Leap Therapeutics, Inc. (NASDAQ: LPTX), a biotechnology company developing targeted and immuno-oncology therapeutics, today announced it has entered into common stock purchase agreements for up to $21 million with Lincoln Park Capital Fund, LLC, a Chicago-based institutional investor and current shareholder.

Under a purchase agreement dated July 11, 2019, LPC agreed to purchase $1,000,000 of Leap's registered common stock at a price of $1.75 per share (the "July 11 Purchase Agreement"). Net proceeds to the Company are approximately $950,000.

Under the terms of a separate common stock purchase agreement (the "Commitment Purchase Agreement"), Leap will have the option, but not the obligation, to sell to LPC up to an additional $20 million in shares of common stock in tranches over a twenty-four month period and once a registration statement relating to the transaction is declared effective. The price of shares sold will be based on the market prices prevailing at the time of each sale to LPC. There is no upper limit as to the price per share that LPC may pay for future stock issuances under the Commitment Purchase Agreement, and Leap will control the timing and amount of any future sales. LPC has no right to require any sales by Leap but is obligated to make purchases according to Leap's direction. Leap intends to use the net proceeds from the transaction for general corporate purposes, extending its runway to execute its business development and clinical development strategy.

LPC has agreed not to cause or engage in any direct or indirect short selling or hedging of Leap's common stock. In consideration for entering into the Commitment Purchase Agreement and in lieu of making a cash payment, Leap has issued 330,000 shares of common stock to LPC. Leap maintains the right to terminate the Commitment Purchase Agreement at any time, at its discretion, without any additional cost or penalty.

A description of the July 11 Purchase Agreement, the Commitment Purchase Agreement and the related registration rights agreement is set forth in Leap's Current Report on Form 8-K filed today with the Securities and Exchange Commission ("SEC").

The shares issued under the July 11 Purchase Agreement are offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-223419) that was previously filed by Leap with the SEC on March 2, 2018 and was declared effective by the SEC on March 16, 2018. A prospectus supplement and the related prospectus will be filed with the SEC today and will be available, for free, on the SEC's website at http://www.sec.gov.

The securities issued as payment for the commitment fee and the securities that may be sold in the future under the Commitment Purchase Agreement have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and have not been registered or qualified under any state securities laws, and therefore may not be offered or sold in the United States absent registration under the Securities Act or an applicable exemption from such registration requirements, and registration or qualification and under applicable state securities or "Blue Sky" laws or an applicable exemption from such registration or qualification requirements.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Leap Therapeutics

Leap Therapeutics (NASDAQ: LPTX) is focused on developing targeted and immuno-oncology therapeutics. Leap's most advanced clinical candidate, DKN-01, is a humanized monoclonal antibody targeting the Dickkopf-1 (DKK1) protein, a Wnt pathway modulator. DKN-01 is in clinical trials in patients with esophagogastric, hepatobiliary, gynecologic, and prostate cancers. Leap's second clinical candidate, TRX518, is a humanized GITR agonist monoclonal antibody designed to enhance the immune system's anti-tumor response that is in advanced solid tumor studies. For more information about Leap Therapeutics, visit http://www.leaptx.com or our public filings with the SEC that are available via EDGAR at http://www.sec.gov or via https://investors.leaptx.com/.