UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 1417, 2018

Endocyte, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35050	35-1969-140
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

3000 Kent Avenue, Suite A1-100, West Lafayette, Indiana		47906
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 765-463-7175

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

ITEM 82.01 ~~Other~~Completion ~~Events~~of Acquisition or Disposition of Assets.

As previously disclosed, inon ~~connection~~October 17, ~~with~~2018, ~~the proposed merger involving~~ Endocyte, Inc. ~~(“Endocyte”)~~, ~~Novartis~~a AGDelaware corporation (“~~Novartis~~Endocyte”), ~~and~~entered ~~Edinburgh~~into ~~Merger~~an ~~Corporation,~~Agreement aand ~~wholly~~Plan ~~owned subsidiary~~ of ~~Novartis~~Merger (the “Merger ~~Sub~~Agreement”), ~~Endocyte,~~with Novartis ~~and Merger Sub filed jointly on November 10~~AG, ~~2018~~ a ~~required~~company ~~declaration~~organized ~~with~~under the ~~Committee~~laws onof ~~Foreign~~Switzerland ~~Investment in the United States~~ (“~~CFIUS~~Novartis”), ~~pursuant~~and toEdinburgh ~~Section 721~~Merger ofCorporation, ~~the~~a ~~Defense~~Delaware ~~Production~~corporation ~~Act~~and ofa ~~1950,~~wholly asowned ~~amended~~subsidiary of Novartis (“~~Section 721~~Merger Sub”). ~~The~~Pursuant ~~declaration~~to ~~review~~the ~~period~~Merger ~~expired~~Agreement, on December 1421, 2018~~. On~~ ~~December 14, 2018, CFIUS notified~~ (the ~~parties~~“Closing ~~that~~Date”), ~~based~~Merger onSub ~~its~~was ~~assessment~~merged ~~of the declaration, it cannot conclude action under Section 721~~ with ~~respect to the proposed merger~~ and ~~that~~into ~~the~~Endocyte ~~parties may file with CFIUS a written notice pursuant to Section 721 to seek written notification that CFIUS has concluded all action under Section 721. CFIUS did not request that~~ (the parties file a joint voluntary notice pursuant to 31 C.F.R. § 801.501 or unilaterally initiate a review of the proposed merger pursuant to 31 C.F.R. § 801.504. The closing of the proposed merger remains subject to customary closing conditions“Merger”), ~~including the approval of Endocyte’s stockholders. A special meeting of Endocyte’s stockholders~~ with ~~respect to the proposed merger is scheduled to be held on December 20, 2018. Subject to approval of the proposed merger by~~ Endocyte’s ~~stockholders~~continuing atas the ~~special~~surviving ~~meeting,~~corporation ~~Endocyte, Novartis~~ and ~~Merger~~a ~~Sub~~wholly ~~intend~~owned tosubsidiary ~~then~~of ~~close the proposed merger as soon as practicable after such special meeting~~Novartis.

~~Additional~~Pursuant ~~Information~~to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each issued and ~~Where~~outstanding share of Endocyte common stock, par value $0.001 per share (the “Endocyte common stock”) (other than shares owned by Endocyte, Novartis or Merger Sub immediately prior to ~~Find~~the ItEffective Time (which shares were canceled) and shares with respect to which appraisal rights were properly demanded and not withdrawn under Delaware law (collectively, the “Excluded Shares”)), was automatically converted into the right to receive $24.00 in cash, without interest and less any applicable withholding taxes (the “Merger Consideration”).

InAt ~~connection with~~ the ~~proposed~~Effective ~~merger~~Time, ~~Endocyte~~each ~~has~~stock ~~filed~~option ~~and intends~~ to ~~file~~purchase ~~relevant~~shares ~~materials~~of ~~with the Securities and Exchange Commission (the “SEC”). On November 16, 2018,~~ Endocyte ~~filed~~common astock ~~definitive~~that ~~proxy~~was ~~statement~~outstanding ~~with the SEC~~ and ~~began~~unexercised ~~mailing~~immediately ~~definitive~~prior ~~proxy materials~~ to ~~each stockholder entitled to vote at~~ the ~~special~~Effective ~~meeting~~Time, ~~relating~~whether tovested ~~the~~or ~~proposed~~unvested, ~~merger.~~was ~~On December~~(i) ~~12,~~if ~~2018, Endocyte filed a supplement to~~ the ~~proxy~~exercise ~~statement~~price ~~with~~of ~~the~~such ~~SEC.~~option ~~This~~was ~~communication~~less isthan ~~not a substitute for~~ the ~~proxy~~Merger ~~statement~~Consideration, ~~as supplemented~~canceled, ~~or any other document that Endocyte has filed~~ with the ~~SEC~~holder orbecoming ~~has~~entitled ~~sent~~ to ~~its~~receive ~~stockholders~~an amount in ~~connection~~cash ~~with~~equal ~~the proposed merger. Stockholders are urged~~ to ~~carefully read the proxy statement, as supplemented, and any other proxy materials in their entirety~~ (~~including any amendments or supplements thereto~~a) the ~~and~~excess ~~any~~of ~~other~~the ~~relevant~~Merger ~~documents~~Consideration ~~that~~over ~~Endocyte~~the ~~will~~exercise ~~file~~price ~~with~~of the ~~SEC when they become available because they will contain important information. The proxy statement~~option, asmultiplied ~~supplemented,~~by ~~and other relevant materials~~ (~~when available~~b), the ~~and~~number ~~any~~of ~~and~~shares ~~all~~of ~~documents filed by~~ Endocyte ~~with~~common ~~the~~stock ~~SEC,~~subject ~~may~~to ~~also~~such beoption ~~obtained~~(subject ~~for~~to ~~free~~any atapplicable ~~the~~withholding ~~SEC’s~~taxes); ~~website~~or at(ii) if ~~www.sec.gov.~~the Inexercise ~~addition,~~price ~~stockholders may obtain free copies~~ of ~~the~~such ~~documents~~option ~~filed~~was ~~with~~equal ~~the~~to ~~SEC~~or bygreater ~~Endocyte~~than in the ~~“Investors &~~Merger ~~News” section of its website at www.endocyte.com~~Consideration, orcanceled ~~copies may be obtained,~~ without ~~charge,~~any byconsideration ~~directing~~being ~~a request to Corporate Secretary, Endocyte, Inc~~payable.~~, 8910 Purdue Road, Suite 250, Indianapolis, Indiana 46268 or by calling (765) 463-7175.~~

~~Participants~~Also at the Effective Time, each restricted stock unit (“RSU”) that was outstanding and not settled immediately prior to the Effective Time, whether vested or unvested, was canceled and converted into the right to receive an amount in cash equal to the ~~Solicitation~~Merger Consideration multiplied by the number of shares of Endocyte common stock subject to such RSU (subject to any applicable withholding taxes).

~~Endocyte~~The ~~and~~foregoing ~~its~~descriptions ~~directors~~of ~~and~~the ~~executive~~Merger ~~officers~~and ~~may~~the beMerger ~~deemed,~~Agreement ~~under~~do ~~SEC~~not ~~rules,~~purport to be ~~participants~~complete inand ~~the~~are ~~solicitation~~qualified ofin ~~proxies~~their ~~from~~entirety ~~Endocyte’s~~by ~~stockholders~~reference ~~with respect~~ to the ~~proposed~~full ~~merger.~~text ~~Information~~of ~~regarding~~the ~~such~~Merger ~~individuals~~Agreement, iswhich ~~set~~was ~~forth~~previously infiled as Exhibit 2.1 to Endocyte’s ~~Annual~~Current Report on Form 108-K ~~for the year ended December 31, 2017, which was~~ filed with the ~~SEC~~Securities ~~on February 27, 2018,~~ and ~~its~~Exchange ~~definitive~~Commission ~~proxy statement for its 2018 annual meeting of stockholders, which was filed with~~ (the “SEC”) on ~~March~~October 2318, 2018. ~~Additional~~and ~~information regarding the interests of such individuals in the proposed merger~~ is ~~included~~incorporated inherein ~~Endocyte’s~~by ~~definitive~~reference ~~proxy~~as ~~statement~~Exhibit 2.1 ~~relating~~ to ~~the~~this ~~proposed~~Current ~~merger~~Report ~~filed with the SEC~~ on ~~November~~Form ~~16, 2018~~8-K. ~~These documents may be obtained free of charge from the SEC’s website at www.sec.gov and Endocyte’s website at www.endocyte.com.~~

2ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Forward~~In ~~Looking~~connection ~~Statements~~with the consummation of the Merger, on the Closing Date, Endocyte notified The Nasdaq Stock Market LLC (“Nasdaq”) that the Merger had been completed and requested that trading in shares of Endocyte common stock on the Nasdaq Global Market be suspended and that the shares of Endocyte common stock be withdrawn from listing on the Nasdaq Global Market. Endocyte also requested that Nasdaq file with the SEC a notification of removal from listing and registration on Form 25 with respect to Endocyte common stock to delist Endocyte common stock from the Nasdaq Global Market and to deregister Endocyte common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

~~This~~Endocyte ~~communication~~intends ~~may include “forward-looking” statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, without limitation, statements relating~~ to ~~the~~file ~~completion~~with of the ~~merger. Forward-looking statements can usually be identified by the use of terminology such as “anticipate~~SEC,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and similar words or expression, or by express or implied discussions regarding the proposed merger including the expected timing for completion of the proposed merger. These statements are based on ~~current expectations and assumptions that are subject to risks and uncertainties. There can be no guarantee that the proposed merger described in this communication will be completed~~Form 15, ~~or that it will be completed as currently proposed, or at any particular time. Actual results could differ materially from those anticipated as~~ a ~~result~~certification ofand ~~various~~notice ~~factors, including: (1) Endocyte may be unable to obtain stockholder approval as required for the merger; (2) conditions to the closing~~ of ~~the~~termination ~~merger, including the obtaining~~ of ~~required regulatory approvals, may not be satisfied; (3)~~ the ~~merger~~registration ~~may involve unexpected costs, liabilities or delays; (4) the business or stock price~~ of Endocyte ~~may~~common ~~suffer~~stock asunder ~~a result of uncertainty surrounding the merger; (5)~~Section ~~the outcome of any legal proceedings related to the merger;~~ 12(6g) ~~Endocyte may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence~~ of ~~any event, change or other circumstances that could give rise to~~ the ~~termination~~Exchange ofAct ~~the merger agreement; (8) the ability to recognize benefits of the merger; (9) risks that the merger disrupts current plans~~ and ~~operations~~suspension ~~and the potential difficulties in employee retention as a result~~ of the merger; (10) other risks to consummation of the merger, including the risk that the merger will not be consummated within the expected time period or at all; (11) the risks described from time to time in Endocyte’s ~~reports~~reporting ~~filed~~obligations ~~with the SEC~~ under ~~the~~Sections ~~heading~~13 ~~“Risk Factors,” including the Quarterly Report on Form 10-Q for the quarter ended September 30, 2018~~ and ~~in other filings with the SEC; and~~ 15(12d) ~~general industry and economic conditions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as~~ of the ~~date~~Exchange ~~on which such statements were made~~Act. ~~Except as required by applicable law, Endocyte undertakes no obligation to update forward-looking statements to reflect events or circumstances arising after such date.~~

ITEM 3.03 Material Modification to Rights of Security Holders.

~~SIGNATURES~~The information set forth under Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	Endocyte, Inc.
December 17, 2018	By:	/s/ Michael A. Sherman
		Name: Michael A. Sherman
		Title: President and Chief Executive Officer

At the Effective Time, each outstanding share of Endocyte common stock (other than the Excluded Shares) was automatically converted into the right to receive the Merger Consideration. At the Effective Time, all holders of Endocyte common stock (other than the Excluded Shares) ceased to have any rights with respect thereto other than the right to receive the Merger Consideration.

4ITEM 5.01 Changes in Control of Registrant.

The information set forth under Items 2.01 and 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

As a result of the Merger, a change in control of Endocyte occurred on the Closing Date, and Endocyte is now a wholly owned subsidiary of Novartis.

The aggregate consideration payable by Novartis in connection with the Merger (including with respect to shares of Endocyte common stock, stock options to purchase shares of Endocyte common stock and RSUs) is approximately $2.1 billion. Novartis financed the Merger through cash on hand.

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Director Matters

In connection with the Merger, and pursuant to the terms of the Merger Agreement, at the Effective Time, each of John C. Aplin, Colin Goddard, Marc D. Kozin, Philip S. Low, Patrick Machado, Fred A. Middleton, Lesley Russell, Michael A. Sherman and Dawn Svoronos ceased to be a member of the Endocyte Board of Directors and the committees thereof. Pursuant to the terms of the Merger Agreement, at the Effective Time, the directors of Merger Sub as of immediately prior to the Effective Time, Christian Klee and Susanne Schaffert, became the directors of Endocyte.

2018 Cash Bonuses for Named Executive Officers

On December 17, 2018, the Compensation Committee of the Board of Directors of Endocyte, based on its review of the results of the 2018 Key Results Areas (“KRAs”) for each of Endocyte’s executive officers (which KRAs had been established by the Compensation Committee in early 2018), approved weighted KRA scores and the payment of a cash bonus amount to each of Endocyte’s named executive officers (Michael A. Sherman, Michael T. Andriole, Alison A. Armour, Christopher P. Leamon and Katherine K. Parker) (the “NEOs”) as follows:

	Bonus
Named Executive Officer	$
Michael A. Sherman	$	429,508
Michael T. Andriole	$	209,178
Alison A. Armour, M.D.	$	221,917
Christopher P. Leamon, Ph.D.	$	193,782
Katherine K. Parker	$	106,538

Tax Reimbursement Arrangements

Effective December 19, 2018, Endocyte entered into amendments (the “Amendments”) to the Change in Control and Severance Agreements (the “CIC Agreements”) with each of the NEOs, which Amendments provide that Endocyte will reimburse the individual for any taxes, penalties and interest related to any taxes that may be imposed on him or her under the excise tax provisions of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such that, on a net after-tax basis, the affected executive would be in the same position as if no such excise tax had applied to him or her (the “Tax Reimbursement

Payments”). The Amendments provide that the aggregate amount of Tax Reimbursement Payments that Endocyte will make to all of its executives is limited to $5.0 million, as agreed to by Endocyte and Novartis in connection with the Merger Agreement, which limitation will be applied, if necessary, on a pro rata basis.

The Amendments also replace in their entirety the provisions in the CIC Agreements that provided that the amount of any severance and any other merger-related payments and benefits that an executive otherwise would be entitled to receive under the CIC Agreements would be reduced to the extent necessary to avoid the excise tax under Section 4999 of the Code, but only if such reduction would result in the executive retaining a greater amount of such payments and benefits on an after-tax basis than had no reduction been made.

The foregoing description of the CIC Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of CIC Agreement, which was previously filed as Exhibit 10.1 to Endocyte’s Current Report on Form 8-K filed with the SEC on May 18, 2015 and is incorporated herein by reference as Exhibit 10.1 to this Current Report on Form 8-K. The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

The information set forth under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.

Pursuant to the terms of the Merger Agreement, at the Effective Time: (i) the certificate of incorporation of Endocyte was amended and restated in its entirety to be identical to the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time (except that references therein to the name of Merger Sub were replaced by references to Endocyte, Inc.), and (ii) the bylaws of Endocyte were amended and restated in their entirety to be identical to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that references therein to the name of Merger Sub were replaced by references to Endocyte, Inc.).

The amended and restated certificate of incorporation and amended and restated bylaws of Endocyte are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference into this Item 5.03.

ITEM 5.07 Submission of Matters to a Vote of Security Holders.

On December 20, 2018, Endocyte held a special meeting of holders of Endocyte common stock (the “Special Meeting”). The following matters (the “Proposals”) were voted upon by the stockholders with the final voting results as shown:

Proposal 1 — To adopt the Merger Agreement, by and among Endocyte, Novartis and Merger Sub, pursuant to which Merger Sub will be merged with and into Endocyte.

For		Against		Abstain		Broker Non-Votes
57,056,146		86,911		95,529		0

Proposal 2 — To approve, on an advisory (non-binding) basis, certain compensation that may be paid or become payable to Endocyte’s named executive officers in connection with the Merger.

For		Against		Abstain		Broker Non-Votes
44,956,453		11,845,910		436,223		0

Proposal 3 — To approve the adjournment of the Special Meeting, if necessary or appropriate, including to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement.

For		Against		Abstain		Broker Non-Votes
54,227,569		2,888,594		122,423		0

All three Proposals were approved, each receiving the affirmative requisite vote of the holders of shares of Endocyte common stock. Although Proposal 3 was approved, the adjournment of the Special Meeting to solicit additional proxies was not necessary or appropriate because there were sufficient votes at the time of the Special Meeting to adopt the Merger Agreement.

Each Proposal is described in detail in Endocyte’s definitive proxy statement filed with the SEC on November 16, 2018, as amended and supplemented prior to the Special Meeting.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Index

Exhibit No.		Exhibit

2.1		Agreement and Plan of Merger, dated as of October 17, 2018, among Novartis AG, Edinburgh Merger Corporation and Endocyte, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed on October 18, 2018)

3.1		Amended and Restated Certificate of Incorporation of Endocyte, Inc., effective December 21, 2018

3.2		Amended and Restated Bylaws of Endocyte, Inc., effective December 21, 2018

10.1		Form of Endocyte, Inc. Change in Control and Severance Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on May 18, 2015)

10.2		Form of Amendment to Change in Control and Severance Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Endocyte, Inc.

December 21, 2018	By:	/s/ Michael A. Sherman
		Name: Michael A. Sherman
		Title: President and Chief Executive Officer

Filing Compare · ENDOCYTE INC