UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

of the Securities Exchange Act of 1934

Date of ~~Report~~report (Date of earliest event reported): ~~January~~February 515, 2019

LOXO ONCOLOGY, INC.

(Exact ~~name~~Name of Registrant as Specified in ~~Its~~its Charter)

Delaware	001-36562	46-2996673
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
281 Tresser Blvd., 9th Floor Stamford, CT		06901
(Address of Principal Executive Offices)		(Zip Code)

Delaware

(State or Other Jurisdiction of Incorporation)


001-36562		46-2996673
(Commission File Number)		(IRS Employer Identification No.)

281 Tresser Blvd., 9th Floor Stamford, CT		06901
(Address of Principal Executive Offices)		(Zip Code)

(203) 653-3880

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code~~code)

Not Applicable

(Former ~~Name~~name or ~~Former~~former ~~Address~~address, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~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 (see General ~~Instructions~~Instruction A.2. below):

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

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

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

☐	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 ☐

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. ☐

~~Item~~INTRODUCTORY ~~1.01~~NOTE ~~Entry into a Material Definitive Agreement.~~

As previously disclosed, on January 5, 2019, Loxo Oncology, Inc. (“Loxo Oncology”), Eli Lilly and Company, an Indiana corporation (“Lilly”), and Bowfin Acquisition Corporation, a Delaware corporation and wholly-owned subsidiary of Lilly (“Purchaser”), entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, on January 17, 2019, Purchaser commenced a tender offer (the “Offer”) to purchase all of the outstanding shares of Loxo Oncology common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $235.00 per Share (the “Offer Price”), net to the seller in cash, without interest and less any applicable tax withholding.

OnThe ~~January 5,~~Offer ~~2019,~~expired ~~Eli Lilly~~as ~~and~~scheduled ~~Company~~at one minute past 11:59 p.m., anEastern ~~Indiana~~time, ~~corporation~~on February 14, 2019 (the “~~Parent~~Expiration Date”), ~~Bowfin~~and was ~~Acquisition~~not ~~Corporation,~~extended. aComputershare ~~Delaware~~Trust ~~corporation~~Company, ~~and~~N.A., athe ~~wholly~~depositary ~~owned~~for ~~subsidiary~~the ofOffer ~~Parent~~ (~~“Merger~~the ~~Sub~~“Depositary”), advised Lilly and ~~Loxo~~the ~~Oncology~~Purchaser that, ~~Inc.~~as of the Expiration Date, a ~~Delaware~~total ~~corporation~~of ~~(the “Company”)~~26,043,820 ~~entered~~Shares ~~into~~had anbeen ~~Agreement~~validly tendered and ~~Plan~~not ofproperly withdrawn ~~Merger~~pursuant (to the ~~“Merger~~Offer, ~~Agreement”).~~which ~~The~~tendered ~~Merger~~Shares ~~Agreement~~represented ~~provides~~approximately ~~that,~~84.6% ~~subject~~of to the ~~terms~~aggregate number of ~~the~~then ~~Merger~~issued ~~Agreement~~and outstanding Shares. Accordingly, ~~Merger~~the ~~Sub~~minimum ~~will~~tender ~~commence~~condition ain ~~cash~~the ~~tender~~Merger ~~offer~~Agreement (that the Shares validly tendered ~~“Offer”~~(and not validly withdrawn) prior to ~~purchase~~the ~~all~~expiration of the ~~outstanding~~Offer, ~~shares~~when (added to the “Shares”) ofthen ~~the~~owned ~~Company~~by ~~common stock~~Lilly, ~~par~~Purchaser ~~value~~or ~~$0.0001~~any ~~per~~other ~~share~~subsidiary of Lilly, atrepresent a ~~price~~majority of ~~$235.00~~Shares ~~per~~outstanding ~~share~~as (of immediately following the ~~“Offer~~consummation ~~Price”)~~of the Offer, ~~net~~is tosatisfied. ~~the~~Purchaser ~~seller~~has inaccepted ~~cash,~~for ~~without interest,~~payment all Shares that were validly tendered and ~~subject~~not properly withdrawn pursuant to ~~withholding~~the ~~taxes~~Offer.

~~Consummation~~Following ofconsummation ~~the Offer is subject to various conditions set forth in the Merger Agreement, including (i) a majority~~ of ~~shares of~~ the ~~Company common stock then outstanding being tendered in the~~ Offer, ~~(ii) the~~Lilly ~~expiration~~completed orits ~~termination~~acquisition of ~~the~~Loxo ~~waiting~~Oncology ~~period~~by ~~under~~consummating the ~~Hart-Scott-Rodino~~merger ~~Antitrust Improvements Act~~ of ~~1976,~~Purchaser aswith ~~amended, (iii) the accuracy of the Company’s representations~~ and ~~warranties~~into Loxo ~~contained~~Oncology in (the “Merger ~~Agreement (except~~”), ~~generally,~~without ~~for~~a ~~any~~meeting ~~inaccuracies~~of ~~that~~stockholders ~~have~~of ~~not~~Loxo ~~had~~Oncology ain ~~Company~~accordance ~~Material~~with ~~Adverse Effect),~~ Section 251(ivh) of the ~~Company’s~~General ~~performance~~Corporation inLaw ~~all material respects~~ of ~~its obligations under~~ the ~~Merger~~State ~~Agreement~~of ~~and~~Delaware (v“Delaware Law”) ~~the~~, ~~other~~with ~~conditions~~Loxo ~~set~~Oncology ~~forth~~surviving ~~in Exhibit A to~~ the Merger ~~Agreement.~~as ~~The~~a ~~consummation~~wholly-owned subsidiary of Lilly (the ~~Offer~~“Surviving ~~and Merger is not subject to a financing condition~~Corporation”).

~~The~~At ~~Offer~~the ~~will~~effective ~~expire~~time atof ~~one~~the ~~minute~~Merger ~~after~~(the “Effective ~~11:59 p.m.~~Time”), ~~Eastern~~each ~~time,~~Share onthen issued and outstanding (other than (i) Shares owned by Loxo Oncology or Loxo Oncology’s subsidiary immediately prior to the ~~date~~Effective ~~that~~Time, is(ii) Shares 20owned ~~business~~by ~~days~~Lilly, ~~following~~Purchaser or any other subsidiary of Lilly at the commencement ~~date~~ of the Offer ~~unless~~and owned by Lilly, Purchaser or any other subsidiary of Lilly immediately prior to the Effective Time or (iii) Shares held by any stockholder who is entitled to demand and properly ~~extended~~demands appraisal of such Shares pursuant to, and who complies in ~~accordance~~all respects with, Section 262 of the ~~terms~~DGCL and who, as of the ~~Offer~~Effective Time, has neither effectively withdrawn nor lost its rights to such appraisal and payment under the ~~Merger~~DGCL with ~~Agreement~~respect ~~and~~to such Shares) was automatically converted into the ~~applicable~~right ~~rules~~to ~~and~~receive ~~regulations~~cash ofin an amount equal to the ~~United~~Offer ~~States~~Price, ~~Securities~~without interest and ~~Exchange~~less ~~Commission~~any applicable tax withholding (the “~~SEC~~Per Share Merger Consideration”). As a result of the Merger, Loxo Oncology became a wholly-owned subsidiary of Lilly.

~~Following~~Pursuant ~~consummation~~to the terms of the ~~Offer,~~ Merger ~~Sub~~Agreement, ~~will~~immediately ~~merge~~prior ~~with~~to the ~~and~~Effective ~~into~~Time, ~~the~~by ~~Company,~~virtue ~~with~~of the ~~Company~~Merger ~~surviving~~and aswithout aany ~~wholly~~action ~~owned~~on ~~subsidiary~~the part of ~~Parent~~any ~~(the “Merger”).~~holder Inof ~~the~~any ~~Merger, each~~ outstanding ~~Share~~stock ~~that~~option is(other ~~not~~than ~~tendered~~rights ~~and~~under ~~accepted~~Loxo ~~pursuant~~Oncology’s to2014 ~~the~~Employee ~~Offer~~Stock ~~(other~~Purchase ~~than~~Plan), ~~the~~each ~~Shares~~stock ~~held~~option inthat ~~the~~is ~~treasury~~outstanding, whether ofvested ~~the~~or ~~Company~~unvested, ~~Shares~~was ~~held~~terminated byand ~~Parent~~canceled orand ~~Merger~~each ~~Sub,~~holder ~~and~~of ~~Shares~~such asstock tooption ~~which~~is ~~appraisal rights~~entitled ~~have~~to ~~been~~receive ~~perfected~~an inamount ~~accordance~~of ~~with~~cash ~~applicable~~determined ~~law)~~by ~~will~~multiplying be(i) the ~~cancelled~~excess, ~~and~~if ~~converted~~any, ~~into~~of the ~~right~~Per toShare ~~receive~~Merger Consideration over the ~~Offer~~exercise price ~~Price,~~per onshare ~~the~~of ~~terms~~Shares ~~and~~underlying ~~conditions~~such ~~set~~stock ~~forth~~option inby (ii) the ~~Merger~~number ~~Agreement~~of Shares subject to such stock option.

The ~~Merger~~aggregate ~~Agreement~~cash consideration ~~provides~~paid ~~that~~by Lilly in the ~~Merger~~Offer ~~will~~and bethe ~~governed~~Merger bywas ~~Section~~approximately $8.0 ~~251(h)~~billion, ofexcluding ~~the~~related ~~Delaware~~transaction ~~General~~fees ~~Corporation~~and ~~Law~~expenses. (Lilly and Purchaser funded the ~~“DGCL”)~~consideration paid to stockholders and ~~shall be~~holders ~~effected~~of byoutstanding ~~Merger~~stock ~~Sub~~options in the Offer and ~~the~~pursuant ~~Company~~to asthe ~~soon~~Merger asthrough ~~practicable~~Lilly’s ~~following~~cash ~~the~~on ~~consummation~~hand ofand ~~the~~borrowings ~~Offer~~at ~~without~~prevailing aeffective ~~stockholders~~rates ~~meeting~~under ~~pursuant~~Lilly’s tocommercial ~~the~~paper ~~DGCL~~program.

The foregoing description of the Merger Agreement ~~contains~~and ~~customary~~related ~~representations~~transactions ~~and~~does ~~warranties~~not bypurport ~~Parent,~~to ~~Merger~~be ~~Sub~~complete and is qualified in its entirety by reference to the ~~Company.~~full ~~The~~text of the Merger Agreement, ~~also~~a ~~contains~~copy ~~customary covenants~~of ~~and~~which ~~agreements,~~is ~~including~~filed ~~with~~as ~~respect~~Exhibit 2.1 to ~~the~~Loxo ~~operations~~Oncology’s ofCurrent Report on Form 8-K, filed with the ~~business~~U.S. ofSecurities and Exchange Commission (the “SEC”) ~~Company~~on ~~between~~January 7, ~~signing~~2019 and ~~closing,~~is ~~governmental~~incorporated ~~filings~~herein ~~and~~by ~~approvals~~reference. All capitalized terms used herein and ~~other~~not ~~matters~~otherwise defined have the meaning given to such terms in the Merger Agreement.

~~The~~Item ~~Merger~~2.01 ~~Agreement~~Completion ~~contains customary non-solicitation restrictions prohibiting the Company’s solicitation~~ of ~~proposals~~ ~~relating~~Acquisition ~~to alternative business combination transactions and restricts the Company’s ability to furnish non-public information to,~~ or ~~participate~~Disposition ~~in any discussions or negotiations with, any third party with respect to any such transaction, subject to customary exceptions in the event~~ of an acquisition proposal that was not solicited in violation of these restrictions and that the Company’s board of directors determines constitutes or could reasonably be expected to lead to a Superior Company Proposal (as defined in the Merger Agreement)Assets.

The ~~Merger~~disclosure ~~Agreement~~under ~~contains~~the ~~termination rights~~Introductory ~~for~~Note ~~each of Parent, Merger Sub~~ and ~~the~~Item ~~Company~~3.01 ~~including~~is byincorporated ~~either~~herein ~~Parent or the Company if the Offer Closing Time (as defined in the Merger Agreement) shall not have occurred on or before July 5, 2019, or~~ by the Company to enter into an alternative transaction that constitutes a Superior Company Proposal (as defined in the Merger Agreement), and further provides that upon termination of the Merger Agreement under specified circumstances the Company may be required to pay Parent a termination fee of $265 millionreference.

AItem ~~copy of the Merger Agreement is attached hereto as Exhibit 2~~3.101 ~~and~~Notice ~~is incorporated herein by reference. The foregoing description~~ of ~~the~~Delisting ~~Merger~~or ~~Agreement~~Failure ~~is qualified in its entirety by reference~~ to ~~the~~Satisfy ~~full~~a ~~text~~Continued ofListing ~~the~~Rule Merger Agreement. The Merger Agreement has been attached to provide investors with information regarding its terms. It is not intended to provide any other factual information about the Company, Merger Sub or ~~Parent.~~Standard; InTransfer particular, the assertions embodied in the representations and warranties contained in the Merger Agreement are qualified by information in confidential disclosure schedules provided by the parties thereto in connection with the signing of ~~the Merger Agreement~~Listing. These disclosure schedules include information that modifies, qualifies and creates exceptions to the representations, warranties and covenants set forth in the Merger Agreement. Moreover, certain representations and warranties in the Merger Agreement were used for the purpose of

~~allocating~~On ~~risk~~February 15, ~~between~~2019, Loxo Oncology (i) notified The Nasdaq Stock Market (“Nasdaq”) of the consummation ~~Company,~~of the Merger ~~Sub~~ and ~~Parent,~~(ii) requested ~~rather~~that ~~than~~Nasdaq ~~establishing~~(x) suspend ~~matters~~trading of ~~fact.~~the ~~Accordingly,~~Shares and (y) file with the ~~representations~~SEC a Form 25 Notification of Removal from Listing and/or ~~warranties~~Registration into ~~the~~delist ~~Merger~~and ~~Agreement~~deregister ~~may~~the ~~not~~Shares ~~constitute~~under Section 12(b) of the ~~actual~~Securities ~~state~~Exchange Act of ~~facts~~1934, ~~about~~as amended (the ~~Company~~“Exchange Act”). Loxo Oncology intends to file with the SEC a certification on Form 15 under the Exchange Act, ~~Merger~~requesting ~~Sub~~the orsuspension ~~Parent~~of Loxo Oncology’s reporting obligations under Sections 13 and 15(d) of the Exchange Act with respect to the Shares.

~~Tender~~Item ~~and~~3.03 ~~Support~~Material ~~Agreement~~Modification to Rights of Security Holders.

OnThe ~~January 5,~~disclosure ~~2019,~~under ~~in connection with~~ the ~~Merger~~Introductory ~~Agreement~~Note, ~~Aisling~~Item ~~Capital III~~3.01, LPItem ~~(“Aisling Capital”) in its capacity as a stockholder of the Company and who beneficially owns approximately 6~~5.6%01 ~~of the outstanding Shares, entered into a Tender~~ and ~~Support~~Item ~~Agreement (the “Tender and Support Agreement”) with Parent and Merger Sub~~5.03 ~~The~~is ~~Tender~~incorporated ~~and~~herein ~~Support Agreement provides, among other things, that Aisling Capital will tender all of the Shares held~~ by ~~it in the Offer~~reference.

~~The~~Item ~~Tender and Support Agreement has been included to provide information regarding its terms~~5.01 ItChanges ~~is not intended to modify or supplement any factual disclosures about the applicable stockholder or the Company, Parent or Merger Sub~~ in ~~any~~Control ~~public~~of ~~reports filed with the SEC by the Company, Parent or Merger Sub~~Registrant.

~~The~~As ~~foregoing~~a ~~descriptions~~result of ~~each~~Purchaser’s acceptance for payment of ~~the~~all ~~Merger~~Shares ~~Agreement~~that ~~and~~were ~~the~~validly ~~Tender~~tendered and ~~Support~~not ~~Agreement~~properly dowithdrawn ~~not~~in ~~purport~~accordance towith the beterms ~~complete~~of the Offer and ~~are~~the ~~qualified~~consummation inof ~~their entirety~~the byMerger ~~reference~~pursuant to ~~the~~Section 251(h) ~~full~~of ~~text~~the ofDGCL, ~~each~~on ~~such~~February 15, ~~agreement~~2019, ~~which~~a ~~are~~change ~~attached~~in ~~hereto~~control asof ~~Exhibits~~Loxo ~~2.1~~Oncology occurred and ~~10.1,~~Loxo ~~respectively,~~Oncology ~~and~~is ~~are~~now ~~incorporated~~a ~~herein~~wholly-owned bysubsidiary ~~reference~~of Lilly.

The disclosure under the Introductory Note and Item 83.01 ~~Other~~is ~~Events~~incorporated herein by reference.

OnItem ~~January 7,~~5.02 ~~2019,~~Departure ~~the~~of ~~Company~~Directors ~~and~~or ~~Parent~~Certain ~~issued~~Officers; aElection ~~joint~~of ~~press~~Directors; ~~release~~Appointment ~~announcing the execution~~ of ~~the~~Certain ~~Merger~~Officers; ~~Agreement.~~Compensatory AArrangements ~~copy~~ of ~~the~~Certain ~~press release is attached as Exhibit 99~~Officers.~~1 to this Current Report on Form 8-K.~~

~~Additional~~Pursuant ~~Information~~to ~~about~~the Merger Agreement, as of the ~~Acquisition~~Effective Time, Joshua H. Bilenker, M.D., Steve D. Harr, M.D.. Steven A. Elms, Keith T. Flaherty, M.D., Avi Z. Naider, Lori A. Kunkel, M.D., Alan Fuhrman and ~~Where~~Tim M. Mayleben each resigned from his or her respective position as a member of the Loxo Oncology Board of Directors, and any committee thereof. These resignations were not a result of any disagreement between Loxo Oncology and the directors on any matter relating to ~~Find~~Loxo ItOncology’s operations, policies or practices.

~~The~~Following ~~Offer for~~ the ~~outstanding~~Merger ~~shares~~and ofpursuant to the ~~Company~~Merger ~~referenced~~Agreement, inas ~~this~~of ~~communication~~the ~~has~~Effective ~~not~~Time, ~~yet~~the ~~commenced.~~directors ~~This announcement is for informational purposes only~~ and isofficers ~~neither an offer to purchase nor a solicitation~~ of anPurchaser ~~offer~~immediately prior to ~~sell shares of~~ the ~~Company,~~Effective ~~nor~~Time isbecame ~~it a substitute for~~ the ~~Offer~~directors ~~materials that Parent~~ and ~~Merger~~officers ~~Sub~~of ~~will~~the ~~file~~Surviving ~~with~~Corporation. ~~the~~The ~~SEC~~directors ~~upon commencement~~ of ~~the~~Purchaser ~~Offer.~~immediately Atprior ~~the~~to ~~time~~ the ~~Offer~~Effective isTime ~~commenced,~~were ~~Parent~~Darren ~~and~~J. ~~Merger~~Carroll, ~~Sub~~Gordon ~~will~~J. ~~file Offer materials on Schedule TO~~Brooks, and ~~the~~Philip ~~Company~~L. ~~will~~Johnson. ~~file~~The aofficers ~~Solicitation/Recommendation~~of ~~Statement on Schedule 14D-9 with the~~Purchaser ~~SEC~~immediately ~~with~~prior ~~respect~~ to the ~~Offer.~~Effective ~~THE~~Time ~~OFFER~~were ~~MATERIALS~~Darren ~~(INCLUDING~~J. ANCarroll ~~OFFER~~as ~~TO PURCHASE~~President, APhilip ~~RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION~~L. ~~HOLDERS~~Johnson ~~OF SHARES~~as OFVice ~~THE~~President ~~COMPANY~~and ~~ARE~~Treasurer, ~~URGED~~Bronwen TOMantlo ~~READ~~as ~~THESE~~Secretary ~~DOCUMENTS~~and ~~CAREFULLY~~Katie ~~WHEN~~Lodato ~~THEY~~as ~~BECOME~~Vice ~~AVAILABLE~~President, ~~(AS~~Corporate ~~EACH~~Tax ~~MAY~~and BEAssistant ~~AMENDED~~Treasurer. ORIn ~~SUPPLEMENTED~~addition, Joshua ~~FROM~~H. ~~TIME~~Bilenker, TOM.D., ~~TIME)~~Jennifer ~~BECAUSE~~Burstein, ~~THEY~~Jacob ~~WILL~~S. ~~CONTAIN~~Van ~~IMPORTANT~~Naarden ~~INFORMATION~~and ~~THAT~~Nisha ~~HOLDERS~~Nanda, OFPh.D. ~~THE~~will ~~COMPANY~~remain ~~SECURITIES~~in ~~SHOULD CONSIDER~~their ~~BEFORE~~current ~~MAKING~~positions ~~ANY~~as ~~DECISION~~officers ~~REGARDING~~of ~~TENDERING~~Loxo ~~THEIR SECURITIES~~Oncology. ~~The~~Information ~~Offer~~regarding ~~to Purchase,~~ the ~~related~~new ~~Letter~~directors ~~of Transmittal~~ and ~~certain~~executive ~~other~~officers ~~tender~~has ~~offer~~been ~~documents, as well as the Solicitation/Recommendation Statement, will be made available~~previously todisclosed ~~all~~in ~~holders~~Schedule of1 ~~shares~~ of the ~~Company~~Offer ~~at no expense~~ to ~~them.~~Purchase ~~The~~as ~~Offer~~filed ~~materials~~with ~~and~~ the ~~Solicitation/Recommendation~~Tender Offer Statement ~~will~~on beSchedule ~~made~~TO, ~~available~~originally ~~for~~filed ~~free~~by atLilly ~~the~~and ~~SEC’s~~Purchaser ~~web~~on ~~site~~January 17, ~~at www~~2019.~~sec.gov.~~

InItem ~~addition~~5.03 toAmendments ~~the Offer~~ to ~~Purchase,~~Articles ~~the related Letter~~ of ~~Transmittal~~Incorporation ~~and~~or ~~certain~~Bylaws; ~~other~~Change ~~tender~~in ~~offer~~Fiscal ~~documents, as well as the Solicitation/Recommendation Statement, Parent and the Company file annual, quarterly and current reports and other information with the SEC~~Year. ~~Parent’s and the Company’s filings with the SEC are available for free to the public from commercial document-retrieval services and at the website maintained by the SEC at www.sec.gov.~~

~~Cautionary~~Pursuant ~~Notice~~to ~~Regarding~~the ~~Forward~~terms of the Merger Agreement, as of the Effective Time, Loxo Oncology’s certificate of incorporation was amended and restated in its entirety. A copy of Loxo Oncology’s Amended and Restated Certificate of Incorporation is included as Exhibit 3.1 to this Current Report on Form 8-~~Looking~~K ~~Statements~~and is incorporated herein by reference.

~~This~~Pursuant ~~Form 8-K contains “forward-looking statements” relating~~ to the ~~acquisition~~terms of ~~Company by Parent. Such forward-looking statements include~~ the ~~ability of the Company and Parent to complete the transactions contemplated by the~~ Merger Agreement, ~~including~~as ~~the parties’ ability to satisfy the conditions to the consummation~~ of the ~~Offer~~Effective ~~and the other conditions set forth in the Merger Agreement and the possibility of any termination of the Merger Agreement~~Time, asLoxo ~~well~~Oncology’s asbylaws ~~the~~were ~~role~~amended ~~of targeted genetics~~ and ~~diagnostics~~restated in ~~oncology treatment and acceleration of our work in developing medicines. Such~~their ~~forward-looking statements are based upon current expectations that involve risks, changes in circumstances, assumptions and uncertainties~~entirety. ~~Actual~~A ~~results~~copy ~~may differ materially from current expectations because~~ of ~~risks~~Loxo ~~associated~~Oncology’s ~~with~~amended ~~uncertainties as to the timing of the Offer~~ and ~~the~~restated ~~subsequent~~bylaws ~~Merger;~~is ~~uncertainties~~included as toExhibit ~~how~~3.2 ~~many~~to ofthis ~~the~~Current ~~Company’s~~Report ~~stockholders~~on ~~will~~Form ~~tender~~8-K ~~their~~and ~~Shares~~is inincorporated ~~the~~herein ~~Offer;~~by ~~the~~reference. ~~risk that competing offers or acquisition proposals will be made; the possibility that various conditions to the consummation of~~

~~the~~Item ~~Offer~~9.01 or the Merger may not be satisfied or waived; the effects of disruption from the transactions contemplated by the Merger Agreement on the Company’s business and the fact that the announcement and pendency of the transactions may make it more difficult to establish or maintain relationships with employees, suppliers and other business partners; the risk that stockholder litigation in connection with the Offer or the Merger may result in significant costs of defense, indemnification and liability; other uncertainties pertaining to the business of the Company, including those set forth in the “Risk Factors” and “Management’s Discussion and Analysis of Financial ~~Condition~~Statements and ~~Results of Operations” sections of the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, which is on file with the SEC and available on the SEC’s website at www~~Exhibits.sec.gov. Additional factors may be set forth in those sections of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC in the fourth quarter of 2018. In addition to the risks described above and in the Company’s other filings with the SEC, other unknown or unpredictable factors could also affect the Company’s results. No forward-looking statements can be guaranteed and actual results may differ materially from such statements. The information contained in this Form 8-K is provided only as of the date of this report, and the Company undertakes no obligation to update any forward-looking statements either contained in or incorporated by reference into this report on account of new information, future events, or otherwise, except as required by law.

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits


Exhibit Number		Title

2.1		Agreement and Plan of Merger, dated as of January 15, 2019, by and among Loxo Oncology, Inc., Eli Lilly and Company and Bowfin Acquisition Corporation (incorporated by reference to Exhibit 2.1 of Loxo Oncology’s Current Report on Form 8-K filed with the SEC on January 7, 2019).

3.1		Amended and Restated Certificate of Incorporation of Loxo Oncology, Inc.

3.2		Amended and Restated Bylaws of Loxo Oncology, Inc.

ExhibitNo.
2.1		Agreement and Plan of Merger, dated January 5, 2019, by and among Eli Lilly and Company, Bowfin Acquisition Corporation and Loxo Oncology, Inc.*
10.1		Tender and Support Agreement, dated as of January 5, 2019, by and among Eli Lilly and Company, Bowfin Acquisition Corporation and Aisling Capital III, LP.
99.1		Joint Press Release issued by Eli Lilly and Company and Loxo Oncology, Inc., dated January 7, 2019.

SIGNATURES

*Pursuant ~~Schedules~~to ~~have~~the ~~been~~requirements ~~omitted~~of ~~pursuant~~the toSecurities ~~Item~~Exchange ~~601(b)(2)~~Act of ~~Regulation~~1934, ~~S-K.~~the Aregistrant ~~copy~~has ofduly ~~any~~caused ~~omitted~~this ~~schedule~~Report ~~will~~to be ~~furnished~~signed ~~supplementally~~on toits behalf by the ~~SEC~~undersigned ~~upon~~hereunto ~~request~~duly authorized.

~~SIGNATURES~~Loxo Oncology, Inc. By: /s/ Darren J. Carroll Name: Darren J. Carroll Title: President

~~Pursuant~~Date: ~~to the requirements of the Securities Exchange Act of 1934~~February 15, ~~the~~2019 ~~registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~

LOXO ONCOLOGY, INC.

Date: January 7, 2019

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

Joshua H. Bilenker, M.D.

President and Chief Executive Officer

Filing Compare · Loxo Oncology, Inc.