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
October 16, 2018
Date of report (Date of earliest event reported)
Iovance Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36860 | 75-3254381 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
999 Skyway Road, Suite 150 San Carlos, California (Address of principal executive offices) |
94070 (Zip Code) |
Registrant's telephone number, including area code (650) 260-7120
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K 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 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. ¨
Item 8.01. Other Events.
On October 17, 2018, Iovance Biotherapeutics, Inc. (the “Company”) issued a press release announcing the closing on October 16, 2018 of the sale of an aggregate of 25,300,000 shares of its common stock, $0.000041666 par value per share, in its previously disclosed public offering, including 3,300,000 shares issued pursuant to the exercise of the option granted to the underwriter, at a public offering price of $9.97 per share before underwriting discounts and commissions. The total net proceeds to the Company from the offering, including the exercise of the option by the underwriter, are expected to be approximately $236.6 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Neither the disclosure on this Current Report on Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “projects,” “intends,” “estimates,” and other words of similar meaning. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Readers should carefully consider any such statement and should understand that many factors could cause actual results to differ from these forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit Number |
Description | |
| 99.1 | Press Release dated October 17, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Iovance Biotherapeutics, Inc. | ||
| Dated: October 17, 2018 | By: | /s/ Maria Fardis |
| Name: | Maria Fardis | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Iovance Biotherapeutics, Inc. Announces Closing of $252 Million Common Stock Public Offering
Offering Includes Exercise in Full of the Underwriter’s Option to Purchase an Additional 3.3 Million Shares of Common Stock
SAN CARLOS, CA, October 17, 2018 -- Iovance Biotherapeutics, Inc. (Nasdaq:IOVA) (“Iovance” or “Company”), a biotechnology company developing novel cancer immunotherapies based on tumor-infiltrating lymphocyte (TIL) technology, today announced the closing of an underwritten public offering of 25,300,000 shares of its common stock at a public offering price of $9.97 per share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by Iovance, are approximately $252.2 million. The shares of common stock issued and sold in the offering include 3,300,000 shares issued upon the exercise in full by the underwriter of its option to purchase additional shares at the public offering price, less the underwriting discounts and commissions.
Iovance intends to use the proceeds from this offering to fund the expansion of its organization to support the potential commercial launch of lifileucel, to fund its commercial manufacturing capabilities and facilities, to fund its ongoing clinical trials for its current product candidates, including its on-going Phase 2 clinical trials of LN-144, TIL for the treatment of metastatic melanoma, and LN-145, TIL for the treatment of cervical and head and neck cancers, to fund its planned clinical trials for its current product candidates, including its ongoing Phase 2 clinical trial of LN-145 for the treatment of non-small cell lung cancer, or NSCLC, in collaboration with MedImmune, and its ongoing Phase 2 clinical trials of Iovance TIL as an early-line therapy alone or in combination with pembrolizumab in melanoma, head and neck cancer, and NSCLC, and for other general corporate purposes. Additional indications may be explored with the use of proceeds.
Jefferies LLC acted as sole book-running manager for the offering.
The shares of common stock described above were offered by Iovance pursuant to its shelf registration statement on Form S-3 previously filed and declared effective by the Securities and Exchange Commission (the “SEC”). The offering has been made only by means of a prospectus supplement and accompanying prospectus. A preliminary prospectus supplement and accompanying prospectus relating to the offering was filed with the SEC and is available on the SEC’s website at http://www.sec.gov. A final prospectus supplement and accompanying prospectus was filed with the SEC, copies of which may be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor New York, New York, 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Iovance
Biotherapeutics, Inc.
Iovance Biotherapeutics, Inc. (the Company) is a clinical-stage biotechnology company focused on the development of cancer
immunotherapy products for the treatment of various cancers. The Company's lead product candidate is an adoptive cell therapy using
TIL technology being investigated for the treatment of patients with metastatic melanoma, recurrent and/or metastatic squamous
cell carcinoma of the head and neck, recurrent, metastatic or persistent cervical cancer and locally advanced or metastatic non-small
cell lung cancer.
Forward Looking Statements
Certain matters discussed in this press release are “forward-looking statements”.
The Company may, in some cases, use terms such as “predicts,” “believes,” “potential,” “continue,”
“estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,”
“could,” “might,” “will,” “should” or other words that convey uncertainty of future
events or outcomes to identify these forward-looking statements. The forward-looking statements include, but are not limited to,
statements about the Company's anticipated use of proceeds from the public offering. Actual results may differ from those set
forth in this press release due to the risks and uncertainties inherent in the Company’s business, including, without limitation:
the uncertainties inherent in the completion of ongoing clinical trials and the initiation of future clinical trials. The factors
discussed herein could cause actual results and developments to be materially different from those expressed in or implied by
such statements. A further list and description of the Company’s risks, uncertainties and other factors can be found in
the Company’s most recent Annual Report on Form 10-K and the Company's subsequent filings with the Securities and Exchange
Commission. Copies of these filings are available online at www.sec.gov or www.iovance.com.
The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to
publicly update such forward-looking statements to reflect subsequent events or circumstances.
Investor Relations
Contact:
Sarah McCabe
Stern Investor Relations, Inc.
212-362-1200
sarah@sternir.com
Media Relations Contact:
John Capodanno
FTI Consulting
212-850-5705
john.capodanno@fticonsulting.com