Leap Therapeutics(LPTX) - 2025 Q3 - Quarterly Results

Corporate Governance - Leap Therapeutics, Cypherpunk Technologies Inc. has established its registered office as per its certificate of incorporation[12] - The Board has the authority to designate the date and time for the annual meeting where directors will be elected[16] - Special meetings of stockholders can be called by the Board or designated officers, but only specified business may be transacted[17] - Stockholders must provide timely notice for business to be properly brought before an annual meeting, with a notice period of 90 to 120 days prior to the meeting[21] - The Corporation's board may establish additional offices as needed for business operations[13] - Meetings of stockholders can be held remotely as authorized by Delaware law[15] - The bylaws specify that only business specified in the notice may be conducted at special meetings[18] - The Board has the power to remove directors as outlined in the bylaws[16] - The Corporation maintains records and reports as required by its bylaws[21] - The bylaws include provisions for indemnification and advancement of expenses for directors and officers[9] Stockholder Proposals - The stockholder's notice must include the name, address, and share ownership details of the Proposing Person, including any rights to acquire shares in the future[23] - Proposing Persons must provide a brief description of the business to be brought before the annual meeting, including any material interests in such business[25] - Stockholders must represent their intention to appear at the meeting to propose business and whether they intend to solicit proxies from other stockholders[25] - The term "Proposing Person" includes the stockholder, beneficial owners, and any affiliates or associates acting in concert[26] - A stockholder must update their notice to ensure accuracy as of the record date and ten business days prior to the meeting[29] - No business shall be conducted at an annual meeting unless it complies with the specified notice requirements[30] - Timely notice for nominations must be provided in writing and in proper form to the secretary of the Corporation[36] - Stockholders must comply with the notice requirements for special meetings, with specific timelines for submission[36] Voting and Quorum - A quorum for stockholder meetings is established by a majority in voting power of the capital stock issued and outstanding[48] - Stockholders are entitled to one vote for each share of capital stock held[52] - A plurality of votes cast is sufficient to elect a director at stockholder meetings[53] - Actions by stockholders must be taken at a duly called meeting and cannot be executed by written consent[54] - The Board may fix a record date for stockholders entitled to notice of meetings, which cannot be more than 60 days nor less than 10 days before the meeting[55] - If no record date is fixed, the record date for determining stockholders entitled to vote is at the close of business on the day before notice is given[55] - Each stockholder entitled to vote may authorize another person to act for them by proxy, which is valid for up to three years unless stated otherwise[57] - A complete list of stockholders entitled to vote must be prepared at least 10 days before every meeting, showing the address and number of shares for each stockholder[59] Board of Directors - The greater of a majority of directors or one-third of the authorized number constitutes a quorum for Board meetings[79] - The Board may take action without a meeting if all members consent in writing or electronically, which must be filed with the minutes[80] - The Board has the authority to fix the compensation of directors[81] - Directors may be removed only for cause by a two-thirds vote of the outstanding shares entitled to vote[82] - The Board must appoint inspectors of election before any meeting to ensure impartiality in the voting process[61] - The Corporation may designate one or more committees consisting of directors to manage business affairs, with the authority to exercise Board powers as specified in bylaws[89] - Each committee is required to keep regular minutes of its meetings and report them to the Board when necessary[90] - The Board has the authority to appoint officers, including a president, treasurer, and secretary, with the possibility of additional roles as needed[94] - Officers may be removed by the Board at any regular or special meeting, and any officer may resign at any time with written notice[97][98] Financial Matters - The Corporation may declare and pay dividends on shares of capital stock, which can be in cash, property, or additional shares[111] - The fiscal year of the Corporation shall be determined by the Board and may be changed as needed[113] - The Corporation may adopt a corporate seal, which can be altered by the Board[114] - Shares of the Corporation are transferable according to law and these bylaws, requiring proper endorsement and documentation[115] - The Corporation is entitled to recognize the registered owner of shares for dividends and voting rights, and is not bound to recognize claims from others[117] Indemnification - The Corporation shall indemnify each Indemnitee against all expenses, liabilities, losses, and judgments incurred in connection with any action, suit, or proceeding, provided they acted in good faith and in the best interests of the Corporation[126] - Indemnification is not available for claims where the Indemnitee has been adjudged liable to the Corporation unless a court determines that indemnification is appropriate under the circumstances[128] - An Indemnitee who is successful in defending any action shall be indemnified for all expenses incurred[129] - Indemnitees must notify the Corporation in writing of any action or proceeding for which indemnity is sought[131] - The Corporation will advance expenses incurred by Indemnitees in defending actions, provided they agree to repay if it is ultimately determined they are not entitled to indemnification[132] - Indemnification requests must be submitted in writing and will be processed within 60 days unless certain conditions apply[133] - The Corporation shall not indemnify an Indemnitee for proceedings initiated by them unless approved by the Board[136] - Indemnification rights continue for Indemnitees even after they cease to hold office and extend to their estates and heirs[138] - The Corporation may enter into agreements providing different indemnification rights and procedures for officers and directors[138] - Indemnification rights are not exclusive and may be supplemented by other legal rights or agreements[138] - The Corporation is entitled to indemnification for expenses, liabilities, and losses incurred in connection with legal actions, including attorneys' fees[139] - The Corporation may purchase insurance to protect itself and its directors, officers, and employees against incurred expenses and liabilities[140] - If any part of Article IX is invalidated, the Corporation will still indemnify Indemnitees to the fullest extent permitted by applicable law[141] Bylaws - The Board has the power to adopt, amend, or repeal the bylaws, with specific requirements during the Special Governance Term[144]