EXPLANATORY NOTE
Endocyte, Inc. (the "Registrant") has filed this Post-Effective Amendment No. 4 to Form S-8 Registration Statement (this "Post-Effective Amendment") to deregister certain securities issuable under the Endocyte, Inc. 1997 Stock Plan (the "1997 Plan") and the Endocyte, Inc. 2007 Stock Plan (the "2007 Plan"), which were originally registered by the Registrant on a Registration Statement on Form S-8 (File No. 333-172121) filed with the Securities and Exchange Commission (the "Commission") and becoming effective on February 9, 2011, as amended by the Post-Effective Amendment No. 1 thereto filed on August 9, 2013, the Post-Effective Amendment No. 2 thereto filed on March 16, 2015 and the Post-Effective Amendment No. 3 thereto filed on March 9, 2016 (the "Initial Registration Statement").
The Registrant has in effect the Endocyte, Inc. 2010 Equity Incentive Plan (the "2010 EIP"). The 2010 EIP provides, among other things, that any shares of the Registrant's Common Stock, par value $0.001 per share (the "Common Stock") subject to outstanding awards under the 1997 Plan or the 2007 Plan that expire, terminate, are forfeited or are repurchased are available for issuance under the 2010 EIP, subject to certain limitations.
As of February 28, 2017, the total number of shares of Common Stock registered under the Initial Registration Statement and subject to awards that have expired, have terminated, were forfeited or were repurchased under the 1997 Plan and not yet registered under the 2010 EIP, was 1,884 (the "Newly Available 1997 Plan Shares"). These Newly Available 1997 Plan Shares are no longer available for new awards under the 1997 Plan and will not be issued under the 1997 Plan.
As of February 28, 2017, the total number of shares of Common Stock registered under the Initial Registration Statement and subject to awards that have expired, have terminated, were forfeited or were repurchased under the 2007 Plan and not yet registered under the 2010 EIP, was 15,860 (the "Newly Available 2007 Plan Shares"). These Newly Available 2007 Plan Shares are no longer available for new awards under the 2007 Plan and will not be issued under the 2007 Plan.
The Registrant is concurrently filing a separate Registration Statement on Form S-8 to register the Newly Available 1997 Plan Shares, the Newly Available 2007 Plan Shares and certain other newly available shares for issuance under the 2010 EIP. This Post-Effective Amendment is hereby filed (i) to reflect that, following the date hereof, the Newly Available 1997 Plan Shares may not be issued under the 1997 Plan and to deregister the Newly Available 1997 Plan Shares under the Initial Registration Statement; and (ii) to reflect that, following the date hereof, the Newly Available 2007 Plan Shares may not be issued under the 2007 Plan and to deregister the Newly Available 2007 Plan Shares under the Initial Registration Statement.