PETACH TIKVA, Israel, Nov. 7, 2016 /PRNewswire/ -- Macrocure Ltd. (NASDAQ: MCUR), a clinical-stage biotechnology company, today announced that it will hold a Special General Meeting of Shareholders on Monday, December 12, 2016, at 3:00 p.m., Israel time ( 8:00 a.m. EST) at the offices of its Israeli counsel, Meitar Liquornik Geva Leshem Tal, located at 16 Abba Hillel Road, 10 th floor, Ramat Gan 5250608, Israel at which its 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. The record date for shareholders entitled to vote at the special meeting is Friday, November 11, 2016. The agenda items for the special general meeting will consist of the following: (1) Approval, pursuant to Section 320 of the Israeli Companies Law, of the merger of Macrocure with M-Co. Merger Sub, Ltd., or Merger Sub, an Israeli company that is a wholly-owned subsidiary of Leap, including the approval of: (i) the merger transaction, whereby Merger Sub will merge with and into Macrocure, with Macrocure surviving and becoming a wholly-owned subsidiary of Leap; (ii) the Agreement and Plan of Merger, or merger agreement, dated as of August 29, 2016, by and among Macrocure, Merger Sub and Leap; (iii) the consideration to be received by Macrocure's shareholders in the Merger, consisting of a fraction of a share of common stock of Leap (to be determined based on an exchange ratio described in the merger agreement, which is subject to adjustment based on Macrocure's net cash (as defined in the merger agreement) as of the effective time of the merger) for each ordinary share of Macrocure held as of immediately prior to the effective time of the merger; (iv) the conversion of each outstanding option and warrant to purchase one ordinary share of Macrocure into an option or warrant (as applicable) to purchase a fraction of a share of Leap common stock (to be determined by multiplying one ordinary share by the exchange ratio), at an increased exercise price (to be determined by dividing the existing exercise price by the exchange ratio), subject to accelerated vesting upon the effective time in the case of each outstanding option, and otherwise subject to the remaining terms and conditions under the existing option or warrant; (v) the entry by certain of Macrocure's significant shareholders into a registration rights agreement with Leap, providing them with the right to request that their shares be included in a registration statement that Leap may in the future otherwise be filing for the potential sale of Leap common stock they will receive upon the effectiveness of the merger; and (vi) all other transactions and arrangements contemplated by the merger agreement. (2) Subject to, and effective upon, the consummation of the merger, Macrocure's purchase, in accordance with the merger agreement, of a "tail" insurance policy for its officers and directors that will provide coverage at substantially the same level as under Macrocure's existing insurance for its officers and directors, until the seventh anniversary of the merger's effectiveness.