the optionee.

Upon exercise of an incentive stock option, the excess of the fair market value of the shares of common stock acquired over the option exercise price will be an item of tax preference to the participant, which may cause the participant to be subject to an alternative minimum tax for the year of exercise. If no disposition of the shares is made within the longer of two years from the date the option was granted or one year from the date the option was exercised, the participant does not realize taxable income as a result of exercising the incentive stock option; the participant will generally recognize a capital gain or loss on a sale or disposition of the shares; and the tax basis for measuring such gain or loss will be the option exercise price. If the participant disposes of the shares within the two-year or one-year periods referred to above (a

TABLE OF CONTENTS

“disqualifying disposition”), the participant will realize ordinary income at that time in an amount equal to the excess of the fair market value of the shares at the time of exercise (or the net proceeds of disposition, if less) over the option exercise price. The participant will also generally recognize capital gain or loss measured by the difference, if any, between the amount realized on the disposition and the fair market value at the time the option was exercised. If the optionee recognizes ordinary income upon a disqualifying disposition, the Comapny generally will be entitled to a tax deduction in the same amount. In the absence of a disqualifying disposition, the Company generally will not be entitled to a tax deduction with respect to the grant or exercise of an incentive stock option. If an incentive stock option is exercised at a time when it no longer qualifies as an incentive stock option, the option will be treated as a nonqualified stock option.

Stock Appreciation Rights. No ordinary income will be realized by a participant in connection with the grant of a stock appreciation right. When the stock appreciation right is exercised, the participant will realize ordinary compensation income in an amount equal to the sum of the amount of any cash received and the fair market value of the shares of common stock or other property received upon the exercise. The Company will generally be entitled to a tax deduction in an amount equal to the compensation income recognized by the participant.

Stock Grants, Restricted Stock, Performance Units and Restricted Stock Unit Awards. Upon the issuance of fully-vested stock pursuant to a stock grant, the participant will realize ordinary compensation income, and the Company will be entitled to a deduction, equal to the excess of (i) the fair market value of the shares on the date of issuance, over (ii) the purchase price, if any, paid for the shares. A restricted stock award with respect to which the participant makes a Section 83(b) election, as described below, will be taxed the same manner as a grant of fully-vested stock.

In the case of a restricted stock award, the participant will realize ordinary compensation income, and the Company will be entitled to a compensation deduction, at the time the shares subject to the award become vested (i.e., are no longer subject to a substantial risk of forfeiture). The amount of such income and deduction is equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the purchase price, if any, paid for the shares. The participant will not realize income, and the Company will not be entitled to a compensation deduction, at the time of issuance of the restricted stock, unless the participant makes an election under Section 83(b) of the Code, within 30 days following the transfer of the restricted stock, with respect to the transfer. If the participant makes a Section 83(b) election, the tax consequences to the participant and the Company at the time of issuance of the stock will be the same as if the restricted stock were fully vested at the time of issuance, as described above. If the Section 83(b) election is made, the participant will not realize any additional taxable income when the shares become vested. If the shares subject to such election are subsequently forfeited, the recipient will not be entitled to any deduction, refund or loss for tax purposes with respect to the forfeited shares.

The participant will not realize ordinary income, and the Company will not be entitled to tax deduction, on the grant of a restricted stock unit award or a performance unit award, but the participant will realize ordinary compensation income, and the Company will be entitled to a corresponding tax deduction, when the shares subject to the award are issued to the participant. The amount of ordinary income will be equal to the excess of (i) the fair market value of the shares on the date they are issued over (ii) the purchase price, if any, paid for the award. If the participant is an employee, the participant will be subject to Social Security and Medicare taxes at the time the restricted share units vest, even though the recipient of restricted share units has not received payment with respect to such units at such time. However, no additional Social Security or Medicare taxes will be due when such payment is made (even if that the market value of the underlying shares has increased). No election is available under Section 83(b) of the Code with respect to restricted stock units or performance units.

Upon disposition of shares of common stock acquired under a restricted stock award, stock award, restricted stock unit award or performance unit award, the participant will realize a short-term or long-term capital gain or loss depending on the holding period, equal to the difference between the selling price and the sum of the amount paid for the shares plus any amount realized as ordinary income upon grant (or vesting) of the shares.

TABLE OF CONTENTS

Performance Awards.

A participant generally will not recognize income upon the grant of a performance award. Upon payment of the performance award, the participant will recognize ordinary income in an amount equal to the cash received or, if the performance award is payable in common stock, the fair market value of the common stock received. When the participant recognizes ordinary income upon payment of a performance award, the Company generally will be entitled to a tax deduction in the same amount.

Unrestricted Stock Grants.

The tax consequences of receiving common stock pursuant to a stock grant under the Plan is similar to receiving cash compensation from the Company, unless the common stock awarded consists of restricted shares (i.e., subject to a substantial risk of forfeiture). If the shares of common stock are unrestricted (i.e., not subject to a substantial risk of forfeiture), the participant must recognize ordinary income equal to the fair market value of the common stock received, less any amount paid for common stock. The Company generally is entitled to a tax deduction for compensation paid to a participant at the same time and in the same amount as the participant recognizes ordinary income.

Consequences of Change of Control.

If a change of control of the Company causes awards under the 2025 EIP to accelerate vesting or is deemed to result in the attainment of performance goals, the participants could, in some cases, be considered to have received “excess parachute payments,” which could subject participants to a 20% excise tax on the excess parachute payments and result in a disallowance of the Company’s deductions for such payments under Section 280G of the Code.

Section 409A.

Section 409A of the Code (“Section 409A”) applies to compensation that individuals earn in one year but that is not paid until a future year. This is referred to as nonqualified deferred compensation. If deferred compensation covered by Section 409A meets the requirements of Section 409A, then Section 409A has no effect on the individual’s taxes. The compensation is taxed in the same manner as it would be taxed if it were not covered by Section 409A. If a deferred compensation arrangement does not meet the requirements of Section 409A, the compensation is subject to accelerated taxation in the year in which such compensation is no longer subject to a substantial risk of forfeiture. In addition, a 20% penalty tax applies to the value of the nonqualified deferred compensation at that time, and an interest charge may also apply. Section 409A has no effect on FICA (Social Security and Medicare) tax.

Awards of stock options, share appreciation rights, restricted share units and performance awards under the 2025 EIP may, in some cases, result in the deferral of compensation that is subject to the requirements of Section 409A. Awards under the Plan are intended to comply with Section 409A, the regulations issued thereunder or an exception thereto. If, however, an award does not comply with Section 409A, the consequences described above (accelerated tax, penalty tax, and potential interest charge) will apply to the participant Section 409A does not impose any penalties on the Company and does limit the Company’s deduction with respect to compensation paid to a participant.

Limitation on Company Deduction.

The Company generally may deduct any compensation or ordinary income recognized by the recipient of an award under the 2025 EIP when recognized, subject to the limits of Section 162(m) of the Code. Section 162(m) imposes a $1 million limit on the amount a public company may deduct for compensation paid in any taxable year to a company’s chief executive officer or any of the company’s three other most highly compensated executive officers. The availability of a compensation deduction to the Company for awards paid under the 2025 EIP to our covered current and former executive officers will depend on the overall compensation payable to such officers. While deductibility of executive compensation for federal income tax purposes is among the factors the Committee considers when structuring the Company’s executive compensation, it is not the sole or primary factor considered. The Company’s Board and the Committee retain the flexibility to authorize compensation that may not be deductible if they believe it is in the Company’s best interests.

TABLE OF CONTENTS

Tax Withholding.

The Company and its affiliates have the right to deduct or withhold, or require a participant to remit to the Company and its affiliates, an amount sufficient to satisfy federal, state, and local taxes (including employment taxes) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the 2025 EIP.

New Plan Benefits.

The Committee has full discretion to determine the amount of the awards to be made to participants under the 2025 EIP, subject to the limits described above. Therefore, it is not possible to determine the benefits or amounts that will be received by or allocated to participants under the 2025 EIP. The last reported sale price of a share of common stock on October 23, 2025 was $0.4676 per share.

VOTE REQUIRED; RECOMMENDATION OF THE BOARD

The affirmative vote of a majority of the votes cast “for” the proposal by stockholders present, in person or by proxy, and entitled to vote at the Special Meeting, will be required to approve the EIP Proposal. Abstentions will have the same effect as votes cast “against” the proposal. Broker non-votes (if any) will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE APPROVAL OF THE ADOPTION OF THE 2025 EIP.

TABLE OF CONTENTS

PROPOSAL NO. 4 — APPROVAL OF THE ISSUANCE OF UP TO 152,754,109 SHARES OF COMMON STOCK PURSUANT TO THE PRIVATE PLACEMENT ISSUANCE PROPOSAL

General

The Board is requesting stockholder approval under the applicable provisions of Nasdaq Listing Rule 5635 for the issuance of up to 152,754,109 shares of our common stock upon the exercise of certain warrants issued to purchasers under the Financing Transaction, inclusive of: (i) 80,768,504 shares of Common Stock (the “Pre-Funded Warrant Shares”) issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) at the exercise price of $0.001 per Pre-Funded Warrant Share, and (ii) 71,985,605 shares of Common Stock (the “Common Warrant Shares”) issuable upon exercise of common warrants (the “Common Warrants”, and together with the Pre-Funded Warrants, the “Private Placement Warrants”) at the exercise price of $0.5335 per Common Warrant Share.

The issuance of Common Stock upon the exercise of some or all of the Pre-Funded Warrants and Common Stock Warrants, as described in the Securities Purchase Agreement, would result in the issuance of greater than 19.99% of the total number of issued and outstanding shares of Common Stock and of the outstanding voting power of our securities after such issuance, sale and conversion, which issuance would be considered a “change of control” pursuant to Nasdaq Listing Rule 5635(b).

As described under the caption “Discussion of the Financing Transaction”, the Company issued the Common Stock, Pre-Funded Warrants, and Common Stock Warrants in connection with the Closing of the Financing Transaction on October 8, 2025, with the Pre-Funded Warrants and Common Stock Warrants being issued subject to a beneficial ownership limitation to not exceed the 19.99% ownership threshold. Assuming the issuance of all shares of Common Stock upon the full exercise of their Pre-Funded Warrants and Common Stock Warrants, Winklevoss Capital would own 146,531,663 shares of our Common Stock on an as converted basis. See “Security Ownership of Certain Beneficial Owners and Management.”

Why We Need Stockholder Approval and Effect of Stockholder Approval or Disapproval of the Private Placement Issuance Proposal

Our Common Stock is traded on The Nasdaq Capital Market under the symbol “LPTX.” Because our Common Stock is listed on The Nasdaq Capital Market, we are subject to Nasdaq’s rules and regulations. Nasdaq Marketplace Rule 5635(b) requires us to obtain stockholder approval prior to certain issuances with respect to Common Stock or securities convertible into Common Stock which could result in a change of control of the issuer. This rule is referred to as the “Nasdaq Change of Control Rule.” Generally, Nasdaq interpretations provide that the acquisition of 20% of the shares of an issuer by one person or group of affiliated persons may be considered a change of control of such issuer. The issuance of Common Stock upon the exercise of the Pre-Funded Warrants and Common Stock Warrants may result in certain Purchasers acquiring 20% or more of our shares of Common Stock. Accordingly, to permit these Private Placement Warrants to be fully exercised, we require stockholder approval to issue shares of Common Stock in excess of 19.99% of the amount of Common Stock issued and outstanding as of October 6, 2025.

In order to comply with the Nasdaq Change of Control Rule, we are seeking stockholder approval for the potential issuance of securities in excess of the Nasdaq limitations.

Impact on Stockholders of Approval or Disapproval of this Proposal

If this proposal is approved, existing stockholders will suffer dilution in their ownership interests in the future upon the issuance of shares of Common Stock upon exercise of the Private Placement Warrants. Assuming the full exercise of the Private Placement Warrants, an aggregate of 152,754,109 additional shares of Common Stock would be outstanding (which would increase to 156,754,109 if the 4,000,000 Placement Agent Warrants were fully exercised), and aggregate of the ownership interest of our existing stockholders would be correspondingly reduced. In addition, the sale into the public market of these shares also could materially and adversely affect the market price of our Common Stock.

If this proposal is not approved by the Stockholders, then NASDAQ Listing Rule 5635(b) will not allow the issuance of Common Stock in excess of 19.99% and the Board will not permit the beneficial ownership limitation to be removed from the Private Placement Warrants.

TABLE OF CONTENTS

Further Information

The terms of the Securities Purchase Agreement and the Financing Transaction are only briefly summarized herein. For further information, please refer to the forms of the Securities Purchase Agreement, the Pre-Funded Warrants and the Common Warrants, which were filed with the SEC as exhibits to our Current Report on Form 8-K, filed with the SEC on October 9, 2025 and are incorporated herein by reference. The discussion herein is qualified in its entirety by reference to the filed documents.

Stockholders are urged to carefully read these documents.

Interests of Directors and Executive Officers

As described under the caption “Discussion of the Financing Transaction”, Winklevoss Capital, as Lead Investor, has the right to nominate two Investor Designees as directors of the Board, one of whom shall act as chair of the Board. If the Investor Designees are appointed to the Board prior to the Special Meeting, each of the Investor Designees and Winklevoss Capital, as the largest owner of Pre-Funded Warrants and Common Warrants, will have an interest in the matters discussed herein.

Except as discussed above, none of our directors or executive officers have a substantial interest, direct or indirect, in the matters set forth herein.

Vote Required; Recommendation of the Board

The affirmative vote of a majority of the votes cast “for” the proposal by stockholders present, in person or by proxy, and entitled to vote on this Proposal No. 4 at the Special Meeting, will be required to approve the Private Placement Issuance Proposal. Abstentions will have the same effect as votes cast “against” the proposal. Broker non-votes (if any) will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.

The holders of Common Stock have the right to cast one vote per share of Common Stock on this Proposal No. 4, with the exception of those shares of Common Stock issued to the Lead Investor and the other purchasers under the Securities Purchase Agreement in connection with the Financing Transaction, which shares of Common Stock are not entitled to vote on this proposal. Pursuant to Nasdaq Listing Rule IM-5635-2, purchasers under the Securities Purchase Agreement are prohibited from voting shares of Common Stock received in the Financing Transaction on this Proposal No. 4.

THE BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
“FOR” THE PRIVATE PLACEMENT ISSUANCE PROPOSAL.

TABLE OF CONTENTS

PROPOSAL NO. 5 — APPROVAL OF THE ADJOURNMENT PROPOSAL

General

If the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve one or more of the proposals, our proxy holders may move to continue, adjourn or postpone the Special Meeting at that time in order to enable our Board to solicit additional proxies.

In this proposal, we are asking our stockholders to authorize the holder of any proxy solicited by our Board to vote in favor of granting discretionary authority to the proxy holders, and each of them individually, to adjourn the Special Meeting to another time and place, if necessary, to solicit additional proxies in the event there are not sufficient votes to approve any one of the proposals. If our stockholders approve this proposal, we could continue, adjourn or postpone the Special Meeting and any continued, adjourned or postponed session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this proposal could mean that, even if we had received proxies representing a sufficient number of votes to defeat a proposal, we could continue, adjourn or postpone the Special Meeting without a vote on such proposal and seek to convince our stockholders to change their votes in favor of such proposal.

If it is necessary to continue, adjourn or postpone the Special Meeting, no notice of the continued, adjourned or postponed meeting is required to be given to our stockholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is continued, adjourned or postponed, so long as the meeting is continued, adjourned or postponed for 30 days or less and no new record date is fixed for the continued, adjourned or postponed meeting. At the continued, adjourned or postponed meeting, we may transact any business which might have been transacted at the original meeting.

Vote Required; Recommendation of Board

The affirmative vote of a majority of the votes cast “for” the proposal by stockholders present, in person or by proxy, and entitled to vote at the Special Meeting, will be required to approve the Adjournment Proposal. Abstentions will have the same effect as votes cast “against” the proposal. Broker non-votes (if any) will not be counted as votes cast on the matter and will have no effect on the outcome of this proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT OUR STOCKHOLDERS VOTE
“FOR” THE ADJOURNMENT PROPOSAL.

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Background

The following discussion relates to the compensation of the individuals we have determined to be our named executive officers for the year ended December 31, 2024. Douglas Onsi is our current Chief Executive Officer and President. As disclosed in a Current Report on Form 8-K filed with the SEC June 23, 2025, Augustine Lawlor, our former Chief Operating Officer and Cynthia Sirard, our former Chief Medical Officer are no longer employed by the Company and were terminated without cause effective as of June 30, 2025 and July 31, 2025, respectively, due to the Company’s significant reduction in force.

Overview

Each year, our compensation committee reviews and determines the compensation of our executive officers. Our executive compensation program is designed to attract and retain a highly skilled team of key executives and to align the compensation of our executives with the interests of our stockholders by rewarding the achievement of short- and long-term strategic financial goals, which we believe serves to enhance short- and long-term value creation for our stockholders.

Summary Compensation Table

Name and Principal Position	Year		Salary ($)(1)		Bonus ($)(2)		Awards ($)(3)		RSU Vest ($)(7)		Other Compensation ($)		All Other Total ($)
Douglas E. Onsi Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary		2024		703,125		0		699,070		18,600		60,987(4)		1,481,782
		2023		669,166		368,041		439,240		0		58,060(4)		1,534,507
Augustine Lawlor Chief Operating Officer		2024		520,833		0		349,535		12,400		57,898(5)		940,666
Augustine Lawlor Chief Operating Officer		2023		495,833		198,333		251,824		0		55,642(5)		1,001,632
Cynthia Sirard Chief Medical Officer		2024		520,833		208,333		349,535		12,400		51,167(6)		1,142,268
Cynthia Sirard Chief Medical Officer		2023		495,833		198,333		251,824		0		53,407(6)		999,397

(1)

Effective March 1, 2023, the base salary for Mr. Onsi was increased to $675,000 and effective March 1, 2024 was increased to $708,750. Effective March 1, 2023, the base salary for Mr. Lawlor was increased to $500,000 and effective March 1, 2024 was increased to $525,000. Effective March 1, 2023, the base salary for Dr. Sirard was increased to $500,000 and effective March 1, 2024 was increased to $525,000.

(2)

This column represents the cash incentive bonus payments for 2023 and 2024 made to each executive.

(3)

This column reflects the aggregate fair value of equity awards granted in 2023 and 2024 as of the grant date for each such award and is calculated in accordance with ASC 718.

Douglas Onsi: In March 2023, we made an option grant to Mr. Onsi to purchase 75,000 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years and in August 2023, we made an option grant to Mr. Onsi to purchase 18,492 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years. Also in August 2023, we made an option grant to Mr. Onsi to purchase 121,508 shares of Leap’s common stock pursuant to our 2022 Equity Incentive Plan, which vest monthly over three years.

In January 2024, we made an option grant to Mr. Onsi to purchase 170,000 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years and in October 2024, we made an option grant to Mr. Onsi to purchase 170,000 shares of Leap’s common stock pursuant to our 2022 Equity Incentive Plan, which vest monthly over three years.

Augustine Lawlor: In March 2023, we made an option grant to Mr. Lawlor to purchase 50,000 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years and in August 2023, we made an option grant to Mr. Lawlor to purchase 18,491 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years.

TABLE OF CONTENTS

Also in August 2023, we made an option grant to Mr. Lawlor to purchase 51,509 shares of Leap’s common stock pursuant to our 2022 Equity Incentive Plan, which vest monthly over three years.

In January 2024, we made an option grant to Mr. Lawlor to purchase 85,000 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years and in October 2024, we made an option grant to Mr. Lawlor to purchase 85,000 shares of Leap’s common stock pursuant to our 2022 Equity Incentive Plan, which vest monthly over three years.

Cynthia Sirard: In March 2023, we made an option grant to Dr. Sirard to purchase 50,000 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years and in August 2023, we made an option grant to Dr. Sirard to purchase 70,000 shares of Leap’s common stock pursuant to our 2022 Equity Incentive Plan, which vest monthly over three years.

In January 2024, we made an option grant to Dr. Sirard to purchase 85,000 shares of Leap’s common stock pursuant to our 2016 Equity Incentive Plan, which vest monthly over three years and in October 2024, we made an option grant to Dr. Sirard to purchase 85,000 shares of Leap’s common stock pursuant to our 2022 Equity Incentive Plan, which vest monthly over three years.

(4)

For 2024, other compensation includes 401(k) matching ($25,969), payment of medical insurance ($27,049) and dental insurance ($1,425), Company HSA contribution ($4,030), life insurance ($1,806) and Paid Medical Leave ($708). For 2023, other compensation includes 401(k) matching ($25,038), payment of medical insurance ($26,654) and dental insurance ($1,425), Company HSA contribution ($4,030), life insurance ($414) and Paid Medical Leave ($500).

(5)

For 2024, other compensation includes 401(k) matching ($21,708), payment of medical insurance ($26,826) and dental insurance ($1,425), Company HSA contribution ($4,030), life insurance ($3,200) and Paid Medical Leave ($708). For 2023, other compensation includes 401(k) matching ($19,833), payment of medical insurance ($26,654) and dental insurance ($1,425), Company HSA contribution ($4,030), life insurance ($3,200) and Paid Medical Leave ($500).

(6)

For 2024, other compensation includes 401(k) matching ($20,833), payment of medical insurance ($27,049) and dental insurance ($1,425), Company HSA contribution ($4,030), life insurance ($1,152) and Paid Medical Leave ($708). For 2023, other compensation includes 401(k) matching ($19,833), payment of medical insurance ($26,654) and dental insurance ($1,425), Company HSA contribution ($4,030), life insurance ($966) and Paid Medical Leave ($500).

(7)

In January 2024, 7,500 RSUs vested for Mr. Onsi at $2.48 per share and $18,600 of income was recognized. Also in January 2024, 5,000 RSUs vested for both Mr. Lawlor and Dr. Sirard at $2.48 per share, and $12,400 of income was recognized.

Elements of Executive Compensation

The compensation of our named executive officers consists of base salary, annual cash bonuses, equity awards and employee benefits that are made available to all salaried employees. Our named executive officers are also entitled to certain compensation and benefits upon certain terminations of employment and certain change of control transactions pursuant to employment agreements. In addition to the factors discussed below, the compensation committee also considers recommendations from our Chief Executive Officer, who regularly discusses compensation issues with the chairperson of the compensation committee and meets with our compensation committee to discuss these matters.

The following describes the material terms of the elements of our executive compensation program during fiscal year 2024.

Overview

Our executive compensation program is based on a pay-for-performance philosophy. We designed our executive compensation program to achieve the following primary objectives: provide compensation and benefit levels that will attract, retain, motivate and reward a highly talented executive team within the context of responsible cost management; establish a direct link between our individual/team performance and results and our executives’ compensation; and align the interests and objectives of our executives with those of our stockholders by linking executive equity awards to stockholder value creation. Compensation for

TABLE OF CONTENTS

our executive officers is composed primarily of the following three main components: base salary, annual cash incentive bonuses, and long-term equity incentives.

Base Salary

Base salaries are determined on a case-by-case basis for each executive officer (including our three named executive officers), including consideration of each officer’s experience, expertise and performance, as well as market compensation levels for similar positions.

	2023		2024
	Base Salary
Name	($)		($)
Douglas E. Onsi Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary		675,000(1)		708,750(1)
Augustine Lawlor Chief Operating Officer		500,000		525,000(2)
Cynthia Sirard Chief Medical Officer		500,000		525,000(3)

(1)

Effective March 1, 2023 Mr. Onsi’s base salary was increased to $675,000, and effective March 1, 2024, Mr. Onsi’s base salary was increased to $708,500.

(2)

Effective March 1, 2023 Mr. Lawlor’s base salary was increased to $500,000, and effective March 1, 2024, Mr. Lawlor’s base salary was increased to $525,000.

(3)

Effective March 1, 2023, Dr. Sirard’s base salary was increased to $475,000 and effective March 1, 2024, Dr. Sirard’s base salary was increased to $525,000.

Annual Cash Incentive Bonuses

Annual cash incentive bonuses are contingent upon our achievement of certain operational and financial objectives. Each executive officer’s target bonus amount is expressed as a percentage of the officer’s base salary and is intended to be commensurate with the officer’s position and responsibilities. Target bonuses for each officer for the year ended December 31, 2024 were 60% of salary received for Mr. Onsi and 40% of salary received for Dr. Sirard and Mr. Lawlor, and were based entirely on the achievement of corporate objectives established by our Board. The corporate objectives reflect the important, objective, and measurable clinical, business development, financial, research, intellectual property, and operational goals of our company. Based on the achievement of the Board approved corporate objectives for 2024, including the execution of two randomized controlled clinical trials for sirexatamab, completion of equity financing led by Gilead, the successful development of a new manufacturing process for sirexatamab, and the advancement of FL-501 into development, the compensation committee awarded to each of Douglas E. Onsi, Augustine Lawlor and Cynthia Sirard a cash bonus equal to 100% of his or her target bonus amount. In the case of Mr. Onsi and Mr. Lawlor, the compensation committee determined that their respective cash bonuses would be paid at a later date in 2025 subject to and upon subsequent authorization of such payment by the compensation committee and subject also to the condition that the compensation committee have made the determination that we have or will have sufficient cash available to satisfy or provide for the satisfaction of all of our liabilities outstanding or foreseeable at the time of such subsequent authorization by the compensation committee. A total cash bonus of $208,333 was paid to Dr. Sirard in March 2025.

Long-term Equity Incentives

We believe equity awards in the form of options to purchase shares of our Common Stock provide an incentive for our executive officers to focus on driving growth in our stock price and long-term value creation and help us to attract and retain key talent. In addition, the granting of options helps ensure that the interests of our officers are aligned with those of our stockholders as the options only have value if the value of our Common Stock increases after the date the option is granted.

TABLE OF CONTENTS

Our officers are entitled to certain benefits if the officer’s employment terminates in certain circumstances or if a change of control occurs. Our Board and our compensation committee review our officers’ overall compensation packages on an annual basis or more frequently as they deem appropriate.

From time to time, we may retain independent compensation consultants as we consider appropriate to help identify appropriate peer group companies and to obtain and evaluate current executive compensation data. In 2024, the compensation committee engaged TenPas Consulting, LLC to provide market information and recommendations regarding executive and director compensation by building a peer group of public oncology companies and analyzing their reported cash and equity compensation. This consultant also provides information and recommendations regarding non-executive employees. The consultant did not receive more than $120,000 last year for their services.

Employment Agreements

We initially entered into employment agreements with each of Messrs. Onsi and Lawlor on the same terms. Effective April 2020, we entered into a new employment agreement with Mr. Onsi in connection with his appointment as Chief Executive Officer and President. These agreements provide that each executive receives an annual base salary, initially established at $400,000, and that each is eligible for an annual incentive bonus, with the target bonus being 35% of the executive’s base salary. In connection with his appointment as Chief Executive Officer and President, Mr. Onsi’s base salary was increased to $550,000, with his target bonus being 50% of his base salary. The compensation committee of the Board determines each executive’s actual bonus amount based on its assessment of the satisfaction of performance criteria to be established by the compensation committee within the first three months of each fiscal year.

Under the agreement for Messrs. Onsi and Lawlor, if the executive’s employment is terminated by us without cause or if the executive resigns with good reason (as such terms are defined in the agreement), in either case prior to a change in control or one year after a change in control (as such term is defined in the agreement), the executive will be entitled to receive cash severance equal to the executive’s annualized base salary (or in the case of Mr. Onsi, 150% of his annualized base salary); a pro-rata bonus, payable within two and one-half months following the end of the fiscal year in which the termination or resignation occurs; any accrued or earned, but unpaid or unreimbursed, base salary, expenses, benefits, bonus, rights to indemnification, or vacation pay; reimbursement of the executive’s COBRA premiums for 12 months (or in the case of Mr. Onsi, 18 months); and acceleration of vesting on any outstanding equity awards along with an extension of the time period to exercise the outstanding equity awards to one year. In the event that such termination or resignation occurs during the one-year period immediately following a change in control, the executive will also receive an increase in the cash severance amount to double the executive’s annualized base salary, an extension of the time period during which Leap will reimburse COBRA premiums to 18 months (or in the case of Mr. Onsi, 24 months), and an extension of the time period to exercise all outstanding equity awards to two years. An executive’s right to receive these severance benefits is subject to the executive providing a release of claims in favor of Leap and the return of all company property.

With respect to Dr. Sirard, her employment agreement, as amended, provides that she will receive an annual base salary of $405,719, and she is eligible for an annual incentive bonus, with the target bonus being 35% of her base salary. As with all of our executives, the compensation committee of the Board determines each Dr. Sirard’s annual bonus amount based on its assessment of the satisfaction of performance criteria to be established by the compensation committee within the first three months of each fiscal year. Under the agreement with Dr. Sirard, if her employment is terminated by us without cause or if she resigns with good reason (as such terms are defined in the agreement), she will be entitled to receive cash severance equal to her annualized base salary; any accrued or earned, but unpaid or unreimbursed, base salary, expenses, benefits, bonus, rights to indemnification, or vacation pay; and reimbursement of her COBRA premiums for 12 months. In the event that such termination or resignation occurs during the one year period immediately following a change in control, Dr. Sirard will also receive an increase in the cash severance amount to 125% of her annualized base salary, an extension of the time period during which Leap will reimburse COBRA premiums to 15 months, and an extension of the time period to exercise all outstanding equity awards to two years.

TABLE OF CONTENTS

For all of our named executive officers, in the event that a change in control occurs during the term of an executive’s employment, and the severance and other benefits provided in his or her respective agreement are considered “parachute payments” within the meaning of Section 280G of the Code and are subject to the excise tax imposed by Section 4999 of the code, the executive’s severance and other benefits constituting parachute payments will be either (i) delivered in full or (ii) delivered to a lesser extent which would result in no portion of such severance being subject to excise tax under Section 4999 of the Code, whichever provides the greatest amount to the executive on an after-tax basis. If any reduction in severance and other benefits constituting parachute payments is necessary to achieve the effect of clause (ii) above, then the reduction will occur first from cash severance payments, next from cancellation of accelerated vesting of equity awards and third from reduction of continued employee benefits.

Each named executive officer’s employment agreement incorporates the terms and provisions of a customary employee proprietary information, invention, non-competition and non-solicitation agreement between Leap and the executive. This agreement includes a noncompetition covenant during the period of the executive’s employment and for one year thereafter. The agreement also provides for the executive to participate in our benefit programs made available to our executives generally. Our executive employment agreements generally do not include a specified term as the employment of our executives is “at-will.”

Stock Option and Other Compensation Plans

We maintain our 2016 Equity Incentive Plan, as amended, and 2022 EIP, as amended, to provide incentives that will attract, retain and motive highly competent officers, directors, employees, consultants and advisors to promote the success of the Company’s business and align employees’ interests with stockholders’ interests.

TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information regarding equity awards held by our named executive officers as of December 31, 2024.

			Option Awards								Stock Awards
Name	Grant Date		Number of Securities Underlying Unexercised Options Exercisable		Number of Securities Underlying Unexercised Options Unexercisable		Option Exercise Price ($)		Option Expiration Date		Number of shares or units of stock that have not vested	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested	Equity incentive plan awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
Douglas E. Onsi Chief Executive Officer, Chief Financial Officer, Treasurer and Secretary		1/20/2017		33,030		0		99.00		1/20/2027
		4/18/2018		5,000		0		76.60		4/18/2028
		1/1/2019		4,999		0		20.00		1/1/2029
		6/11/2019		19,999		0		13.92		6/11/2029
		3/17/2020		50,000		0		14.20

SEC Form PRE 14A filed by Leap Therapeutics Inc.