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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): August 22, 2025
IOVANCE BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in
Charter)
| Delaware |
| (State of Incorporation) |
| |
| 001-36860 |
|
75-3254381 |
| Commission File Number |
|
(I.R.S. Employer Identification No.) |
| |
|
|
| 825
Industrial Road, Suite 100 |
|
|
| San Carlos, CA |
|
94070 |
| (Address of Principal Executive Offices) |
|
(Zip Code) |
| |
|
|
| (650) 260-7120 |
| (Registrant’s Telephone Number, Including Area Code) |
| |
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:
| ¨ |
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 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. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading
Symbol(s) |
Name of each exchange on which
registered |
| Common stock, par value $0.000041666 per value |
IOVA |
The
Nasdaq Stock Market, LLC |
| Item 1.01. |
Entry Into a Material Definitive Agreement. |
On August 22, 2025, Iovance
Biotherapeutics, Inc. (the “Company”) entered into an Amended and Restated Open Market Sale Agreement (the “Agreement”)
with Jefferies LLC (“Jefferies”) with respect to an at the market offering program, under which the Company may, from
time to time in its sole discretion, issue and sell through Jefferies, acting as sales agent, up to $350.0 million of shares of the Company's
common stock, par value $0.000041666 per share (the “Common Shares”).
The issuance and sale, if
any, of the Common Shares by the Company under the Agreement will be made pursuant to a prospectus supplement, dated August 22, 2025,
to the Company’s registration statement on Form S-3ASR, originally filed with the Securities and Exchange Commission on June 16,
2023, which became effective immediately upon filing.
Pursuant to the Agreement,
Jefferies may sell the Common Shares by any method permitted by law deemed to be an “at the market” offering as defined in
Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Jefferies will use commercially reasonable
efforts consistent with its normal trading and sales practices to sell the Common Shares from time to time, based upon instructions from
the Company (including any price or size limits or other customary parameters or conditions the Company may impose).
The Company will pay Jefferies
a commission of up to 3.0% of the gross sales proceeds of any Common Shares sold through Jefferies under the Agreement.
The Company is not obligated
to make any sales of Common Shares under the Agreement. The offering of Common Shares pursuant to the Agreement will terminate upon the termination of
the Agreement in accordance with its terms.
The Agreement contains representations,
warranties and covenants that are customary for transactions of this type. In addition, the Company has agreed to indemnify Jefferies
against certain liabilities, including liabilities under the Securities Act and the Securities Exchange Act of 1934, as amended.
The foregoing description
of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed
herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of DLA Piper
LLP (US) as to the legality of the Common Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form
8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any
offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit
No. |
|
Description |
| 1.1 |
|
Amended and Restated Open Market Sale Agreement
dated August 22, 2025, by and between Iovance Biotherapeutics, Inc. and Jefferies LLC. |
| 5.1 |
|
Opinion of DLA Piper LLP (US). |
| 23.1 |
|
Consent of DLA Piper LLP (US) (contained in Exhibit
5.1). |
| 104 |
|
Cover Page Interactive Data File - the cover page
interactive date file does not appear in the Interactive Date File because its XBRL tags are embedded within the Inline XBRL document. |
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.
| Dated: August 22, 2025 |
IOVANCE BIOTHERAPEUTICS, INC. |
| |
|
|
|
By: |
/s/ Frederick G. Vogt |
| |
|
Frederick G. Vogt, Ph.D., J.D., Interim CEO and President, and General Counsel |
