Biotech Values

[DewDiligence]

Leap Therapeutics—an I-O company—reverse merges into MCUR:

https://www.sec.gov/Archives/edgar/data/1606012/000117891316006355/exhibit_99-1.htm

Leap Therapeutics, Inc., a clinical stage immuno-oncology company, and Macrocure Ltd. (NASDAQ: MCUR) today announced the signing of a definitive merger agreement. Under the terms of the agreement, Macrocure will become a wholly owned subsidiary of Leap, and Leap will become a public company. In connection with the transaction, Leap will apply to have the shares of the combined entity listed for trading on NASDAQ upon completion of the merger.

Under the terms of the agreement, Macrocure shareholders will exchange their Macrocure shares for newly issued shares of Leap common stock. In addition, existing Leap investors, including entities affiliated with HealthCare Ventures, have committed to invest an additional $10 million at the closing of the transaction. On a pro forma basis, after giving effect to the merger and the investment, Macrocure equity holders are expected collectively to own approximately 31.8%, and Leap equity holders are expected collectively to own approximately 68.2%, of the combined company, subject to certain possible adjustments based on Macrocure's net cash level at closing. Existing Leap shareholders will receive the right to a royalty, under certain circumstances, based on future net sales. The combined company is expected to have a minimum of $30 million of cash at closing to finance future operations.

MCUR was noted as a reverse-merger candidate on this board when its only clinical program failed its second phase-3 trial in late 2015 (#msg-118037828). In the transaction outlined above, MCUR’s equity in the merged company derives from its remaining cash balance and its public listing.