As filed with the Securities and Exchange Commission
on November 12, 2025
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
IOVANCE BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
75-3254381 |
| (State or other jurisdiction |
|
(IRS Employer Identification No.) |
| of incorporation or organization) |
|
|
825 Industrial Road, Suite 100
San Carlos, California 94070
(Address of registrant’s principal executive
offices, including zip code)
Iovance Biotherapeutics, Inc. 2020 Employee
Stock Purchase Plan
(Full title of the Plan)
Frederick G. Vogt, Ph.D., J.D.
Interim Chief Executive Officer, President,
and General Counsel
Iovance Biotherapeutics, Inc.
825 Industrial Road, Suite 100
San Carlos, California 94070
(Name and address of agent for service)
(650) 260-7120
(Telephone number, including area code, of agent
for service)
Copies to:
Emilio Ragosa
DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120
Short Hills, New Jersey 07078
Telephone: (973) 520-2550
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging
growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer x |
|
Accelerated filer ¨ |
| Non-accelerated filer ¨ |
|
Smaller reporting company ¨ |
| |
|
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 7(a)(2)(B) of the Securities Act. ¨
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement
relates to the registration of an additional 1,000,000 shares (the “Shares”) of Iovance Biotherapeutics, Inc.’s
(the “Registrant”) common stock, $0.000041666 par value per share. The Shares are of the same class and relate to the same
employee benefit plan, the 2020 Employee Stock Purchase Plan, which was amended on June 10, 2025 (in the form attached hereto as
Exhibit 99.1) (the “ESPP”),
as those registered pursuant to the Registrant’s registration statement on Form S-8, previously filed with the U.S. Securities
and Exchange Commission (the “Commission”) on June 19,
2020 (Registration No. 333-239317), June
12, 2023 (Registration No. 333-272602), and August
9, 2024 (Registration No. 333-281413). In accordance with General Instruction E of Form S-8, the contents of the Registrant’s
registration statements on Form S-8 filed with the Commission on June 19,
2020 (Registration No. 333-239317), June
12, 2023 (Registration No. 333-272602), and August
9, 2024 (Registration No. 333-281413) are incorporated herein by reference (solely to the extent the contents of such registration
statement relate to the ESPP), and the information required by Part II is omitted, except as supplemented by the information set
forth below.
Item 8. Exhibits.
Exhibit
No. |
|
Description |
| 4.1 |
|
Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 2, 2017). |
| 4.2 |
|
Certificate of Amendment of Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 27, 2017). |
| 4.3 |
|
Certificate of Amendment of Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on June 11, 2019). |
| 4.4 |
|
Certificate of Amendment to the Certificate of Incorporation, as amended, of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on July 10, 2023). |
| 4.5 |
|
Fourth Amended and Restated Bylaws of the Registrant (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 29, 2024). |
| 4.6 |
|
Specimen of Stock Certificate (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 12, 2018). |
| 5.1 |
|
Opinion of DLA Piper LLP (US) (filed herewith). |
| 23.1 |
|
Consent of Independent Registered Public Accounting Firm (filed herewith). |
| 23.2 |
|
Consent of DLA Piper LLP (US) (included in Exhibit 5.1). |
| 24 |
|
Power of Attorney (contained on the signature page hereto). |
| 99.1 |
|
Iovance Biotherapeutics, Inc. 2020 Employee Stock Purchase Plan, as amended (incorporated herein by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Commission on August 7, 2025). |
| 107 |
|
Filing Fee Table (filed herewith). |
SIGNATURE
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration Statement with respect to the Iovance Biotherapeutics, Inc.
2020 Employee Stock Purchase Plan, to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Carlos,
State of California, on November 12, 2025.
| Iovance Biotherapeutics, Inc. |
|
| |
|
|
| By: |
/s/ Frederick G. Vogt |
|
| Name: |
Frederick G. Vogt, Ph.D., J.D. |
|
| Title: |
Interim CEO, President, and General Counsel |
|
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS, that each individual whose signature appears below constitutes and appoints Frederick G. Vogt and Corleen Roche, and each of
them, his or her true and lawful attorneys-in-fact and agents with full power of substitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered by this registration statement that is to be effective
on filing pursuant to Rule 462(b) promulgated under the Securities Act of 1933 and all post-effective amendments thereto, and
to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite
and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on November 12,
2025.
| Signature |
|
Title |
| |
|
|
| /s/ Frederick G. Vogt, Ph.D., J.D. |
|
Interim Chief Executive Officer, President, General Counsel, and Director |
| Frederick G. Vogt, Ph.D., J.D. |
|
(Principal Executive Officer) |
| |
|
|
| /s/ Corleen Roche |
|
Chief Financial Officer |
| Corleen Roche |
|
(Principal Financial Officer and Principal Accounting Officer) |
| |
|
|
| /s/ Iain Dukes, D. Phil. |
|
Director |
| Iain Dukes, D. Phil. |
|
|
| |
|
|
| /s/ Athena Countouriotis, M.D. |
|
Director |
| Athena Countouriotis, M.D. |
|
|
| |
|
|
| /s/ Ryan Maynard |
|
Director |
| Ryan Maynard |
|
|
| |
|
|
| /s/ Wayne Rothbaum |
|
Director |
| Wayne Rothbaum |
|
|
| |
|
|
| /s/ Michael Weiser, M.D., Ph.D. |
|
Director |
| Michael Weiser, M.D., Ph.D. |
|
|
| |
|
|
| /s/ Wendy Yarno |
|
Director |
| Wendy Yarno |
|
|
