UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~Date~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~Earliest Event Reported): September 10, 2018~~ 1934

~~Endocyte,~~Date ~~Inc.~~of report (~~Exact~~Date ~~name~~ of ~~registrant~~earliest asevent ~~specified in its charter~~reported): September 11, 2018

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)

ENDOCYTE, INC.

~~Registrant’s~~(Exact ~~telephone~~name ~~number,~~of ~~including~~registrant ~~area~~as ~~code:~~specified ~~765-463-7175~~in its charter)

Not Applicable Former name or former address, if changed since last report

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

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

(765) 463-7175

(Registrant’s telephone number, include area code)

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) ☐ 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~~o Soliciting bymaterial ~~check~~pursuant ~~mark~~to ~~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~~ 14a-212 ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14a-~~2 of this chapter~~12)~~. Emerging growth company ☐~~

Ifo Pre-commencement ancommunications ~~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~~Rule 14d-2(ab) under of the Exchange Act (17 CFR 240. ☐ 14d-2(b))

~~ITEM~~o Pre-commencement ~~7.01Regulation~~communications FDpursuant ~~Disclosure~~ to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

OnIndicate ~~September~~by ~~10,~~check ~~2018,~~mark ~~Endocyte,~~whether ~~Inc. (~~the ~~“Company”)~~registrant ~~issued~~is aan ~~press~~emerging ~~release~~growth ~~announcing~~company ~~that,~~as ~~following~~defined ain ~~meeting~~Rule 405 ~~with~~of the ~~U.S.~~Securities ~~Food~~Act ~~and~~of ~~Drug~~1933 ~~Administration~~ (~~“FDA”),~~§230.405 itof ~~was~~this ~~determined that radiographic progression free survival (“rPFS”~~chapter) isor anRule 12b-2 ~~appropriate~~of ~~efficacy endpoint in~~ the ~~Company’s~~Securities ~~ongoing~~Exchange ~~phase~~Act ~~3 VISION trial to support the submission~~ of a1934 ~~New Drug Application~~ (~~“NDA”) for full FDA approval of 177Lu~~§240.12b-~~PSMA-617~~2 ~~for the treatment~~ of ~~metastatic castration-resistant prostate cancer. The updated trial protocol will reflect~~ this ~~determination on rPFS while retaining the final, fully powered overall survival (“OS”~~chapter) ~~analysis~~. ~~The Company expects to complete the analysis of rPFS before the end of 2019 and to complete the analysis of OS near the end of 2020.~~

~~Under~~Emerging ~~the~~growth ~~updated~~company VISION trial design, the two interim assessments previously planned at 50% and 70% of OS events will be replaced with a single assessment of rPFS. This assessment is expected to occur at approximately the same time that the first interim OS assessment would have occurred under the prior trial design and shortly after the time the trial is fully enrolled. If 177Lu-PSMA-617 meets the primary endpoint in the rPFS assessment, no unexpected safety issues arise, and it demonstrates no detriment in OS relative to the control arm, the Company intends to submit an NDA to seek full approval in the United States. The rPFS analysis will include approximately 450 rPFS events. Regardless of the outcome of the rPFS assessment, the Company intends to continue to follow patients in the VISION trial in order to assess the final OS alternative primary endpoint. An efficacy analysis of OS will be conducted at approximately 490 events. Other aspects of the VISION trial design, including patient treatment and assessments, trial size, overall duration, and follow up remain unchanged. Secondary endpoints include response evaluation criteria in solid tumors (“RECIST”) response and time to first symptomatic skeletal event. o

~~The~~If ~~information~~an ~~contained~~emerging ingrowth ~~this~~company, ~~Item~~indicate ~~7.01~~by ~~and~~check inmark ~~Item~~if ~~9.01~~the ofregistrant ~~this~~has ~~Current~~elected ~~Report~~not ~~(including~~to ~~Exhibit~~use ~~99.1)~~the isextended ~~being~~transition ~~furnished~~period ~~and shall not be deemed “filed”~~ for ~~purposes~~complying ofwith ~~Section~~any 18new ofor ~~the~~revised ~~Securities~~financial ~~Exchange~~accounting ~~Act~~standards ofprovided ~~1934,~~pursuant asto ~~amended~~ Section 13(~~the "Exchange Act"~~a), of ~~or incorporated by reference in any filing under~~ the Exchange Act ~~or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing~~. o

~~Forward~~Item ~~Looking~~1.01. ~~Statements~~ Entry into a Material Definitive Agreement.

~~Certain~~On ~~of the statements made in this report are forward looking~~September 11, ~~such as those~~2018, ~~among others~~Endocyte, ~~relating to future spending~~ Inc., ~~future~~a ~~cash~~Delaware ~~balances,~~corporation ~~future use of capital, sufficiency of cash,~~ (the ~~timing of initiation~~“Company”), ~~enrollment,~~entered ~~and~~into ~~completion~~an ofunderwriting ~~clinical~~agreement ~~trials,~~ (the ~~likelihood~~“Underwriting ofAgreement”) ~~success~~with ofJefferies ~~clinical trials and of regulatory approval for product candidates~~LLC, ~~the~~Wells ~~timing~~Fargo ~~of regulatory submissions for product candidates~~Securities, ~~estimates of the market opportunity for product candidates~~LLC, and ~~the~~RBC ~~Company's~~Capital ~~future~~Markets, ~~development plans~~LLC, ~~including~~as ~~those~~representatives ~~relating to the completion~~ of pre-clinical development in preparation for possible future clinical trials and future sources of supply in support of clinical and commercial activities. These forward-looking statements are not guarantees of future performance and speak only as of the ~~date~~several ~~hereof.~~underwriters ~~Actual~~named ~~results or developments may differ materially from those projected or implied~~ in ~~these~~Schedule A ~~forward-looking~~thereto statements. Factors that may cause such a difference include risks that the Company or independent investigators may experience delays in the initiation, availability of data from, or completion of clinical trials and development programs (~~whether caused by competition~~collectively, ~~adverse~~the ~~events~~“Underwriters”), ~~patient~~pursuant enrollment rates, shortage of clinical trial materials, regulatory issues or other factors); risks that suppliers or other third party contractors may not fulfill their contractual obligations on a timely basis or at all; risks that data from prior clinical trials may not be indicative of subsequent clinical trial results; risks related to ~~the~~which ~~lack of safety and/or efficacy of~~ the Company’s ~~product~~agreed ~~candidates; risks that early stage pre-clinical data may not be indicative of subsequent data when expanded~~ to ~~additional~~sell, ~~pre-clinical models or to subsequent clinical data; risks that evolving competitive activity~~ and ~~intellectual property landscape may impair~~ the ~~Company's~~Underwriters ~~ability~~agreed to ~~capture~~purchase, ~~value~~subject ~~for the technology; risks related~~ to the ~~Company’s~~terms ~~inability to maintain, protect~~ and ~~enhance~~conditions ~~its~~expressed ~~intellectual~~therein, ~~property; risks related to costs associated with defending intellectual property infringement and other claims; risks that expectations and estimates turn out to be incorrect~~9,459,460 ~~including~~shares ~~estimates~~ of the ~~potential markets for the~~ Company’s ~~product~~common ~~candidates~~stock, ~~estimates~~par ofvalue ~~the~~$0.001 ~~capacity~~per ofshare ~~manufacturing~~(the ~~and~~“Common ~~other facilities required to support its product candidates~~Stock”), ~~supply~~at ~~chain~~a ~~issues~~price ofto ~~any type, including timing of supply, projected cash needs, projected timing of~~ the ~~use~~public of ~~cash,~~$18.50 ~~and~~per ~~expected future revenues, operations, expenditures and cash position~~share. ~~More~~Pursuant ~~information~~to ~~about~~ the ~~risks~~Underwriting ~~and~~Agreement, ~~uncertainties faced by~~ the Company isalso ~~contained~~granted into the ~~Company’s~~Underwriters ~~periodic~~a ~~reports~~30-day ~~filed~~option ~~with~~to ~~the~~purchase ~~Securities~~up ~~and Exchange Commission. The Company disclaims any intention or obligation~~ to ~~update~~an oradditional ~~revise any forward-looking statements~~1,418,919 ~~whether~~shares ~~as a result~~ of ~~new~~Common ~~information,~~Stock ~~future~~on ~~events~~the orsame ~~otherwise,~~terms ~~except~~and ~~as required under applicable law~~conditions.

~~ITEM~~The 9Company expects the offering to close on or about September 14, 2018, subject to the satisfaction of customary closing conditions.~~01Financial~~ The ~~Statements~~net proceeds to the Company from the offering are expected to be approximately $164.0 million (or approximately $188.7 million if the Underwriters exercise their option to purchase additional shares of Common Stock in full), after deducting underwriting discounts and ~~Exhibits~~commissions and estimated offering expenses payable by the Company. The Underwriting Agreement contains customary representations, warranties and agreements by the Company, and provides that the Company will indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).

AThe ~~copy~~shares ofare being offered and sold pursuant to a prospectus supplement dated September 11, 2018, and an accompanying base prospectus dated September 10, 2018, pursuant to the Company’s ~~press~~automatically ~~release~~effective isregistration ~~furnished,~~statement ~~but~~on ~~not~~Form S-3 (File No. 333-227261). The opinion of Faegre Baker Daniels LLP regarding the validity of the shares of Common Stock is filed, herewith as Exhibit 99 5.1 ~~hereto~~.

~~(d) Exhibits:~~ The foregoing description of the Underwriting Agreement is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The Underwriting Agreement has been filed with this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. The representations and warranties have been made for the purposes of allocating contractual risk between the parties to the agreement instead of establishing these matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of the subsidiaries or affiliates of the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.

~~Exhibit~~Item ~~Index~~ 9.01. Financial Statements and Exhibits.

Exhibit No.		Exhibit
99.1		Press release issued on September 10, 2018

(d) Exhibits.

SIGNATURES

Exhibit No.		Description
1.1		Underwriting Agreement, dated as of September 11, 2018, by and among the Company and Jefferies LLC, Wells Fargo Securities, LLC, and RBC Capital Markets, LLC, as representatives of the several underwriters named in Schedule A thereto.

5.1		Opinion of Faegre Baker Daniels LLP.

23.1		Consent of Faegre Baker Daniels LLP (included as part of Exhibit 5.1).

~~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.
September 10, 2018	By:	/s/ Beth A. Taylor
		Name: Beth A. Taylor
		Title: Vice President of Finance and Chief Accounting Officer

SIGNATURES

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.

	ENDOCYTE, INC.


Date: September 12, 2018	By:	/s/ Beth A. Taylor
		Name: Beth A. Taylor
		Title: Vice President of Finance and Chief Accounting Officer

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