Item 1. Security and Issuer.
This statement relates to the common stock, $.0001 par value (the “Common Stock”) of Loxo Oncology, Inc. (the “Issuer”) having its principal executive office at One Landmark Square, Suite 1122, Stamford, CT 06901.
Item 2. Identity and Background.
This statement is being filed by:
(a) New Enterprise Associates 14, L.P. (“NEA 14”);
(b) NEA Partners 14, L.P. (“NEA Partners 14”), which is the sole general partner of NEA 14; and NEA 14 GP, LTD (“NEA 14 LTD” and, together with NEA Partners 14, the “Control Entities”), which is the sole general partner of NEA Partners 14; and
(c) M. James Barrett (“Barrett”), Peter J. Barris (“Barris”), Forest Baskett (“Baskett”), Ryan D. Drant (“Drant”), Anthony A. Florence, Jr. (“Florence”), Patrick J. Kerins (“Kerins”), Krishna S. Kolluri (“Kolluri”), David M. Mott (“Mott”), Scott D. Sandell (“Sandell”), Peter W. Sonsini (“Sonsini”), Ravi Viswanathan (“Viswanathan”) and Harry R. Weller (“Weller”) (together, the “Directors”). The Directors are the directors of NEA 14 LTD.
The persons named in this Item 2 are referred to individually herein as a “Reporting Person” and collectively as the “Reporting Persons.”
The address of the principal business office of NEA 14 and each Control Entity is New Enterprise Associates, 1954 Greenspring Drive, Suite 600, Timonium, MD 21093. The address of the principal business office of each of Barrett, Barris, Drant, Florence, Kerins, Mott and Weller is New Enterprise Associates, 5425 Wisconsin Avenue, Suite 800, Chevy Chase, MD 20815. The address of the principal business office of Baskett, Kolluri, Sandell, Sonsini and Viswanathan is New Enterprise Associates, 2855 Sand Hill Road, Menlo Park, California 94025.
The principal business of NEA 14 is to invest in and assist growth-oriented businesses located principally in the United States. The principal business of NEA Partners 14 is to act as the sole general partner of NEA 14. The principal business of NEA 14 LTD is to act as the sole general partner of NEA Partners 14. The principal business of each of the Directors is to manage the Control Entities, NEA 14 and a number of affiliated partnerships with similar businesses.
During the five years prior to the date hereof, none of the Reporting Persons has been convicted in a criminal proceeding or has been a party to a civil proceeding ending in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
NEA 14 and NEA Partners 14 are exempted limited partnerships organized under the laws of the Cayman Islands. NEA 14 LTD is an exempted company organized under the laws of the Cayman Islands. Each of the Directors is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
On July 31, 2014, the Registration Statement on Form S-1 filed with the Securities and Exchange Commission by the Issuer (File No.333-197123) in connection with its initial public offering of 5,261,538 shares of Common Stock of the Issuer (the “IPO”) was declared effective. The closing of the IPO took place on August 6, 2014. Concurrent with the closing of the IPO, NEA 14 purchased an aggregate of 230,769 shares of Common Stock at the IPO price of $13.00 per share from the Issuer in a private placement. In addition, prior to the IPO, NEA 14 purchased from the Issuer in a series of private transactions 1,558,651 shares of Series B Convertible Preferred Stock (“Series B Stock”) for an aggregate purchase price of $13,974,955. Immediately prior to the closing of the IPO, these shares of Series B Stock held by NEA 14 automatically converted into 1,558,651 shares of Common Stock of the Issuer. NEA 14 now holds a total of 1,789,420 shares of the Issuer’s Common Stock (the “NEA 14 Shares”).