LOXO ONCOLOGY,INC. (NASDAQ:LOXO) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive
Agreement.
On January4, 2017, Loxo Oncology,Inc. (Loxo Oncology) entered
into an underwriting agreement (the Underwriting Agreement) with
Morgan Stanley Co. LLC, Citigroup Global Markets Inc. and Cowen
and Company, LLC, as representatives of several underwriters
named on Schedule II thereto (the Underwriters), to which Loxo
Oncology agreed to issue and sell an aggregate of 3,870,000
shares of its common stock (the Shares) to the Underwriters (the
Offering). The Shares will be sold at a per share public offering
price of $31.00. to the Underwriting Agreement, Loxo Oncology
also granted the Underwriters a 30-day option to purchase up to
an additional 580,500 shares of its common stock. The
Underwriting Agreement contains customary representations and
warranties, conditions to closing, market standoff provisions,
termination provisions and indemnification obligations, including
for liabilities under the Securities Act of 1933, as amended. The
Offering will be made to a shelf registration statement on
FormS-3 (File No.333-214392) that was filed by Loxo Oncology with
theSecurities and Exchange Commission(SEC) onNovember2, 2016and
declared effective by theSEConNovember16, 2016.
Loxo Oncology estimates that net proceeds from the Offering will
be approximately $112.4 million, after deducting underwriting
discounts and commissions and estimated Offering expenses, and
assuming no exercise of the Underwriters option to purchase
additional shares. Loxo Oncology intends to use the net proceeds
from the Offering for early commercialization activities for
larotrectinib, new and ongoing research and development
activities, and general corporate purposes, which may include
increased working capital, acquisitions or investments in
businesses, products or technologies, and capital expenditures.
Loxo Oncology expects the Offering to close on January10, 2017,
subject to customary closing conditions.
The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the Underwriting Agreement. A copy
of the Underwriting Agreement is filed with this Current Report
on Form8-K as Exhibit1.1 and is incorporated herein by reference.
A copy of the opinion of Fenwick West LLP, relating to the
validity of the Shares in connection with the Offering, is filed
with this Current Report on Form8-K report as Exhibit5.1.
Item 2.02 Results of Operations and Financial
Condition.
As reported in our preliminary prospectus supplement filed with
the SEC on January4, 2017, based on our current estimates, as of
December31, 2016, we had approximately $141.7 million in cash,
cash equivalents and investments. The actual amounts that we
report will be subject to our financial closing procedures and
any final adjustments that may be made prior to the time our
financial results for the period ended December31, 2016 are
finalized.
The information in this Item2.02 shall not be deemed to be filed
for purposes of Section18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that
section or Sections11 and 12(a)(2)of the Securities Act of 1933,
as amended. The information contained in this Item2.02 shall not
be incorporated by reference into any registration statement or
other document filed by Loxo Oncology with the SEC, whether made
before or after the date of this Current Report on Form8-K,
regardless of any general incorporation language in such filing
(or any reference to this Current Report on Form8-K generally),
except as shall be expressly set forth by specific reference in
such filing.
Item8.01. Other Events.
On January5, 2017, Loxo Oncology issued a press release,
announcing the pricing of the Offering. A copy of the press
release is filed with this Current Report on Form8-K as
Exhibit99.1 and is incorporated herein by reference.
Item9.01. Financial Statements and Exhibits.
(d)Exhibits.
|
Exhibit Number |
|
DescriptionofExhibit |
|
1.1 |
Underwriting Agreement dated January4, 2017 |
|
|
5.1 |
Opinion of Fenwick West LLP |
|
|
23.1 |
Consent of Fenwick West LLP (contained in Exhibit5.1) |
|
|
99.1 |
Press release dated January5, 2017 |
Forward-Looking Statements
This Current Report on Form8-K contains forward-looking
statements within the meaning of the safe harbor provisions of
the U.S. Private Securities Litigation Reform Act of 1995 and
other federal securities laws. Any statements contained herein
that do not describe historical facts, including, but not
limited to, statements regarding the anticipated use of
proceeds of the Offering and the timing of completion of the
Offering, are forward-looking statements that involve risks and
uncertainties that could cause actual results to differ
materially from those discussed in such forward-looking
statements.Such risks and uncertainties include, among others,
the risks identified in Loxo Oncologys filings with theSEC,
including without limitation, its Annual Report on Form10-K for
the fiscal year endedDecember31, 2015 filed with
theSEConMarch15, 2016, its Quarterly Report on Form10-Q for the
fiscal quarter ended September30, 2016 filed with the SEC on
November2, 2016, the prospectus supplement related to the
Offering, and subsequent filings with theSEC. Any of these
risks and uncertainties could materially and adversely affect
Loxo Oncologys results of operations, which would, in turn,
have a significant and adverse impact on Loxo Oncology stock
price. Loxo Oncology cautions you not to place undue reliance
on any forward-looking statements, which speak only as of the
date they are made. Loxo Oncology undertakes no obligation to
update publicly any forward-looking statements to reflect new
information, events or circumstances after the date they were
made or to reflect the occurrence of unanticipated events.
About LOXO ONCOLOGY, INC. (NASDAQ:LOXO)
Loxo Oncology, Inc. is a United States-based biopharmaceutical company. The Company is engaged in developing selective medicines for patients with genetically defined cancers. Its pipeline focuses on cancers that are dependent on single gene abnormalities, such that a single drug has the potential to treat the cancer. Its pipeline includes LOXO-101, LOXO-195, Rearranged During Transfection (RET) Program and Fibroblast Growth Factor Receptor (FGFR) program. LOXO-101 is a selective inhibitor of tropomyosin receptor kinases (TRK) for the treatment of patients with soft tissue sarcoma. LOXO-195 is a selective TRK inhibitor capable of addressing potential mechanisms of acquired resistance that may emerge in patients receiving LOXO-101 or multikinase inhibitors with anti-TRK activity. It has designed a series of RET inhibitors that optimize on-target potency for RET gene fusions, mutations and clinically-identified resistance mutations. It is designing FGFR1-sparing FGFR inhibitor. LOXO ONCOLOGY, INC. (NASDAQ:LOXO) Recent Trading Information
LOXO ONCOLOGY, INC. (NASDAQ:LOXO) closed its last trading session up +1.12 at 34.37 with 386,362 shares trading hands.