PETACH TIKVA, Israel,
November 25, 2016 /PRNewswire/ --
Macrocure Ltd. (NASDAQ: MCUR), a clinical-stage biotechnology
company, today announced that it has delayed the scheduled date for
its previously-announced Special General Meeting of Shareholders by
one week, to Monday, December 19,
2016, at 3:00 p.m.,
Israel time (8:00 a.m. EST). The special meeting will be
held at the offices of Macrocure's Israeli counsel, Meitar
Liquornik Geva Leshem Tal, located at 16 Abba Hillel Road,
10th floor, Ramat Gan
5250608, Israel. At the special
meeting, the company's prospective merger with Leap Therapeutics,
Inc., or Leap, a clinical stage immuno-oncology company, will be
presented for approval. As previously announced, pursuant to the
prospective merger, Macrocure will become a wholly owned subsidiary
of Leap, and Leap will become a public company. In connection with
the transaction, Leap is applying to have the shares of the
combined entity listed for trading on NASDAQ upon completion of the
merger, the approval of such application being a condition to the
consummation of the merger.
Macrocure has delayed the meeting date in order to provide more
time for its shareholders to receive (via mail) and review the
proxy materials for the meeting (consisting of Macrocure's proxy
statement and Leap's prospectus), and to vote via the proxy card
included in that mailing. The proxy materials are now in the
process of being mailed, given that the review process of the
Securities and Exchange Commission, or SEC, with respect to the
Leap prospectus, is now completed and the Leap registration
statement on Form S-4, of which that prospectus forms a part, has
been declared effective.
The record date for determining shareholders entitled to vote at
the meeting remains Friday, November 11,
2016.
The Board of Directors of Macrocure unanimously recommends
that Macrocure's shareholders vote in favor of the
merger and in favor of each of the other related proposals
to be presented at the special meeting.
Further Details Concerning the Special General Meeting of
Shareholders
For further details concerning the special meeting (including
the text of the proposals to be considered at the meeting), please
see the press release that Macrocure issued on November 7, 2016 to originally announce the
meeting, which can be viewed as described under "Additional
Information and Where to Find It" below.
About Macrocure Ltd.
Macrocure Ltd. is a clinical-stage biotechnology company that
was focused on developing a novel therapeutic platform to address
chronic and hard-to-heal wounds. For more information, please visit
http://www.macrocure.com or please review the documents filed or
furnished by Macrocure with or to the SEC, as described under
"Additional Information and Where to Find It" below.
About Leap Therapeutics, Inc.
Leap Therapeutics is an immuno-oncology company with two
clinical stage programs. Leap's most advanced clinical candidate,
DKN-01, is a humanized monoclonal antibody targeting the Dickkopf-1
(DKK1) protein. DKN-01 is in clinical
trials in esophageal cancer and cholangiocarcinoma. Leap's second
clinical candidate, TRX518, is a novel, humanized GITR agonist
monoclonal antibody designed to enhance the immune system's
anti-tumor response. TRX518 is in clinical trials in patients with
advanced solid tumors. For more information about Leap
Therapeutics, please visit http://www.leaptx.com . In connection
with the upcoming meeting, Leap and Macrocure are circulating,
together with Macrocure's proxy statement, a prospectus of Leap,
which, among other things, contains detailed information about Leap
and its business. As discussed under "Additional Information
and Where to Find It" below, shareholders are urged to read the
prospectus in its entirety and carefully when received.
Cautionary Note Regarding Forward-Looking Statements
This press release includes forward-looking statements that are
not historical facts, such as statements regarding whether shares
of Leap will be listed for trading on NASDAQ and whether agenda
items at Macrocure's shareholder meeting will be approved, and
assumptions related to regulatory authorizations. Words such
as "will," "expect," "anticipate," "plan," "believe," "design,"
"may," "future," "estimate," "predict," "objective," "goal," or
variations thereof and variations of such words and similar
expressions are intended to identify such forward-looking
statements. Forward-looking statements are based on
Macrocure's current knowledge and its present beliefs and
expectations regarding possible future events and are subject to
risks, uncertainties, and assumptions. Actual results and the
timing of events could differ materially from those anticipated in
these forward-looking statements as a result of several factors
including, but not limited to, the expected timing and likelihood
of completion of the proposed merger, the occurrence of any event,
change, or other circumstance that could result in the termination
of the merger agreement or the anticipated financing, receipt and
timing of any required governmental or regulatory approvals
relating to the listing of Leap's common stock or otherwise
relating to the merger, the anticipated amount needed to finance
the combined company's future operations, unexpected results of
clinical trials, delays or denial in regulatory approval process,
or additional competition in the market. The forward-looking
statements made herein speak only as of the date of this release
and Macrocure undertakes no obligation to update publicly such
forward-looking statements to reflect subsequent events or
circumstances, except as otherwise required by law.
Additional Information and Where to Find It
This communication does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval with respect to the proposed merger or
otherwise. No offering of securities shall be made except by means
of a prospectus meeting the requirements of Section 10 of the
Securities Act of 1933, as amended, and otherwise in accordance
with applicable law.
In connection with the meeting, Macrocure is sending to its
shareholders Macrocure's proxy statement describing logistical
information related to the Meeting, as well as a description of the
proposals to be voted upon at the Meeting, along with a proxy card
enabling shareholders to submit their votes on those proposals.
Macrocure's shareholders will also be receiving, together with the
proxy materials, a copy of Leap's prospectus, which describes Leap,
its business, the merger, the rights of Leap's shareholders, and
related risks, among other matters.
Macrocure is furnishing copies of the proxy statement and form
of proxy card as exhibits to a Report of Foreign Private Issuer on
Form 6-K that it is furnishing to the SEC today. Leap has
filed with the SEC a copy of its definitive prospectus, which forms
a part of its Registration Statement on Form S-4 (SEC File No.
333-213794), pursuant to Rule 424(b)(3) under the Securities Act,
on November 23, 2016.
This communication is not a substitution for the registration
statement, final prospectus, proxy statement, or any other
documents that Leap and Macrocure have filed or furnished, or may
file or furnish, with or to the SEC, or have sent to shareholders
in connection with the proposed transaction. INVESTORS AND
SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, THE
PROSPECTUS, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS
FILED WITH OR FURNISHED TO, OR TO BE FILED WITH OR FURNISHED TO,
THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY RECEIVE THEM
BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT LEAP, MACROCURE,
AND THE PROPOSED MERGER. Investors and security holders may obtain
free copies of the registration statement, the prospectus, the
proxy statement, and any other documents filed with, or furnished
to, the SEC by Leap and Macrocure at the SEC's website at
http://www.sec.gov . Copies of documents filed by Leap may be
obtained for free by contacting Leap Investor Relations by mail at
Leap Therapeutics, Inc., 47 Thorndike Street, Suite B1-1,
Cambridge, MA 02141, Attention:
Investor Relations or by telephone at +1(617)714-0360. Copies of
documents furnished by Macrocure may be obtained for free by
contacting Macrocure Investor Relations by telephone at
+972-54-565-6011, or by going to Macrocure's Investor Relations
page at http://investor.macrocure.com/. The contents of Macrocure's
website are not deemed to be incorporated by reference into the
registration statement, the prospectus, or the proxy statement.
Macrocure Ltd. Contact
Shai Lankry, Chief Financial
Officer
Shai@macrocure.com
+972-54-565-6011
Leap Therapeutics, Inc. Contact
Douglas E. Onsi, Chief Financial
Officer
donsi@leaptx.com
+1-617-714-0360
SOURCE Macrocure Ltd.
