As filed with the Securities and Exchange Commission on March 7, 2017

 

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

LOXO ONCOLOGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

46-2996673

(State or Other Jurisdiction
of Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

Loxo Oncology, Inc.

281 Tresser Boulevard, 9th Floor
Stamford, CT 06901

(Address of Principal Executive Offices)  (Zip Code)

 

2014 Equity Incentive Plan

(Full Title of the Plans)

 


 

Joshua H. Bilenker, M.D.

President and Chief Executive Officer

Loxo Oncology, Inc.
281 Tresser Boulevard, 9th Floor
Stamford, CT 06901

(Name and Address of Agent for Service)

 

(203) 653-3880

(Telephone Number, including area code, of agent for service)

 


 

Copies to:

 

Robert A. Freedman, Esq.

Fenwick & West LLP

Silicon Valley Center

801 California Street

Mountain View, California 94041

(650) 988-8500

 


 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer o

 

Accelerated filer x

 

 

 

Non-accelerated filer o

 

Smaller reporting company o

(Do not check if a smaller reporting company)

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

 

 

 

 

 

 

 

 

Title of Securities
To Be Registered

 

Amount To Be
Registered (1)

 

Proposed Maximum
Offering Price
Per Share

 

Proposed Maximum
Aggregate Offering Price

 

Amount of
Registration
Fee

 

Common Stock, $0.0001 par value per share

 

650,437

(2)

$

45.85

(3)

$

29,822,537

 

$

3,457

 

(1)         Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Registrant’s 2014 Equity Incentive Plan (the “2014 EIP”) by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the Registrant’s receipt of consideration that increases the number of the outstanding shares of the Registrant’s Common Stock.

 

(2)         Shares to be registered and available for grant under the 2014 EIP resulting from the automatic annual 3% increase in the number of authorized shares available for issuance under the 2014 EIP.

 

(3)         Estimated in accordance with Rules 457(h) solely for the purpose of calculating the registration fee.  The proposed maximum offering price per share of $45.85 was computed by averaging the high and low prices of a share of Registrant’s common stock as reported on The NASDAQ Global Select Market on March 1, 2017.

 

 

 



 

STATEMENT PURSUANT TO GENERAL INSTRUCTION E TO FORM S-8

REGISTRATION OF ADDITIONAL SECURITIES

 

This registration statement (the “Registration Statement”) hereby incorporates by reference the contents of the earlier registration statements on Form S-8 (registration numbers 333-197800, 333-203081 and 333-210214) filed by Loxo Oncology, Inc.

 

II-1



 

PART II

 

Information Required in the Registration Statement

 

Item 8. Exhibits.

 

Exhibit

 

 

 

Incorporated by Reference

 

Filed

Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

5.1

 

Opinion and Consent of Fenwick & West LLP.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1

 

Consent of CohnReznick LLP, independent registered public accounting firm.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

23.2

 

Consent of Fenwick & West LLP (contained in Exhibit 5.1).

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney (incorporated by reference to Page II-3 of this Registration Statement).

 

 

 

 

 

 

 

 

 

X

 

II-2



 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Stamford, State of Connecticut, on this 7th day of March, 2017.

 

 

Loxo Oncology, Inc.

 

 

 

 

 

By:

/s/ Joshua H. Bilenker, M.D.

 

 

 

Joshua H. Bilenker, M.D.

 

 

 

President, Chief Executive Officer and Director

 

 

POWER OF ATTORNEY

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Loxo Oncology, Inc., a Delaware corporation, do hereby constitute and appoint Joshua H. Bilenker, M.D., President, Chief Executive Officer and Director and Jennifer Burstein, Vice President of Finance, the lawful attorneys-in-fact and agents with full power and authority to do any and all acts and things and to execute any and all instruments which said attorneys and agents, and any one of them, determine may be necessary or advisable or required to enable said corporation to comply with the Securities Act of 1933, as amended, and any rules or regulations or requirements of the Securities and Exchange Commission in connection with this Registration Statement.  Without limiting the generality of the foregoing power and authority, the powers granted include the power and authority to sign the names of the undersigned officers and directors in the capacities indicated below to this Registration Statement, to any and all amendments, both pre-effective and post-effective, and supplements to this Registration Statement, and to any and all instruments or documents filed as part of or in conjunction with this Registration Statement or amendments or supplements thereof, and each of the undersigned hereby ratifies and confirms that all said attorneys and agents, or any one of them, shall do or cause to be done by virtue hereof.

 

IN WITNESS WHEREOF, each of the undersigned has executed this Power of Attorney as of the date indicated.

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

President, Chief Executive Officer and Director

 

 

 

/s/ Joshua H. Bilenker, M.D.

 

(Principal Executive Officer)

 

March 7, 2017

 

Joshua H. Bilenker, M.D.

 

 

 

 

 

 

II-3



 

 

 

Vice President of Finance (Principal

 

March 7, 2017

 

/s/ Jennifer Burstein

 

Financial Officer and Principal

 

 

 

Jennifer Burstein

 

Accounting Officer)

 

 

 

 

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ David, Bonita, M.D.

 

Director

 

 

 

David, Bonita, M.D.

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Steven A. Elms

 

Director

 

 

 

Steven A. Elms

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Keith T. Flaherty, M.D.

 

Director

 

 

 

Keith T. Flaherty, M.D.

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Alan Fuhrman

 

Director

 

 

 

Alan Fuhrman

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Steve Harr, M.D.

 

Director

 

 

 

Steve Harr, M.D.

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Lori A. Kunkel, M.D.

 

Director

 

 

 

Lori Kunkel, M.D.

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Timothy Mayleben

 

Director

 

 

 

Timothy Mayleben

 

 

 

 

 

 

 

 

 

March 7, 2017

 

/s/ Avi Z. Naider

 

Director

 

 

 

Avi Z. Naider

 

 

 

 

 

 

II-4



 

EXHIBIT INDEX

 

Exhibit

 

 

 

Incorporated by Reference

 

Filed

Number

 

Exhibit Description

 

Form

 

File No.

 

Exhibit

 

Filing Date

 

Herewith

 

 

 

 

 

 

 

 

 

 

 

 

 

5.1

 

Opinion and Consent of Fenwick & West LLP.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

23.1

 

Consent of CohnReznick LLP, independent registered public accounting firm.

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

23.2

 

Consent of Fenwick & West LLP (contained in Exhibit 5.1).

 

 

 

 

 

 

 

 

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

24.1

 

Power of Attorney (incorporated by reference to Page II-5 of this Registration Statement).

 

 

 

 

 

 

 

 

 

X

 


EXHIBIT 5.1

 

 

March 7, 2017

 

Loxo Oncology, Inc.

81 Tresser Boulevard, 9th Floor

Stamford, CT 06901

 

Ladies and Gentlemen:

 

As counsel to Loxo Oncology, Inc., a Delaware corporation (the “Company”), we have examined the Registration Statement on Form S-8 to be filed by the Company with the Securities and Exchange Commission (the “Commission”) on or about March 7, 2017 (the “Registration Statement”) in connection with the registration under the Securities Act of 1933, as amended (the “Securities Act”), of an aggregate of 650,437 shares (the “Shares”) of the Company’s Common Stock, $0.0001 par value per share (the “Common Stock”),  subject to issuance by the Company upon the exercise or settlement of awards (including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) to be granted under the Company’s 2014 Equity Incentive Plan, as amended to date (the Plan”) At your request we are providing this letter, to express our opinion on the matters set forth below in this letter (“our opinion”).

 

In connection with our opinion expressed below we have examined originals or copies of  the Company’s certificate of incorporation and bylaws, the Plan, certain corporate proceedings of the Company’s board of directors and stockholders relating to the Registration Statement, the Plan and the Company’s current certificate of incorporation and bylaws, and such other agreements, documents, certificates and statements of the Company, its transfer agent and public or governmental officials, as we have deemed advisable, and have examined such questions of law as we have considered necessary. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures on documents submitted to us, the conformity to originals of all documents submitted to us as copies, and the absence of any undisclosed termination, waiver or amendment to any document reviewed by us.  In giving our opinion, we have also relied upon a good standing certificate regarding the Company issued by the Delaware Secretary of State and representations made to us by the Company, including representations that the Company has available a sufficient number of authorized shares of Common Stock that are not currently outstanding or reserved for issuance under other outstanding securities or plans of the Company, to enable the Company to issue and deliver all of the Shares as of the date of this letter.

 

We render this opinion only with respect to, and we express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing Delaware General Corporation Law (“DGCL”).

 

Based upon, and subject to, the foregoing, it is our opinion that when the 650,437 Shares of Common Stock that may be issued and sold by the Company upon the exercise or settlement of awards

 



 

(including any stock option, restricted stock, stock bonus, stock appreciation right, restricted stock unit or award of performance shares) to be granted under the Plan, have been issued and sold by the Company against the Company’s receipt of payment therefor (in an amount and type of consideration not less than the par value per Share) in accordance with the terms (including payment provisions) of the Plan and have been duly registered on the books of the transfer agent and registrar for the Shares in the name or on behalf of the holders thereof, such Shares will be validly issued, fully paid and non-assessable.

 

We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to all references to us, if any, in the Registration Statement, the prospectus constituting a part thereof and any amendments thereto.  We do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.  This opinion is intended solely for use in connection with issuance and sale of the Shares subject to the Registration Statement and is not to be relied upon for any other purpose.  In providing this letter, we are opining only as to the specific legal issues expressly set forth above, and no opinion shall be inferred as to any other matter or matters.  This opinion is rendered on, and speaks only as of, the date of this letter first written above, and does not address any potential change in facts or law that may occur after the date of this opinion letter.  We assume no obligation to advise you of any fact, circumstance, event or change in the law or the facts that may hereafter be brought to our attention, whether or not such occurrence would affect or modify any of the opinions expressed herein.

 

 

Very truly yours,

 

 

 

/s/ FENWICK & WEST LLP

 

2


Exhibit 23.1

 

Consent of Independent Registered

Public Accounting Firm

 

We consent to the incorporation by reference in this registration statement on Form S-8 filed by Loxo Oncology, Inc. of our report dated March 6, 2017, on our audits of the financial statements of Loxo Oncology, Inc. as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016, included in the Annual Report on Form 10-K of Loxo Oncology, Inc. for the year ended December 31, 2016.

 

/s/ CohnReznick LLP

 

Roseland, New Jersey

March 6, 2017