S-8

As filed with the Securities and Exchange Commission on March 27, 2015

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.

One Landmark Square

Suite 1122
Stamford, CT 06901

(Address of Principal Executive Offices)  (Zip Code)

2014 Equity Incentive Plan

2014 Employee Stock Purchase Plan

(Full Title of the Plans)

Joshua H. Bilenker, M.D.

President and Chief Executive Officer

Loxo Oncology, Inc.
One Landmark Square

Suite 1122
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 o
Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

CALCULATION OF REGISTRATION FEE

Title of SecuritiesTo 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	499,021	(2)	$	13.75	(3)	$	6,861,538.75	$	797.31
Common Stock, $0.0001 par value per share	166,340	(4)	$	11.68	(5)	$	1,942,851.20	$	225.76
TOTAL	665,361		N/A			$	8,804,389.95	$	1,023.07

(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”)   and 2014 Employee Stock Purchase Plan (the “2014 ESPP”) 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 $13.75 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 24, 2015.

(4)Shares to be registered and available for grant under the 2014 ESPP resulting from the automatic annual 1% increase in the number of authorized shares available for issuance under the 2014 ESPP.

(5)Estimated pursuant to Rule 457(c) and (h) of the Securities Act, solely for purposes of calculating the registration fee, based on the average of the high and low sales price reported on The NASDAQ Global Select Market on March 24, 2015. This amount is multiplied by 85% pursuant to the terms of the 2014 ESPP, which provides that the purchase price of a share of common stock is equal to 85% of the fair market value of the common stock on the offering date (i.e., the first business day of a 12-month offering period) or the purchase date (i.e., the last business day of a six-month purchase period), whichever is less.

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 statement on Form S-8 (registration number 333-197800) 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-5 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 27th day of March, 2015.

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 Dov A. Goldstein, M.D., Acting Chief Financial Officer and Director, 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
/s/ Joshua H. Bilenker, M.D.	President, Chief Executive Officer and Director (Principal Executive Officer)	March 27, 2015
Joshua H. Bilenker, M.D.

II-3

/s/ Dov A. Goldstein, M.D.	Acting Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)	March 27, 2015
Dov A. Goldstein, M.D.
/s/ Lori Kunkel, M.D.	Director	March 27, 2015
Lori Kunkel, M.D.
/s/ James Barrett, Ph.D.	Director	March 27, 2015
James Barrett, Ph.D.
/s/ David, Bonita, M.D.	Director	March 27, 2015
David, Bonita, M.D.
/s/ Steven A. Elms	Director	March 27, 2015
Steven A. Elms
/s/ Keith T. Flaherty, M.D.	Director	March 27, 2015
Keith T. Flaherty, M.D.
/s/ Alan Fuhrman	Director	March 27, 2015
Alan Fuhrman
/s/ Avi Z. Naider	Director	March 27, 2015
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

EX-5.1

EXHIBIT 5.1

March 27, 2015

Loxo Oncology, Inc.

One Landmark Square

Suite 1122

Stamford, CT 06901

Gentlemen/Ladies:

At your request, we have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by Loxo Oncology, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) on or about March 27, 2015 in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 665,361 shares of the Company’s Common Stock, $0.0001 par value per share (the “Stock”), subject to issuance by the Company upon the exercise of (a) stock options to be granted under the Company’s 2014 Equity Incentive Plan, and (b) purchase rights to be granted under the Company’s 2014 Employee Stock Purchase Plan.  The plans referred to in clauses (a) and (b) in the preceding sentence are collectively referred to in this letter as the “Plans.”  In rendering this opinion, we have examined such matters of fact as we have deemed necessary in order to render the opinion set forth herein, which included examination of the following:

(1)the Company’s Restated Certificate of Incorporation, certified by the Delaware Secretary of State on August 7, 2014 (the “Restated Certificate”);

(2)the Company’s Bylaws, certified by the Company’s Secretary on August 6, 2014 (the “Bylaws”);

(3)the Registration Statement, together with the Exhibits filed as a part thereof or incorporated therein by reference;

(4)the Plans and related forms of Plan agreements;

(5)the prospectuses prepared in connection with the Registration Statement (the “Prospectuses”);

(6)the minutes of meetings and actions by written consent of the Company’s Board of Directors (the “Board”) and stockholders at which, or pursuant to which, the Restated Certificate and the Bylaws were approved;

(7)the minutes of meetings and actions by written consent of the Board and stockholders at which, or pursuant to which, the Board and stockholders of the Company adopted and approved the Plans, the reservation of the Stock for sale and issuance pursuant to the Plans and the filing of the Registration Statement;

(8)a statement prepared by the Company as to the number of issued and outstanding options, warrants and rights to purchase shares of the Company’s capital stock and any additional shares of capital stock reserved for future issuance in connection with the Company’s stock option and stock purchase plans and all other plans, agreements or rights as of March 26, 2015;

(9)a Certificate of Good Standing issued by the Secretary of State of the State of Delaware dated March 26, 2014 (the “Certificate of Good Standing”); and

(10)an Opinion Certificate addressed to us and dated of even date herewith executed by the Company containing certain factual representations (the “Opinion Certificate”).

In our examination of documents for purposes of this opinion, we have relied on the accuracy of representations to us by officers of the Company with respect to the genuineness of all signatures on original documents, the authenticity and completeness of all documents submitted to us as originals, the conformity to originals and completeness of all documents submitted to us as copies, the legal capacity of all persons or entities executing the same, the lack of any undisclosed termination, modification, waiver or amendment to any document referenced in clauses (4), (6) and (7) above to us.

The Company’s capital stock is uncertificated.  We assume that issued Stock will not be reissued by the Company in uncertificated form until any previously issued stock certificate representing such issued Stock have been surrendered to the Company in accordance with DGCL Section 158 and that the Company will properly register the transfer of the Stock to the purchasers of such Stock on the Company’s record of uncertificated securities.

As to matters of fact relevant to this opinion, we have relied solely upon our examination of the documents referred to above and have assumed the current accuracy and completeness of the information obtained from the documents referred to above and the representations and warranties made by representatives of the Company to us, including but not limited to those set forth in the Opinion Certificate.  We have made no independent investigation or other attempt to verify the accuracy of any of such information or to determine the existence or non-existence of any other factual matters.

We render this opinion only with respect to, and express no opinion herein concerning the application or effect of the laws of any jurisdiction other than, the existing laws of the United States of America, of the State of California and of the Delaware General Corporation Law, the Delaware Constitution and reported judicial decisions relating thereto.

With respect to our opinion expressed in paragraph (1) below as to the valid existence and good standing of the Company under the laws of the State of Delaware, we have relied solely upon the Certificate of Good Standing and representations made to us by the Company.

2

This opinion is based upon the customary practice of lawyers who regularly give, and lawyers who regularly advise opinion recipients regarding, opinions of the kind set forth in this opinion letter, including customary practice as described in bar association reports.

Based upon the foregoing, it is our opinion that:

(1)The Company is a corporation validly existing, in good standing, under the laws of the State of Delaware; and

(2)The 665,361 shares of Stock that may be issued and sold by the Company upon the exercise of (a) stock options granted or to be granted under the Company’s 2014 Equity Incentive Plan, and (b) purchase rights to be granted under the Company’s 2014 Employee Stock Purchase Plan, when issued, sold and delivered in accordance with the applicable Plan and purchase agreements entered into and to be entered into thereunder and in the manner and for the consideration stated in the Registration Statement and the relevant Prospectus, will be validly issued, fully paid and nonassessable.

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.

This opinion is intended solely for use in connection with issuance and sale of shares subject to the Registration Statement and is not to be relied upon for any other purpose.  This opinion is rendered as of the date first written above and based solely on our understanding of facts in existence as of such date after the aforementioned examination.  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 the opinions expressed herein.

Very truly yours,

FENWICK & WEST LLP

By:/s/ Fenwick & West LLP

3

EX-23.1

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 of Loxo Oncology, Inc. of our report dated March 27, 2015, on our audits of the financial statements of Loxo Oncology, Inc. as of December 31, 2013 and 2014 and for the period from May 9, 2013 (date of inception) to December 31, 2013 and for the year ended December 31, 2014, which report is included in the Annual Report on Form 10-K of Loxo Oncology, Inc. for the year ended December 31, 2014.

/s/ CohnReznick LLP

Roseland, New Jersey

March 27, 2015