UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934 

(Amendment No. )*

 

Leap Therapeutics, Inc.

 

 (Name of Issuer)

 

Common stock, $0.001 par value per share 

 

 (Title of Class of Securities)

 

52187K101

 

 (CUSIP Number)

 

April 15, 2024

 

 (Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨Rule 13d-1(b)
   
xRule 13d-1(c)
   
¨Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in 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).

 

 

 

 

CUSIP No.   52187K101
1.

Names of Reporting Persons

Samsara BioCapital, L.P.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨  (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

2,442,352 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

2,442,352 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,442,352 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

6.4% (3)

12.

Type of Reporting Person (See Instructions)

PN

       

(1)This Schedule 13G is filed by Samsara BioCapital, L.P. (“Samsara LP”), Samsara BioCapital GP, LLC (“Samsara GP”) and Dr. Srinivas Akkaraju (“Dr. Akkaraju”) (and together with Samsara LP, Samsara GP, the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP.

 

(3)This percentage is calculated based on the sum of (i) 25,603,471 shares of Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on April 11, 2024; and (ii) 12,660,993 shares of Common Stock issued in the private placement of equity securities by the Issuer that closed on April 15, 2024 (the “Private Placement”).

 

2

 

 

CUSIP No.   52187K101
1.

Names of Reporting Persons

Samsara BioCapital GP, LLC

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨  (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

Delaware

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

2,442,352 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

2,442,352 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,442,352 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

6.4% (3)

12.

Type of Reporting Person (See Instructions)

OO

       

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP.

 

(3)This percentage is calculated based on the sum of (i) 25,603,471 shares of Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on April 11, 2024; and (ii) 12,660,993 shares of Common Stock issued in the Private Placement.

 

3

 

 

CUSIP No.   52187K101
1.

Names of Reporting Persons

Srinivas Akkaraju

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨  (b) x (1)

3. SEC Use Only
4.

Citizenship or Place of Organization

United States

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With

5.

Sole Voting Power

0

6.

Shared Voting Power

2,442,352 (2)

7.

Sole Dispositive Power

0

8.

Shared Dispositive Power

2,442,352 (2)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person

2,442,352 (2)

10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)    ¨
11.

Percent of Class Represented by Amount in Row (9)

6.4% (3)

12.

Type of Reporting Person (See Instructions)

IN

       

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

 

(2)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP.

 

(3)This percentage is calculated based on the sum of (i) 25,603,471 shares of Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on April 11, 2024; and (ii) 12,660,993 shares of Common Stock issued in the Private Placement.

 

4

 

 

Item 1.
  (a) Name of Issuer
Leap Therapeutics, Inc.
  (b) Address of Issuer’s Principal Executive Offices
47 Thorndike Street, Suite B1-1, Cambridge, MA 02141
 
Item 2.
  (a) Name of Person Filing
Samsara BioCapital, L.P. (“Samsara LP”)
Samsara BioCapital GP, LLC (“Samsara GP”)
Srinivas Akkaraju (“Dr. Akkaraju”)
  (b) Address of Principal Business Office or, if none, Residence
c/o Samsara BioCapital, LLC
628 Middlefield Road
Palo Alto, CA 94301
  (c) Citizenship
Entities:                Samsara LP         -           Delaware
                                 Samsara GP         -          Delaware
Individuals:         Dr. Akkaraju       -           United States
  (d) Title of Class of Securities
Common Stock, $0.001 par value (“Common Stock”)
  (e) CUSIP Number
52187K101
 
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
   
  Not applicable
 
Item 4. Ownership
   
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of April 25, 2024:

 

Reporting
Persons
  Shares Held
Directly
   Sole
Voting
Power
   Shared
Voting
Power (1)
   Sole
Dispositive Power
   Shared Dispositive Power (1)   Beneficial
Ownership
(1)
   Percentage
of Class (2)
 
Samsara LP   2,442,352    0    2,442,352    0    2,442,352    2,442,352    6.4%
Samsara GP   0    0    2,442,352    0    2,442,352    2,442,352    6.4%
Dr. Akkaraju   0    0    2,442,352    0    2,442,352    2,442,352    6.4%

 

(1)These shares are held by Samsara LP. Samsara GP is the sole general partner of Samsara LP and may be deemed to have voting and investment power over the securities held by Samsara LP. Dr. Akkaraju is the managing member of Samsara GP and may be deemed to have voting and dispositive power over the shares held by Samsara LP.
(2)This percentage is calculated based on the sum of (i) 25,603,471 shares of Common Stock outstanding as of April 9, 2024, as reported in the Issuer’s Current Report on Form 8-K filed with the SEC on April 11, 2024; and (ii) 12,660,993 shares of Common Stock issued in the Private Placement.

 

5

 

 

Item 5. Ownership of Five Percent or Less of a Class
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   ¨
 
Item 6. Ownership of More than Five Percent on Behalf of Another Person
   
  Not applicable
 
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
   
  Not applicable
 
Item 8. Identification and Classification of Members of the Group
   
  Not applicable
 
Item 9. Notice of Dissolution of Group
   
  Not applicable
 
Item 10. Certification
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

 

6

 

 

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.

 

Dated: April 25, 2024

 

Samsara BioCapital, L.P.

 

By:Samsara BioCapital GP, LLC  
itsGeneral Partner  
    
By: /s/ Srinivas Akkaraju  
 Name: Srinivas Akkaraju  
 Title: Managing Member  
    
Samsara BioCapital GP, LLC  
    
By:/s/ Srinivas Akkaraju  
 Name: Srinivas Akkaraju  
 Title: Managing Member  
    
/s/ Srinivas Akkaraju  
Srinivas Akkaraju  

 

  ATTENTION  
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

7

 

 

Exhibit(s):

 

AJoint Filing Agreement

 

8

 

 

EXHIBIT A

 

JOINT FILING AGREEMENT

 

We, the undersigned, hereby express our agreement that the attached Schedule 13G (or any amendments thereto) relating to the Common Stock of Leap Therapeutics, Inc. is filed on behalf of each of us.

 

Dated: April 25, 2024

 

Samsara BioCapital, L.P.

 

By:Samsara BioCapital GP, LLC  
itsGeneral Partner  
    
By: /s/ Srinivas Akkaraju  
 Name: Srinivas Akkaraju  
 Title: Managing Member  
    
Samsara BioCapital GP, LLC  
    
By:/s/ Srinivas Akkaraju  
 Name: Srinivas Akkaraju  
 Title: Managing Member  
    
/s/ Srinivas Akkaraju  
Srinivas Akkaraju