SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*


Leap Therapeutics, Inc.
(Name of Issuer)


Common Stock, par value $0.001 per share
(Title of Class of Securities)


52187K200
(CUSIP Number)


Chan Lee
c/o Mourant Governance Services (Cayman), 94 Solaris Avenue, Camana Bay
Grand Cayman, E9, KY1-1108
1-345-949-4123
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
10/31/2024
(Date of Event Which Requires Filing of This Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




SCHEDULE 13D/A
CUSIP No.
52187K200


1 Name of reporting person

BeiGene, Ltd.
2 Check the appropriate box if a member of a Group (See Instructions)

☐  (a)
☐  (b)
3SEC use only
4 Source of funds (See Instructions)

WC
5 Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

☐
6 Citizenship or place of organization

CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
7 Sole Voting Power: 1,215,306.00
8 Shared Voting Power: 0.00
9 Sole Dispositive Power: 1,215,306.00
10 Shared Dispositive Power: 0.00
11 Aggregate amount beneficially owned by each reporting person

1,215,306.00
12 Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

☐
13 Percent of class represented by amount in Row (11)

0.0 %
14 Type of Reporting Person (See Instructions)

CO




SCHEDULE 13D/A

Item 1.Security and Issuer
(a) Title of Class of Securities:

Common Stock, par value $0.001 per share
(b) Name of Issuer:

Leap Therapeutics, Inc.
(c) Address of Issuer's Principal Executive Offices:

47 Thorndike Street, Suite B1-1, Cambridge, MASSACHUSETTS , 02141.
Item 5.Interest in Securities of the Issuer
(b)
(i) Sole power to vote of direct the vote: 1,215,306 (ii) Shared power to vote or direct the vote: -0- (iii) Sole power to dispose or direct the disposition of: 1,215,306 (iv) Shared power to dispose or direct the disposition of: -0- On March 12, 2020, the Issuer issued to the Reporting Person (i) 4,804,637 shares of Common Stock upon conversion of Series B mandatorily convertible cumulative non-voting perpetual preferred stock and (ii) 4,804,637 shares of Common Stock issuable upon the exercise of a currently-exercisable warrant. On September 24, 2021, the Reporting Person purchased 2,543,800 shares of Common Stock of the Issuer pursuant to an underwritten public offering. The ownership percentage reported are based the Issuer having 38,264,464 shares of Common Stock, $0.001 par value, as reported in the Issuer's Quarterly Report on Form 10-Q, filed with the SEC on August 9, 2024, which gives effect to a reverse stock split conversion of every 10 shares to 1 share which occurred on June 20, 2023 approved by the Issuer's shareholders during the 2023 Annual Meeting of Stockholders on June 16, 2023 (the "Reverse Stock Split"). All amounts of Common Stock presented herein give effect to the Reverse Stock Split. The Issuer has effected a private placement of approximately $40 million in April 2024, as reported in the Issuer's Current Report on Form 8-K, filed with the SEC on April 11, 2024. The Reporting Person did not purchase or sell any shares of Common Stock in the private placement. This Amendment No. 2 is filed with respect to a decrease in the percent of the class beneficially owned by the Reporting Person resulted solely from an increase in the aggregate number of outstanding shares of Common Stock of the Issuer.
(c)
The Reporting Person has not effected any transactions with respect to the Issuer's Common Stock within the last 60 days.
(d)
To the knowledge of the Reporting Person, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer beneficially covered by the Original Schedule 13D.
(e)
On October 31, 2024, the Reporting Person ceased to beneficially own more than five percent of the Common Stock of the Issuer.

    SIGNATURE 
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 
BeiGene, Ltd.
 Signature:BeiGene, Ltd.
 Name/Title:Chan Lee Senior Vice President, General Counsel
 Date:10/31/2024