Leap Therapeutics, Inc. (NasdaqGM:LPTX) acquired Flame Biosciences, Inc from Acuta Capital Partners LLC, Adage Capital Management, L.P., Cormorant Asset Management, LP, Cormorant Asset Management, LP, Terra Magnum Capital Partners and others on January 17, 2023. In the merger, Leap will issue approximately 19,794,373 shares of its common stock and approximately 136,833 shares of a newly designated Series X non-voting convertible preferred stock to Flame stockholders. Upon approval by the stockholders of Leap, each share of the Series X non-voting convertible preferred stock will be automatically converted into 1,000 shares of common stock. Pursuant to the merger, Leap has acquired Flame and its assets, including FL-301, its clinical stage anti-Claudin18.2 monoclonal antibody, FL-302, its preclinical anti-Claudin18.2/CD137 bispecific monoclonal antibody, FL-501, its preclinical anti-GDF15 monoclonal antibody, and net cash of approximately $50 million as of December 31, 2022. The total cash balance of the combined company as of December 31, 2022 was approximately $115 million. Leap plans to hold a special meeting of stockholders to approve the conversion of the Series X non-voting convertible preferred stock into shares of common stock and related matters. The number of shares of Leap common stock issuable upon conversion of the Series X non-voting convertible preferred stock are subject to adjustment in the event of any corporate transactions or reverse stock split that may be effectuated by Leap. HealthCare Ventures, which holds 6,763,210 shares or 6.83% of Leap's outstanding common stock, has signed a support agreement to vote in favor of the proposals to be presented at the shareholder meeting. Assuming the approval by the Leap stockholders, on an as-converted basis, the Flame shareholders will in the aggregate own 58% of the outstanding shares including pre-funded warrants of Leap, and 47.4% on a fully-diluted basis assuming the exercise of all outstanding warrants, options and restricted stock units exercisable for Leap common stock and shares eligible for grant under Leap's equity incentive plans. The combined company will continue to trade on Nasdaq under the ticker symbol "LPTX," will be led by Leap's existing management team. Following completion, of Flame Biosciences became a wholly owned subsidiary of Leap Therapeutics under the name Flame Biosciences, LLC. Effective as of the closing of the transactions, the Leap leadership team will continue to be responsible for all executive positions of the combined company. Leap has added two members nominated by Flame to its existing eight persons Board of Directors: Patricia Martin and Christian Richard. Raymond James acted as exclusive financial advisor to Leap on the transaction.

Leap Therapeutics, Inc. (NasdaqGM:LPTX) completed the acquisition of Flame Biosciences, Inc from Acuta Capital Partners LLC, Adage Capital Management, L.P., Cormorant Asset Management, LP, Cormorant Asset Management, LP, Terra Magnum Capital Partners and others for $79.3 million on January 17, 2023. Pursuant to the merger, Leap issued to the stockholders of Flame (the “Flame Stockholders”) 19,729,010 shares of common stock, and 136,248 shares of Series X non-voting convertible preferred stock (the “Series X Preferred Stock”), and issued to the warrant holders of Flame (the “Flame Warrant Holders”) the right to acquire 65,301 shares of common stock (the “January 2023 Common Stock Warrants”) and 443 shares of Series X Preferred Stock (the “January 2023 Series X Preferred Stock Warrants”). Julio E. Vega of Morgan, Lewis & Bockius LLP acted as legal advisor to Leap Therapeutics, Inc. Seth Farber, Kyle Gann and Jeffrey R. Shuman of Winston & Strawn LLP acted as legal advisors to Flame Biosciences, Inc.