0001558370-20-012946 | 10-Q | XBRL Viewer | Iovance Biotherapeutics INC

BALANCE SHEET COMPONENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
BALANCE SHEET COMPONENTS
Clinical related	$ 10,674	$ 4,692
Accrued payroll and employee related expenses	7,866	6,866
Commercial manufacturing facility related	7,693	17
Manufacturing related	2,319	2,184
Legal and related services	1,534	866
Accrued other	2,314	1,640
Accrued liabilities	$ 32,400	$ 16,265

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Current Assets
Cash and cash equivalents	$ 68,310	$ 13,969
Short-term investments	645,838	293,112
Prepaid expenses and other assets	9,442	9,412
Total Current Assets	723,590	316,493
Property and equipment, net	39,112	8,536
Operating lease right-of-use assets	10,682	10,695
Restricted cash	5,525	5,450
Long-term assets	3,385	3,481
Total Assets	782,294	344,655
Current Liabilities
Accounts payable	24,794	15,567
Accrued expenses	32,400	16,265
Operating lease liabilities - current	7,196	7,252
Total Current Liabilities	64,390	39,084
Non-Current Liabilities
Operating lease liabilities - noncurrent	3,711	4,248
Other liabilities	2,352	2,352
Total Non-Current Liabilities	6,063	6,600
Total Liabilities	70,453	45,684
Commitments and contingencies (Note 8 and 9)
Stockholders' Equity
Common stock, $0.000041666 par value; 300,000,000 shares authorized, 146,581,624 and 126,411,808 shares issued and outstanding as of September 30, 2020 and December 31, 2019, respectively	6	5
Accumulated other comprehensive income	155	220
Additional paid-in capital	1,473,472	869,354
Accumulated deficit	(761,796)	(570,612)
Total Stockholders' Equity	711,841	298,971
Total Liabilities and Stockholders' Equity	782,294	344,655
Series B Convertible Preferred Stock
Stockholders' Equity
Preferred stock, Value	4	4
Total Stockholders' Equity	$ 4	$ 4

LEGAL PROCEEDINGS

9 Months Ended

Sep. 30, 2020

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

NOTE 8. LEGAL PROCEEDINGS

Derivative Lawsuits. On December 15, 2017, a purported stockholder derivative complaint was filed by plaintiff Kevin Fong against the Company, as nominal defendant, and certain of its current and former officers and directors, and others, as defendants, in the U.S. District Court for the District of Delaware (case no. 1:17-cv-1806). The complaint alleges breaches of fiduciary duties, unjust enrichment, and violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder arising from the SEC’s investigation in the In the Matter of Certain Stock Promotions investigation and its April 10, 2017 settlement thereof, and seeks unspecified damages on behalf of the Company and injunctive relief. On March 28, 2018, a purported stockholder derivative complaint was filed by plaintiff Nazeer Khaleeluddin on behalf of the Company, against the Company, as nominal defendant, and certain of the Company’s current and former officers and directors, and others, as defendants, in the U.S. District Court for the District of Delaware (case no. 1:18-cv-00469). The complaint alleges, among other things, violations of securities law, breach of fiduciary duty, aiding and abetting, waste of corporate assets, and unjust enrichment. The complaint is based on claims arising from the SEC’s investigation in the In the Matter of Certain Stock Promotions investigation and the Company’s April 10, 2017 settlement thereof, and seeks unspecified damages on behalf of the Company and injunctive relief. On May 1, 2018, the court consolidated this case with the aforementioned purported stockholder derivative case filed by plaintiff Kevin Fong. The consolidated case is titled In re Iovance Biotherapeutics, Inc. Stockholder Derivative Litigation (lead case no. 17-cv-1806). On January 28, 2020, the parties reached a proposed settlement. On April 24, 2020, the court granted preliminary approval for the proposed settlement. The terms of the settlement were disseminated to shareholders as part of the notice process on May 8, 2020. On July 2, 2020, the court granted final approval for the settlement. The Company has not incurred any significant costs or expenses in connection with this settlement.

Solomon Capital, LLC. On April 8, 2016, a lawsuit (“the First Solomon Suit”) titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v. Lion Biotechnologies, Inc. was filed by Solomon Capital, LLC, Solomon Capital 401(k) Trust, Solomon Sharbat and Shelhav Raff (“Solomon Plaintiffs”) against the Company in the Supreme Court of the State of New York, County of New York (index no. 651881/2016). The Solomon Plaintiffs allege that, between June and November 2012, they provided to the Company $0.1 million and that they advanced and paid on behalf of the Company an additional $0.2 million. The complaint further alleges that the Company agreed to (i) provide them with promissory notes totaling $0.2 million, plus interest, (ii) issue a total of 1,110 shares to the Solomon Plaintiffs (after the 1-for-100 reverse split of the Company’s common stock effected in March 2013) (the “Equity Claim”), and (iii) allow the Solomon Plaintiffs to convert the foregoing funds into its securities in the next financing of the Company on the same terms offered to other investors, which Solomon Plaintiffs allege, should have given them the right to convert their advances and payments into shares of the Company’s common stock in the restructuring that took effect in May 2013. Based on the foregoing, the Solomon Plaintiffs allege causes for breach of contract and unjust enrichment and demand judgment against the Company in an unspecified amount exceeding $1.5 million, plus interest. On June 3, 2016, the Company filed an answer and counterclaims in the lawsuit. The Company has asserted counterclaims for fraudulent inducement, fraudulent misrepresentation, fraudulent concealment, breach of fiduciary duty, and breach of contract, alleging principally that the counterclaim defendants misrepresented their qualifications and failed to disclose that Solomon Sharbat was the subject of an investigation by the Financial Industry Regulatory Authority (“FINRA”) that resulted in the loss of his FINRA license. In its counterclaims, the Company is seeking damages in an amount exceeding $0.5 million and an order rescinding any and all agreements that the plaintiffs contend entitled them to obtain shares of Company stock. On May 12, 2020, the court granted the Company’s motion for summary judgment limiting the Solomon Plaintiffs’ damages for the Equity Claim to $47,420. The Solomon Plaintiffs filed a notice of appeal of this summary judgment on June 9, 2020. On July 2, 2020, the court granted the Company’s motion to dismiss the First Solomon Suit for want of prosecution. On July 31, 2020, the Solomon Plaintiffs, through new counsel, filed a motion for reconsideration of the dismissal of the First Solomon Suit for want of prosecution. On August 11, 2020, the Company filed an opposition brief against the Solomon Plaintiffs’ motion for reconsideration. On August 17, 2020, the Solomon Plaintiffs filed a reply brief in support of their motion for reconsideration. On September 2, 2020, the Solomon Plaintiffs filed a notice of appeal of the dismissal for want of prosecution.

On September 27, 2019, the Solomon Plaintiffs filed a new lawsuit (through new legal counsel) (“the Second Solomon Suit”) titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v. Iovance Biotherapeutics, Inc., f/k/a/ Lion Biotechnologies Inc. f/k/a/ Genesis Biopharma Inc., and Manish Singh in the Supreme Court of the State of New York, County of New York (index no. 655668/2019). In the Second Solomon Suit, the Solomon Plaintiffs allege that they are third party beneficiaries of a “finder’s fee agreement” that prior management entered into with a third party unlicensed entity in 2012 in connection with seeking financing, that an agreement or understanding existed between the Company and the plaintiffs that the plaintiffs would be paid fees and commissions (in cash and stock) if they obtained financing for the Company, and that they directly

and indirectly introduced investors to the Company who invested in the Company, or were willing to invest in the Company. Finally, the Solomon Plaintiffs allege that they were promised a license to use the Company’s technology in Israel. The plaintiffs claim that the Company breached the foregoing understandings, promises and agreements and, as a result, they are entitled to certain damages. The Solomon Plaintiffs also allege that Manish Singh, the Company’s former Chief Executive Officer, committed fraud and took shares belonging to them. On February 18, 2020, the Company filed a removal petition and removed the Second Solomon Suit to the United States District Court for the Southern District of New York, where the case has been assigned case no. 1:20-cv-1391. The Company has not yet responded to the complaint in the Second Solomon Suit. On May 22, 2020, the Company moved to dismiss the Second Solomon Suit for lack of personal jurisdiction. On July 17, 2020, the Solomon Plaintiffs filed an opposition brief against the Company’s motion to dismiss for lack of personal jurisdiction. On August 7, 2020, the Company filed a reply brief in support of the Company’s motion to dismiss for lack of personal jurisdiction.

The Company intends to vigorously defend these complaints and pursue its counterclaims, as applicable. At the current stage of the litigation, in both the First Solomon Suit and the Second Solomon Suit, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of these matters.

Litigation Involving Dr. Steven Fischkoff. On June 13, 2017, in an action titled Steven Fischkoff v. Lion Biotechnologies, Inc. and Maria Fardis, Dr. Steven Fischkoff, the Company’s former Vice President and Chief Medical Officer, filed a lawsuit against the Company in the Supreme Court of the State of New York, County of New York. Dr. Fischkoff was dismissed by the Company on March 28, 2017. Dr. Fischkoff was terminated “for cause” as that term is defined in his employment agreement. In his complaint, Dr. Fischkoff alleges breaches of his employment agreement and violation of New York Labor Law for failure to pay monies purportedly owed to him, and seeks to recover amounts including severance pay and retention bonus (totaling $300,000), a prorated incentive bonus, and amounts relating to unvested options to 150,000 shares of the Company’s common stock, together with prejudgment interest, costs, expenses and attorneys’ fees. On July 5, 2017, the Company filed a removal petition and removed the lawsuit to the United States District Court for the Southern District of New York, where the case has been assigned case no. 1:17-cv-05041. On July 14, 2017, the Company filed a partial answer and counterclaims against Dr. Fischkoff, denying his allegations, and alleging breach of contract and related claims, breach of fiduciary duty, and state and federal trade secret misappropriation and related claims, and sought a temporary restraining order and preliminary injunction against Dr. Fischkoff. On July 18, 2017, the court issued a temporary restraining order against Dr. Fischkoff requiring him to return the Company’s materials, prohibiting him from disclosing or using the Company’s materials, and granting expedited discovery. On June 25, 2018, pursuant to a stipulation between the parties, the court entered a permanent injunction prohibiting Dr. Fischkoff from disclosing, possessing, or using any of the Company’s proprietary materials or trade secrets. On July 5, 2018, the court entered an order dismissing two of Dr. Fischkoff’s claims against the Company and Dr. Fardis. On October 18, 2018, Dr. Fischkoff amended his complaint to assert a new claim for defamation arising from SEC filings in which the Company provided the information about this litigation. On September 23, 2020, the parties reached a confidential settlement in this matter, and on October 13, 2020, the court approved a stipulation of dismissal with prejudice filed by the parties.

Other Matters. In connection with the Company’s reincorporation from Nevada to Delaware in 2017, the Company (as a Delaware corporation) untimely filed a post-effective amendment to adopt a Form S-8 registration statement that the Company filed (as a Nevada corporation) to register the shares underlying the Company’s 2011 Equity Incentive Plan. Before the Company filed the required post-effective amendment, options to purchase 200,000 shares were exercised under the 2011 Equity Incentive Plan. The effect of the delayed post-effective amendment filing on the 200,000 option shares is uncertain, but the issuance and sale of the shares may not have been in compliance with the Form S-8 registration statement. The existence of any liability to the Company, and the amount of any such liability to the Company, as a result of the issuance of the 200,000 shares is uncertain. Accordingly, no accrual for a potential claim has been made by the Company in its condensed consolidated financial statements.

The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues amounts, to the extent they can be reasonably estimated, that it believes are adequate to address any liabilities related to legal proceedings and other loss contingencies that it believes will result in a probable loss. While there can be no assurances as to the ultimate outcome of any legal proceeding or other loss contingency involving the Company, management does not believe any pending matter will be resolved in a manner that would have a material adverse effect on its financial position, results of operations or cash flows.

LEASES (Tables)

9 Months Ended

Sep. 30, 2020

LEASES

Schedule of balance sheet classification of the Company's right-of-use asset and lease liabilities

The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows:


	September 30, 2020		December 31, 2019

Operating lease right-of-use assets	$	10,682	$	10,695
Operating lease liabilities
Current portion included in current liabilities		7,196		7,252
long-term portion included in non-current liabilities		3,711		4,248
Total Operating lease liabilities	$	10,907	$	11,500

Schedule of components of lease expenses

The following table summarizes components of lease expenses, which were included in Total expenses in the Company’s condensed consolidated statement of operations, and other information related to our operating leases as follows (in thousands except weighted-average remaining lease terms and discount rates):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020			2019

Operating lease cost	$	1,652	$	2,214	$	5,361		$	5,489
Variable lease cost		1,702		1,967		4,333			3,908
Short-term lease cost		26		14		57			51
Total lease cost	$	3,380	$	4,195	$	9,751		$	9,448

Other information

Cash paid for amounts included in the measurement of lease liabilities included in Operating cashflows	$	1,893	$	2,463	$	5,995		$	5,861
Increase in right-of-use assets from the adoption of Topic 842	$	—	$	—	$	—		$	10,380
Right-of-use assets obtained from entering new leases	$	4,667	$	3,426	$	4,667		$	4,092
Increase in right-of-use assets from lease modifications	$	206	$	1,056	$	534		$	4,698
Weighted-average remaining lease terms (years)						1.71			1.74
Weighted-average discount rates						7.5	%		7.9	%

Schedule of minimum lease commitments

As of September 30, 2020, the maturities of the Company’s operating lease liabilities were as follows (in thousands):


			CMO
	Facility		embedded
	leases		leases		Total
2020	$	388	$	1,813	$	2,201
2021		967		5,675		6,642
2022		338		1,680		2,018
2023		265		—		265
2024		273		—		273
Thereafter		115		—		115
Total lease payments	$	2,346	$	9,168	$	11,514
Less: Present value adjustment		(144)		(463)		(607)
Operating lease liabilities	$	2,202	$	8,705	$	10,907

STOCK BASED COMPENSATION (Tables)

9 Months Ended

Sep. 30, 2020

STOCK BASED COMPENSATION

Schedule of status of stock options


				Weighted
		Weighted		Average	Aggregate
	Number	Average		Remaining	Intrinsic
	of	Exercise		Contract	Value
	Options	Price		Life	(in thousands)
Outstanding at December 31, 2019	9,494,712	$	12.00
Granted	4,531,651		26.41
Exercised	(680,561)		9.85
Expired/Forfeited	(576,921)		16.18
Outstanding at September 30, 2020	12,768,881	$	17.04	7.95	$	203,957

Options exercisable at September 30, 2020	6,123,984	$	11.08	6.69	$	134,353

Schedule of share-based payment award, stock options, valuation assumptions


	Nine Months Ended September 30,
Assumptions:	2020	2019
Expected term (years)	5.18 - 6.19	6.06 – 6.08
Expected volatility	69.99% - 70.96%	70.78% - 71.62%
Risk-free interest rate	0.29% - 1.83%	1.87% - 2.59%
Expected dividend yield	0%	0%

STOCK BASED COMPENSATION

9 Months Ended

Sep. 30, 2020

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 6. STOCK BASED COMPENSATION

Stock Plans

On October 14, 2011, the Company’s Board of Directors (the “Board”) adopted the 2011 Equity Incentive Plan (the “2011 Plan”). Employees, directors, consultants and advisors of the Company are eligible to participate in the 2011 Plan. The 2011 Plan initially had 180,000 shares of common stock reserved for issuance in the form of incentive stock options, non-qualified options, common stock, and grant appreciation rights. The 2011 Plan was not approved by the Company’s stockholders within the required one-year period following its adoption and, accordingly, no incentive stock options can be granted under the 2011 Plan. In August 2013, the Board and a majority of the Company’s stockholders approved an amendment to increase the number of shares available under the 2011 Plan from 180,000 shares to 1,700,000 shares, and an amendment to increase the number options or other awards that can be granted to any one person during a twelve (12) month period from 50,000 shares to 300,000 shares. The foregoing amendment to the 2011 Plan became effective in September 2013. On August 20, 2014, the Board amended the 2011 Plan to increase the number of shares available for issuance upon the exercise of stock options under the 2011 Plan from 1,700,000 to 1,900,000 shares, effective immediately. At September 30, 2020, 11,240 shares were available for future grant under the 2011 Plan.

On September 19, 2014, the Board adopted the Iovance Biotherapeutics, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders held in November 2014. The 2014 Plan, as approved by the stockholders, authorized the issuance up to an aggregate of 2,350,000 shares of the Company’s common stock. On April 10, 2015, the Board amended the 2014 Plan to increase the total number of shares that can be issued under the 2014 Plan to 4,000,000 shares of the Company’s common stock. The increase in shares available for issuance under the 2014 Plan was approved by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders in June 2015.

On August 16, 2016, the Company’s stockholders approved an increase in the total number of shares that can be issued under the 2014 Plan to 9,000,000 shares of the Company’s common stock. At September 30, 2020, 15,746 shares were available for grant under the Company’s 2014 Plan.

On April 22, 2018, the Board adopted the Iovance Biotherapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan was approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018. The 2018 Plan as approved by the stockholders authorized the issuance up to an aggregate of 6,000,000 shares of common stock reserved for issuance in the form of incentive (qualified) stock options, non-qualified options, common stock, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards or any combination of the foregoing. On June 8, 2020, the Company's stockholders approved an amendment to the 2018 Plan to increase the number of shares available for issuance upon the exercise of stock options under the 2018 Plan from 6,000,000 to 14,000,000 shares, which became effective immediately. At September 30, 2020, 7,641,416 shares of common stock were available for grant under the Company’s 2018 Plan.

Restricted Stock Units

On June 1, 2016, the Company entered into an RSU agreement with the Company’s new Chief Executive Officer, Maria Fardis, Ph.D., M.B.A., pursuant to which the Company granted Dr. Fardis 550,000 non-transferrable RSUs at a fair market value price of $5.87 per share as an inducement to her employment pursuant to the exception to The Nasdaq Global Market rules that generally require stockholder approval of equity incentive plans. The 550,000 RSUs vested in installments as follows: (i) 137,500 restricted stock units vested upon the first anniversary of the effective date of Dr. Fardis’ employment agreement; (ii) 275,000 restricted stock units vested upon the satisfaction of certain clinical trial milestones; and (iii) 137,500 restricted stock units vested in equal monthly installments over the 36-month period following the first anniversary of the effective date of Dr. Fardis’ employment, such that the RSUs were fully vested as of June 1, 2020. At September 30, 2020, the Company had no RSUs outstanding.

Stock-based compensation expense for RSUs are measured based on the closing fair market value of the Company’s common stock on the date of grant. The stock-based compensation expenses relating to RSUs were zero and $0.07 million for the three months ended September 30, 2020 and 2019, respectively, and $0.1 million and $0.2 million for the nine months ended September 30, 2020 and 2019, respectively, recorded as part of general and administrative expenses.

Employee Stock Purchase Plan

In June 2020, the Company adopted the 2020 Employee Stock Purchase Plan (the "2020 ESPP") upon its approval by the Company's shareholders at its Annual Stockholders Meeting on June 8, 2020. The Company reserved 500,000 shares of its common stock for issuance under the 2020 ESPP. As of September 30, 2020, no shares were issued under the 2020 ESPP and there was no unrecognized compensation cost related to the 2020 ESPP.

Stock Options

A summary of the status of stock options at September 30, 2020, and the changes during the nine months then ended, is presented in the following table:


				Weighted
		Weighted		Average	Aggregate
	Number	Average		Remaining	Intrinsic
	of	Exercise		Contract	Value
	Options	Price		Life	(in thousands)
Outstanding at December 31, 2019	9,494,712	$	12.00
Granted	4,531,651		26.41
Exercised	(680,561)		9.85
Expired/Forfeited	(576,921)		16.18
Outstanding at September 30, 2020	12,768,881	$	17.04	7.95	$	203,957

Options exercisable at September 30, 2020	6,123,984	$	11.08	6.69	$	134,353

The Company recorded stock-based compensation expenses related to stock options of $10.7 million and $6.5 million for the three months ended September 30, 2020 and 2019 respectively, and $30.5 million and $18.7 million for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, there was $78.4 million of total unrecognized compensation expense related to the options to be recognized over a weighted average period of 2.0 years.

The weighted average grant date fair value for employee options granted under the Company’s stock option plans during the nine months ended September 30, 2020 and 2019 was $16.37 and $8.90 per option, respectively.

The aggregate intrinsic value in the table above reflects the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the quarter ended September 30, 2020 and the exercise price of the options, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their options on September 30, 2020. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s common stock.

The following table summarizes the assumptions relating to options granted pursuant to the Company’s equity incentive plans for the nine months ended September 30, 2020 and 2019:


	Nine Months Ended September 30,
Assumptions:	2020	2019
Expected term (years)	5.18 - 6.19	6.06 – 6.08
Expected volatility	69.99% - 70.96%	70.78% - 71.62%
Risk-free interest rate	0.29% - 1.83%	1.87% - 2.59%
Expected dividend yield	0%	0%

Expected Dividend Yield —The Company has never paid dividends and does not expect to pay dividends in the foreseeable future.

Risk-Free Interest Rate —The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the option’s expected term.

Expected Term —The expected term of the stock option grants was calculated based on historical exercises, cancellations, and forfeitures of stock options and outstanding option shares

Expected Volatility —The expected volatility is based on the historical volatility for the Company’s stock over a period equal to the expected terms of the options.

Forfeiture Rate —The Company recognizes forfeitures as they occur.

Each of the inputs discussed above is subjective and generally requires significant management judgment.

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Tables)

9 Months Ended

Sep. 30, 2020

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Schedule of cash, money market funds and short-term investments

Cash equivalents and short-term investments consist of the following (in thousands):


	September 30,		December 31,
	2020		2019

Cash equivalents - Money market funds	$	51,213	$	10,049
Cash equivalents total	$	51,213	$	10,049

Schedule of cost and fair value of cash equivalents and short-term investments

Cash equivalents in the tables above exclude cash demand deposits of $17.1 million and $3.9 million as of September 30, 2020 and December 31, 2019, respectively (in thousands).


	September 30,		December 31,
Short-term investments	2020		2019
U.S. treasury securities	$	421,155	$	242,249
U.S. government agency securities		224,683		50,863
Short-term investments total	$	645,838	$	293,112

The cost and fair value of cash equivalents and short-term investments at September 30, 2020 and December 31, 2019 were as follows (in thousands):


					Gross		Gross
			Accretion		Unrealized		Unrealized
As of September 30, 2020	Cost		(Amortization)		Gains		Losses		Fair Value
U.S. treasury securities	$	421,372	$	(322)	$	105	$	—	$	421,155
U.S. government agency securities		224,757		(124)		50		—		224,683
Total	$	646,129	$	(446)	$	155	$	—	$	645,838


					Gross		Gross
					Unrealized		Unrealized
As of December 31, 2019	Cost		Accretion		Gains		Losses		Fair Value
U.S. treasury securities	$	241,709	$	364	$	179	$	(3)	$	242,249
U.S. government agency securities		50,712		107		44		—		50,863
Total	$	292,421	$	471	$	223	$	(3)	$	293,112

LICENSES AND AGREEMENTS

9 Months Ended

Sep. 30, 2020

LICENSES AND AGREEMENTS

LICENSES AND AGREEMENTS

NOTE 7. LICENSES AND AGREEMENTS

National Institutes of Health (NIH) and the National Cancer Institute (NCI)

Cooperative Research and Development Agreement (CRADA)

In August 2011, the Company signed a five-year CRADA with the NCI to work with Dr. Steven Rosenberg on developing adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes.

In January 2015, the Company executed an amendment to the CRADA to include four new indications. As amended, in addition to metastatic melanoma, the CRADA included the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative breast, and Human Papilloma Virus (“HPV”)-associated cancers.

In August 2016, the NCI and the Company entered a second amendment to the CRADA. The principal changes effected by the second amendment included (i) extending the term of the CRADA by another five years to August 2021, and (ii) modifying the focus on the development of unmodified TIL as a stand-alone therapy or in combination with U.S. Food and Drug Administration ("FDA") - licensed products and commercially available reagents routinely used for adoptive cell therapy. The parties will continue the development of improved methods for the generation and selection of TIL with anti-tumor reactivity in metastatic melanoma, bladder, lung, breast, and HPV-associated cancers.

Pursuant to the terms of the CRADA, as amended, the Company is required to make quarterly payments of $0.5 million to the NCI for support of research activities. To the extent the Company licenses patent rights relating to a TIL-based product candidate, the Company will be responsible for all patent-related expenses and fees, past and future, relating to the TIL-based product candidate. In addition, the Company may be required to supply certain test articles, including TIL, grown and processed under cGMP conditions, suitable for use in clinical trials, where the Company holds the investigational new drug application for such clinical trial. The extended CRADA has a five-year term expiring in August 2021. The Company or the NCI may unilaterally terminate the CRADA for any reason or for no reason at any time by providing written notice at least 60 days before the desired termination date. The Company recorded costs associated with the CRADA of $0.5 million for the three months ended September 30, 2020 and 2019, and $1.5 million for the nine months ended September 30, 2020 and 2019 as research and development expenses.

Patent License Agreement Related to the Development and Manufacture of TIL

Effective October 5, 2011, the Company entered into an Exclusive Patent License Agreement (the “Patent License Agreement”) with the NIH, an agency of the United States Public Health Service within the Department of Health and Human Services (NIH), which was subsequently amended on February 9, 2015 and October 2, 2015. Pursuant to the Patent License Agreement, as amended, the NIH granted the Company licenses, including exclusive, co-exclusive, and non-exclusive licenses, to certain technologies relating to autologous tumor infiltrating lymphocyte adoptive cell therapy products for the treatment of metastatic melanoma, lung, breast, bladder and HPV-positive cancers. The Patent License Agreement requires the Company to pay royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct costs incurred by the NIH pursuant to the agreement. The Company anticipates making a milestone payment in conjunction with the submission of a Biologics License Application for any of its product candidates covered by the Patent License Agreement.

Exclusive Patent License Agreement Related to TIL Selection

On February 10, 2015, the Company entered into an exclusive patent license agreement (the “Exclusive Patent License Agreement”) with the NIH under which the Company received an exclusive license to the NIH’s rights to patent-pending technologies related to methods for improving adoptive cell therapy through more potent and efficient production of TIL from melanoma tumors by selecting for T cell populations that express various inhibitory receptors. Unless terminated sooner, the license shall remain in effect until the last licensed patent right expires.

Under the Exclusive Patent License Agreement, the Company agreed to pay customary royalties based on a percentage of net sales of a licensed product (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of clinical studies involving licensed technologies, the receipt of the first FDA approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in any foreign country.

H. Lee Moffitt Cancer Center

Research Collaboration and Clinical Grant Agreements with Moffitt

In December 2016, the Company entered into a new three-year Sponsored Research Agreement with H. Lee Moffitt Cancer Center (“Moffitt"), which expired in December 2019. In June 2020, the Company entered into a new Sponsored Research Agreement with Moffitt, with a term that ends either upon completion of the research thereunder or on July 1, 2022, whichever is sooner, and under which immaterial payments will be made to Moffitt in connection with the research services thereunder. At the same time, the Company entered into a clinical grant agreement with Moffitt to support an ongoing clinical trial at Moffitt that combines TIL therapy with nivolumab for the treatment of patients with metastatic melanoma. In June 2017, the Company entered into a second clinical grant agreement with Moffitt to support a new clinical trial at Moffitt that combines TIL therapy with nivolumab for the treatment of patients with non-small cell lung cancer, under which the Company obtained a non-exclusive, royalty-free license to any new Moffitt inventions made in the performance of the agreement. Under both clinical grant agreements with Moffit, the Company has non-exclusive rights to clinical data arising from the respective clinical trials. The Company recorded research and development costs of $0.1 million and $0.2 million for the three months ended September 30, 2020 and 2019, respectively, and $0.5 million and $0.7 million for the nine months ended September 30, 2020 and 2019, respectively, in connection with the research collaboration and clinical grant agreements with Moffitt.

Exclusive License Agreements with Moffitt

The Company entered into a license agreement with Moffitt (the “First Moffitt License”), effective as of June 28, 2014, under which the Company received a world-wide license to Moffitt’s rights to patent-pending technologies related to methods for improving TIL for adoptive cell therapy using toll-like receptor agonists. Unless earlier terminated, the term of the license extends until the earlier of the expiration of the last issued patent related to the licensed technology or 20 years after the effective date of the license agreement.

Pursuant to the First Moffitt License, the Company paid an upfront licensing fee in the amount of $0.1 million. A patent issuance fee will also be payable under the First Moffitt License, upon the issuance of the first U.S. patent covering the subject technology. In addition, the Company agreed to pay milestone license fees upon completion of specified milestones, customary royalties based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable, and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties will be credited against the percentage royalty payments otherwise payable in that year. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the First Moffitt License related to the treatment of any cancers in the United States, Europe and Japan and in other countries designated by the Company in agreement with Moffitt. No expenses were recorded for the First Moffitt License for the three and nine months ended September 30, 2020 and 2019.

The Company entered into a license agreement with Moffitt effective as of May 7, 2018 (the “Second Moffitt License”), under which the Company received a license to Moffitt’s rights to patent-pending technologies related to the use of 4-1BB agonists in conjunction with TIL manufacturing processes and therapies. Pursuant to the Second Moffitt License, the Company paid an upfront licensing fee in the amount of $0.1 million in 2018. An annual license maintenance fee will be also payable commencing on the first anniversary of the effective date. In addition, the Company agreed to pay an annual commercial use payment for each indication for

which a first sale has occurred, which in the aggregate amounts to up to $0.4 million a year. The Company recorded a de minimis amount and $0.01 million for the three months ended September 30, 2020 and 2019, respectively, and a de minimis amount and $0.02 million for the nine months ended September 30, 2020 and 2019, respectively, as research and development expenses in connection with the Second Moffit License.

M.D. Anderson Cancer Center

Strategic Alliance Agreement

On April 17, 2017, the Company entered into a Strategic Alliance Agreement (the “SAA”) with M.D. Anderson Cancer Center (“MDACC”) under which the Company and MDACC agreed to conduct clinical and preclinical research studies. The Company agreed in the SAA to provide total funding not to exceed approximately $14.2 million for the performance of the multi-year studies under the SAA. In return, the Company acquired all rights to inventions resulting from the studies and has been granted a non-exclusive, sub-licensable, royalty-free, and perpetual license to specified background intellectual property of MDACC reasonably necessary to exploit, including the commercialization thereof. The Company has also been granted certain rights in clinical data generated by MDACC outside of the clinical trials to be performed under the SAA. The SAA’s term shall continue in effect until the later of the fourth anniversary of the SAA or the completion or termination of the research and receipt by the Company of all deliverables due from MDACC thereunder. In May 2017, the Company made a prepayment of $1.4 million under this agreement. In light of the COVID-19 Pandemic, MDACC has temporarily suspended their research programs and decommissioned their research labs, and as a result, enrollment in the Company’s MDACC-sponsored studies under the SAA was temporarily paused, but has recently been partially restarted. The Company recorded $0.3 million and $0.7 million associated with the MDACC SAA for the three months ended September 30, 2020 and 2019, respectively, and $0.5 million and $2.3 million for the nine months ended September 30, 2020 and 2019, respectively as research and development expenses.

WuXi Apptech, Inc. (WuXi)

In November 2016, the Company entered into a three-year manufacturing and services agreement (“MSA”) with WuXi AppTech, Inc. (“WuXi”) pursuant to which WuXi agreed to provide manufacturing and other services, which has since been amended and assigned to our subsidiary Iovance Biotherapeutics Manufacturing LLC. Under the agreement, the Company entered into two statements of work for two cGMP manufacturing suites to be established and operated by WuXi for the Company, both of the suites are expected to be capable of being used for the commercial manufacture of its products. The statement of work for the first suite was amended in 2019 and September 2020, and the second suite was amended in 2019. The statements of work for facility include a fixed component to reserve a dedicated suite and a trained work force, and a variable component, mainly materials and testing used during the manufacturing processes. Both statements of work provide for adjustments to the targeted production capacity levels and the corresponding fixed quarterly fees upon written notice from the Company of 30 days and 90 days for the first and second dedicated suites, respectively. The quarterly fixed fees payable for each of the dedicated manufacturing suites ranges from $0.6 million to $2.7 million depending on the production capacity level targeted. The terms of the related statements of work for the first and second dedicated manufacturing suites currently extend to August 2022 and June 2021, respectively. The Company recorded costs associated with agreements with WuXi of $2.8 million and $9.2 million for the three months ended September 30, 2020 and 2019 respectively, and $16.2 million and $20 million for the nine months ended September 30, 2020 and 2019, respectively, as research and development expenses.

Cellectis S.A. (Cellectis)

On January 12, 2020, the Company entered into a research collaboration and exclusive worldwide license agreement whereby the Company will license gene-editing technology from Cellectis S.A. ("Cellectis"), a clinical-stage biopharmaceutical company, in order to develop TIL therapies that have been genetically edited. Financial terms of the license include development, regulatory and sales milestone payments from the Company to Cellectis, as well as royalty payments based on net sales of TALEN-modified TIL products. The Company recorded costs associated with the license agreement from Cellectis of $0.1 million and $0.3 million for the three and nine months ended September 30, 2020, respectively.

Novartis Pharma AG (Novartis)

On January 12, 2020, the Company obtained a license from Novartis Pharma AG (“Novartis”) to develop and commercialize an antibody cytokine engrafted protein, which the Company refers to as IOV-3001. Under the agreement, the Company has paid an upfront payment to Novartis and may pay future milestones related to initiation of patient dosing in various phases of clinical development for IOV-3001 and approval of the product in the U.S, EU and Japan. Novartis is also entitled to low-to-mid single digit

royalties from commercial sales of the product. The Company recorded costs associated with the license agreement from Novartis of $ 10.0 million as research and development expenses for the three months ended March 31, 2020. The Company did not record any expenses after March 31, 2020 through September 30, 2020.

STOCK BASED COMPENSATION - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended		9 Months Ended
	Jun. 01, 2016	Aug. 31, 2013	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Jun. 08, 2020	Apr. 22, 2018	Aug. 16, 2016	Apr. 10, 2015	Nov. 30, 2014	Aug. 20, 2014	Aug. 19, 2014	Oct. 14, 2011
STOCK BASED COMPENSATION
Stock-based compensation expense					$ 100	$ 200
Vested	(137,500)
Weighted average grant date fair value, options granted					$ 16.37	$ 8.90
Maximum award per person per year (in shares)		300,000
Share-based Compensation					$ 30,655	$ 18,870
Restricted Common Stock
STOCK BASED COMPENSATION
Stock-based compensation expense			$ 0	$ 70
Restricted stock units \| Chief Executive Officer
STOCK BASED COMPENSATION
Granted	550,000
Granted	$ 5.87
Stock option
STOCK BASED COMPENSATION
Stock-based compensation expense			10,700	$ 6,500	30,500	$ 18,700
Total unrecognized compensation expense			$ 78,400		$ 78,400
Unrecognized compensation cost recognition period					2 years
First Anniversary \| Restricted stock units
STOCK BASED COMPENSATION
Vested	(137,500)
Vesting period	36 months
Satisfaction Of Clinical Trial Milestones \| Restricted stock units
STOCK BASED COMPENSATION
Vested	(275,000)
2011 Equity Incentive Plan
STOCK BASED COMPENSATION
Shares authorized		1,700,000
Number of shares available			11,240		11,240
Common stock, capital shares reserved for future issuance												1,900,000	1,700,000	180,000
Maximum award per person per year (in shares)		50,000
2011 Equity Incentive Plan \| Minimum
STOCK BASED COMPENSATION
Shares authorized														180,000
2014 Equity Incentive Plan
STOCK BASED COMPENSATION
Shares authorized										4,000,000	2,350,000
Number of shares available			15,746		15,746
2014 Equity Incentive Plan \| Maximum
STOCK BASED COMPENSATION
Shares authorized									9,000,000
The 2018 Plan
STOCK BASED COMPENSATION
Shares authorized								6,000,000
Number of shares available			7,641,416		7,641,416
The 2018 Plan \| Minimum
STOCK BASED COMPENSATION
Shares authorized							6,000,000
The 2018 Plan \| Maximum
STOCK BASED COMPENSATION
Shares authorized							14,000,000
2020 ESPP Member
STOCK BASED COMPENSATION
Shares authorized			500,000		500,000
Unrecognized compensation cost			$ 0		$ 0
Common stock, capital shares reserved for future issuance			0		0

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2020	Oct. 26, 2020
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2020
Entity File Number	001-36860
Entity Registrant Name	IOVANCE BIOTHERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-3254381
Entity Address, Address Line One	999 Skyway Road, Suite 150
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	260-7120
Title of 12(b) Security	Common stock, par value $0.000041666 per value
Trading Symbol	IOVA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		146,687,334
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001425205
Amendment Flag	false

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

9 Months Ended

Sep. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Schedule of cash and cash equivalents and restricted cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash, reported within the condensed consolidated balance sheets that sum to the total of the same such amounts shown in the condensed consolidated statements of cash flows:


	September 30,		September 30,
	2020		2019

Cash and cash equivalents	$	68,310	$	38,889
Restricted cash (included in non-current assets on the condensed consolidated balance sheets)		5,525		5,450
Total cash, cash equivalents and restricted cash	$	73,835	$	44,339

Schedule of Antidilutive securities excluded from computation of earnings per share


	September 30,
	2020	2019
Stock options	12,768,881	9,494,722
Series A Convertible Preferred Stock*	97,000	97,000
Series B Convertible Preferred Stock*	3,581,119	3,581,119
Restricted stock units	—	34,371
	16,447,000	13,207,212

* on an as-converted basis

Schedule of assets measured at fair value


	Assets at Fair Value as of September 30, 2020
	Level 1		Level 2		Level 3		Total
U.S. treasury securities	$	421,155	$	—	$	—	$	421,155
U.S. government agency securities		224,683		—		—		224,683
Total	$	645,838	$	—	$	—	$	645,838


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
US treasury securities	$	242,249	$	—	$	—	$	242,249
US government agency securities		50,863		—		—		50,863
Total	$	293,112	$	—	$	—	$	293,112

Schedule of stock-based compensation


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Research and development	$	5,282	$	3,346	$	15,065	$	8,767
General and administrative		5,424		3,252		15,590		10,103
Total stock-based compensation expenses	$	10,706	$	6,598	$	30,655	$	18,870

Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by plan


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Stock option expenses	$	10,706	$	6,530	$	30,543	$	18,668
Restricted stock unit expenses		—		68		112		202
Total stock-based compensation expenses	$	10,706	$	6,598	$	30,655	$	18,870

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash Flows from Operating Activities
Net loss	$ (191,184)	$ (133,988)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	30,655	18,870
Noncash lease expense	4,999	4,965
Depreciation and amortization	819	875
Gain on settlement of dispute		(336)
Accretion (Amortization) of discounts and premiums on investments	359	(3,035)
Changes in assets and liabilities:
Prepaid expenses, other assets, and long-term assets	66	785
Operating lease liabilities (Right-of-use assets)	(5,579)	(4,314)
Accounts payable	9,168	6,625
Accrued expenses and other liabilities	8,255	4,486
Net cash used in operating activities	(142,442)	(105,067)
Cash Flows from Investing Activities
Maturities of short-term investments	358,493	420,580
Purchase of short-term investments	(711,643)	(353,878)
Purchase of property and equipment	(23,456)	(3,491)
Net cash (used in) provided by investing activities	(376,606)	63,211
Cash Flows from Financing Activities
Tax payments related to shares withheld for vested restricted stock awards	(283)	(193)
Proceeds from the issuance of common stock upon exercise of options	6,704	4,236
Proceeds from the issuance of common stock, net	567,043
Net cash provided by financing activities	573,464	4,043
Net increase (decrease) in cash, cash equivalents, and restricted cash	54,416	(37,813)
Cash, Cash Equivalents, and Restricted Cash Beginning of Period	19,419	82,152
Cash, Cash Equivalents, and Restricted Cash End of Period	73,835	44,339
Supplemental disclosure of non-cash investing and financing activities:
Unrealized (loss) / gain on short-term investments	(65)	281
Acquisitions of property and equipment included in accounts payable and accrued expense	$ (8,061)	(557)
Conversion of convertible preferred stock to common stock		$ 2

GENERAL ORGANIZATION AND BUSINESS (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		9 Months Ended
	Jun. 30, 2020	Jan. 31, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
GENERAL ORGANIZATION AND BUSINESS
Net Loss			$ 58,571	$ 49,487	$ 191,184	$ 133,988
Net cash used in operating activities					142,442	105,067
Proceeds from the issuance of common stock, net	$ 567,000	$ 162,000			567,043
Cash, cash equivalents and short-term investments			719,700		719,700
cash equivalents, short-term investments, and restricted cash			68,300		68,300
Cash and cash equivalents			68,310	38,889	68,310	38,889	$ 13,969
Short-term investments			645,838		645,838		293,112
Restricted cash			$ 5,525	$ 5,450	$ 5,525	$ 5,450	$ 5,450

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

LEASES

9 Months Ended

Sep. 30, 2020

LEASES

LEASES

NOTE 9. LEASES

Facilities Leases

The Company has evaluated the following existing facility leases and determined that, effective upon the adoption of Topic 842, they were all operating leases. Operating lease right-of-use assets and liabilities were recognized as of January 1, 2019 based on the present value of the remaining lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company utilized a third party in determining an incremental borrowing rate based on the information available as of the adoption date of Topic 842 to obtain the present value of lease payments. The Company’s lease terms may include options to extend or terminate the lease which are included in the lease term when it is reasonably certain that it will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. The Company elected not to apply the recognition requirements of Topic 842 for short-term leases that have a lease term of 12 months or less.

Tampa Lease

In December 2014, the Company commenced a five-year non-cancellable operating lease with the University of South Florida Research Foundation for a 5,115 square foot facility located in Tampa, Florida. The facility is part of the University of South Florida research park and is used as the Company’s research and development facilities. The Company had the option to extend the lease term of this facility for an additional five-year period on the same terms and conditions, except that the base rent for the renewal term will be increased in accordance with the applicable consumer price index.

In April 2015, the Company amended the original lease agreement to increase the rentable space to 6,043 square feet. In September 2016, the Company further increased the rentable space to 8,673 square feet. The per square foot cost and term of the lease were unchanged, and rent payments are approximately $20,000 per month. In December 2019, the Company entered into an agreement to extend the lease term to December 18, 2024 for approximately $20,500 a month.

In June 2020, the Company amended the lease agreement to further increase the rentable space to 13,139 square feet and extend the lease term to June 5, 2025 for approximately $34,500 a month.

San Carlos Lease

On August 4, 2016, the Company entered into an agreement to lease 8,733 square feet in San Carlos, California. The term of the lease is 54 months subsequent to the commencement date and will expire in April 2021. Monthly lease payments are approximately $38,000.

On April 28, 2017, the Company entered into a sublease agreement with Teradata US, Inc., pursuant to which the Company agreed to sublease certain office space located adjacent to the Company’s headquarters for approximately $26,000 per month. The space consists of approximately 11,449 rentable square feet in the building located in San Carlos, California. The sublease for this space expired on October 31, 2018. Monthly lease payments were approximately $26,000.

On October 19, 2018, the Company entered into an agreement to lease 12,322 square feet of office space located adjacent to the Company’s headquarters in San Carlos, California. This lease replaces the sublease of 11,449 square feet of office space in the same facility that expired on October 31, 2018. The term of the lease is 30 months subsequent to the commencement date, November 1, 2018, and will expire in April 2021. Monthly lease payments are approximately $59,000, subject to an annual increase of 3%.

On June 19, 2019, the Company entered into a first amendment (the “Amended Lease”) to its previously disclosed lease agreement with Hudson Skyway Landing, LLC (the “Lease”) for additional space at its corporate headquarters in San Carlos, California. Under the Amended Lease, the Company will lease an additional 8,110 square feet (the “Expansion Space”), for a total of approximately 20,432 square feet of space on the first floor of the building located at 999 Skyway Road, San Carlos, California, commonly known as Skyway Landing II. The term of the Amended Lease remains the same as that of the Lease and expires on April 30, 2021, unless earlier terminated in accordance with the Amended Lease. The Company’s monthly base rent for the Expansion Space under the Amended Lease will be approximately $39,000 for the first year, and $40,000 for the second year.

New York Lease

The Company leased office space in New York for a monthly rental of approximately $18,000 a month from January 2017 through July 2017. On June 5, 2017, the Company entered into an agreement whereby the Company will lease office space from

August 1, 2017 to July 31, 2018, for approximately $9,000 a month. On April 20, 2018, the Company entered into an agreement to extend the lease term to January 31, 2019 for approximately $7,000 a month. On November 2, 2018, the Company entered into an agreement to extend the lease term to July 31, 2019 for approximately $4,000 a month. On May 1, 2019, the Company entered into an agreement to extend the lease term to January 31, 2020 for approximately $4,000 a month. On October 24, 2019, the Company entered into an agreement to extend the lease term to April 30, 2020 for approximately $4,000 a month. On January 23, 2020, the Company entered into an agreement to extend the lease term to July 31, 2020 for approximately $4,000 a month. On May 24, 2020, the Company entered into an agreement to extend the lease term to October 31, 2020 for approximately $4,000 a month. On September 1, 2020, the Company entered into an agreement to extend the lease term to January 31, 2021, for approximately $4,000 a month.

Philadelphia Office Lease

On May 2, 2019, the Company entered into an agreement to lease approximately 1,500 square feet of office space in Philadelphia, Pennsylvania until July 1, 2019 for a rate of $2,000 a month, and then approximately 4,500 square feet of office space for the remainder of a three-year term at an initial rate of $11,063 per month, subject to annual increases of 2.5%.

On August 1, 2020, the Company entered into an agreement to lease approximately 2,965 square feet of a training facility space in Philadelphia, Pennsylvania for a twelve month term at a rate of approximately $6,500 per month.

Commercial Manufacturing Facility Agreement

On May 28, 2019, the Company entered into a lease agreement with 300 Rouse Boulevard, LLC (the “Commercial Manufacturing Facility Lease”) for a build-to-suit commercial manufacturing facility, laboratories, and offices located in Philadelphia, Pennsylvania. Under the Commercial Manufacturing Facility Lease, the Company will lease approximately 136,000 rentable square feet of space in a building to be located at 300 Rouse Boulevard, Philadelphia, Pennsylvania (the “Premises”). The commercial manufacturing facility is expected to be constructed in two phases: Phase I-A, the construction of the commercial manufacturing facility, with approximately 66,000 rentable square feet of space; and Phase I-B, the construction of offices and laboratories, with approximately 70,000 rentable square feet of space. The Commercial Manufacturing Facility Lease is for a term of 242 months, commencing on the earlier of (i) the date on which the Company occupies any portion of the Premises for the normal operation of its business or (ii) the date that is the later of (A) one hundred sixty (160) days after the Phase I-A substantial completion date, July 16, 2020, or (B) the Phase I-B Substantial Completion Date (the “Commencement Date”). The Commencement Date shall be extended by one day for each day of landlord delay, net of any tenant delay, as defined in the Lease. The Commercial Manufacturing Facility Lease includes an option to extend the term of the lease, exercisable under certain conditions as described in the Commercial Manufacturing Facility Lease, such that the overall term, when added to the initial term, shall be 359 months, by giving the landlord prior written notice thereof at least 18 months in advance of the expiration date.

Beginning on the Commencement Date, the Company’s monthly base rent under the Lease will be approximately $320,000, subject to an annual increase of 2% for the first ten years, and an annual increase of the greater of 2% or 75% of the average ten-year consumer price index. The Company will also be responsible for paying operating expenses, which are expected to be approximately $53,000 per month in 2020.

Manufacturing Contracts

The Company uses contract manufacturing organizations (collectively the “CMOs” and each a “CMO”) to manufacture and supply TILs for clinical and commercial purposes. The CMO contractual obligations consist of the use of manufacturing facilities and minimum fixed commitment fees, such as personnel, general support fees, and minimum production or material fees. In addition to the minimum fixed commitment fees, the CMO contractual obligations include variable costs such as production and material costs in excess of the minimum quantity specified in each CMO agreement. During the term of each CMO agreement, the Company has access to and control of the use of a dedicated suite in each of the CMOs’ facilities for manufacturing activities. In conjunction with the adoption of Topic 842 on January 1, 2019, the Company reevaluated all of its material contracts it has, to determine whether they contain a lease under Topic 840. An arrangement is considered a lease or contains a lease if an underlying asset is explicitly or implicitly identified and use of the asset is controlled by the customer. Based on this evaluation, the Company concluded that all of its contracts with CMOs contained embedded operating leases because the suites used for its production are implicitly identified, is only used by the Company exclusively during the contractual term of the arrangements, and the CMOs have no substantive contractual rights to substitute the facilities used by the Company. Further, the Company controls the use of the facilities by obtaining all of the economic benefits from the use of the facilities and direct the use of the facilities throughout the period of use. The terms of the CMO contracts include options to terminate the lease with an advance notice of five to six months. The termination clauses and extension

clauses are included in the calculation of the lease term for each of the CMOs when it is reasonably certain that it will not exercise such options.

The guidance requires the Company to first identify a lease deliverable and non-lease deliverable included in the arrangements, and then allocate the fixed contractual consideration to the lease deliverable(s) and the non-lease deliverable(s) on a relative standalone selling price basis to determine the amount of operating lease right-of-use assets and liabilities. The Company identified the use of a dedicated suite as a single lease deliverable, and related labor services as a single non-lease deliverable in each of the CMO arrangements. Judgment is required to determine the relative standalone selling price of each deliverable as the observable standalone selling prices are not readily available. Therefore, management used estimates and assumptions in determining relative standalone selling price of lease of a suite and labor service using information that includes market and other observable inputs to the extent possible.

The Company leases certain furniture and equipment that has a lease term of 12 months or less. Since the commencement date does not include an option to purchase the underlying asset, the Company elected not to apply the recognition requirements of Topic 842 for short-term leases, however, the lease costs that pertain to the short-term leases are disclosed in the components of lease costs table below.

The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows:


	September 30, 2020		December 31, 2019

Operating lease right-of-use assets	$	10,682	$	10,695
Operating lease liabilities
Current portion included in current liabilities		7,196		7,252
long-term portion included in non-current liabilities		3,711		4,248
Total Operating lease liabilities	$	10,907	$	11,500


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020			2019

Operating lease cost	$	1,652	$	2,214	$	5,361		$	5,489
Variable lease cost		1,702		1,967		4,333			3,908
Short-term lease cost		26		14		57			51
Total lease cost	$	3,380	$	4,195	$	9,751		$	9,448

Other information

Cash paid for amounts included in the measurement of lease liabilities included in Operating cashflows	$	1,893	$	2,463	$	5,995		$	5,861
Increase in right-of-use assets from the adoption of Topic 842	$	—	$	—	$	—		$	10,380
Right-of-use assets obtained from entering new leases	$	4,667	$	3,426	$	4,667		$	4,092
Increase in right-of-use assets from lease modifications	$	206	$	1,056	$	534		$	4,698
Weighted-average remaining lease terms (years)						1.71			1.74
Weighted-average discount rates						7.5	%		7.9	%

Variable lease cost is determined based on performance or usage in accordance with the contractual agreements, and not based on an index or rate.

As of September 30, 2020, the maturities of the Company’s operating lease liabilities were as follows (in thousands):


			CMO
	Facility		embedded
	leases		leases		Total
2020	$	388	$	1,813	$	2,201
2021		967		5,675		6,642
2022		338		1,680		2,018
2023		265		—		265
2024		273		—		273
Thereafter		115		—		115
Total lease payments	$	2,346	$	9,168	$	11,514
Less: Present value adjustment		(144)		(463)		(607)
Operating lease liabilities	$	2,202	$	8,705	$	10,907

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the date of adoption of Topic 842. As of September 30, 2020, the weighted average remaining lease term is 1.71 years and the weighted average discount rate used to determine the operating lease liabilities was 7.5%. As of September 30, 2020, the Company has a finance lease for the commercial manufacturing facility that has not yet commenced. This finance lease will commence in December 2020 with a lease term of 20 years.

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Costs and expenses
Research and development expenses	$ 43,050	$ 41,582	$ 149,276	$ 111,785
General and administrative expenses	15,916	10,029	44,127	29,977
Total costs and expenses	58,966	51,611	193,403	141,762
Loss from operations	(58,966)	(51,611)	(193,403)	(141,762)
Other income
Interest income, net	395	2,124	2,219	7,774
Net Loss	$ (58,571)	$ (49,487)	$ (191,184)	$ (133,988)
Net Loss Per Share of Common Stock, Basic and Diluted	$ (0.40)	$ (0.40)	$ (1.41)	$ (1.08)
Weighted Average Shares of Common Stock Outstanding, Basic and Diluted	146,492	124,035	135,457	123,674

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash, Cash Equivalents, and Short-term Investments

The Company’s cash and cash equivalents include short-term investments with original maturities of three months or less when purchased. The Company's short-term investments are classified as “available-for-sale.” The Company includes these investments in current assets and carries them at fair value. Unrealized gains and losses on available-for-sale securities are included in accumulated other comprehensive income. Any impairment losses related to credit losses (if any) are included in an allowance for credit losses with an offsetting entry to net loss. No impairment losses related to credit losses were recognized for the three and nine months ended September 30, 2020 and 2019. The cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in net interest income in the condensed consolidated statements of operations. Gains and losses on securities sold are recorded based on the specific identification method and are included in net interest income in the condensed consolidated statements of operations. The Company has not incurred any realized gains or losses from sales of securities to date. The Company’s investment policy limits investments to certain types of instruments such as certificates of deposit, money market instruments, obligations issued by the U.S. government and U.S. government agencies as well as corporate debt securities, and places restrictions on maturities and concentration by type and issuer, except for securities issued by the U.S. government. Currently the Company invests excess cash only in obligations issued by the U.S. government and U.S. government agencies.

The Company maintains a required minimum balance, currently $5.5 million in a segregated bank account in connection with two letters of credit, one for $5.45 million for the benefit of the landlord for its commercial manufacturing facility used as a security deposit for the lease (See Note 9 - Leases), and a second one for $74,685 for the benefit of a utilities service provider. The total amount is classified as Restricted Cash on the Balance Sheet. The original term of the letter of credit expired on May 28, 2020; however, the term was automatically extended for an additional one-year period on May 28, 2020, and will be automatically extended for additional one-year periods, without written agreement, to May 28 in each succeeding calendar year, through at least 60 days after the lease expiration date. Further, on the expiration of the seventh year of the lease, and each anniversary date thereafter, the letter of credit may be decreased by $1,000,000, with a minimum-security deposit of $1,450,000 maintained through the end of the lease term. The $74,685 letter of credit will expire on February 25, 2021, however, it will be automatically extended, without written agreement, to the expiration date of December 1, 2022. As of September 30, 2020, restricted cash consisted of $5.5 million and this amount has been classified as a non-current asset on the Company’s condensed consolidated balance sheets.


	September 30,		September 30,
	2020		2019

Cash and cash equivalents	$	68,310	$	38,889
Restricted cash (included in non-current assets on the condensed consolidated balance sheets)		5,525		5,450
Total cash, cash equivalents and restricted cash	$	73,835	$	44,339

Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period.

Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of shares of common stock outstanding and the dilutive common stock equivalent shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental shares of common stock issuable upon (i) the exercise of outstanding stock options, (ii) vesting of restricted stock units, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive.

At September 30, 2020 and 2019, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive.


	September 30,
	2020	2019
Stock options	12,768,881	9,494,722
Series A Convertible Preferred Stock*	97,000	97,000
Series B Convertible Preferred Stock*	3,581,119	3,581,119
Restricted stock units	—	34,371
	16,447,000	13,207,212

* on an as-converted basis

The effect of potentially dilutive securities would be reflected in diluted earnings per share of common stock by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock could result in a greater dilutive effect from potentially dilutive securities.

Fair Value Measurements

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged, or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.

Assets and liabilities recorded at fair value in the Company’s financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1–These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access.

Level 2–These are investments where values are based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets

The Company does not have fair valued assets classified under Level 2 as of September 30, 2020 and December 31, 2019.

Level 3–These are financial instruments where values are derived from techniques in which one or more significant inputs are unobservable.

The Company does not have fair valued assets classified under Level 3 as of September 30, 2020 and December 31, 2019.

The Company’s financial instruments consist of cash and cash equivalents and short-term investments, all of which are reported at their respective fair value on its condensed consolidated balance sheets.

As of September 30, 2020 and December 31, 2019, financial assets measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations (in thousands):


	Assets at Fair Value as of September 30, 2020
	Level 1		Level 2		Level 3		Total
U.S. treasury securities	$	421,155	$	—	$	—	$	421,155
U.S. government agency securities		224,683		—		—		224,683
Total	$	645,838	$	—	$	—	$	645,838


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
US treasury securities	$	242,249	$	—	$	—	$	242,249
US government agency securities		50,863		—		—		50,863
Total	$	293,112	$	—	$	—	$	293,112

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions made in valuing stock instruments issued for services and used in measuring operating right-of-use assets and operating lease liabilities, valuation of short-term investments, accounting for potential liabilities, and the valuation allowance associated with the Company’s deferred tax assets.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Iovance Biotherapeutics, Inc. and its wholly-owned subsidiaries, Iovance Biotherapeutics Manufacturing LLC and Iovance Biotherapeutics GmbH. All intercompany accounts and transactions have been eliminated. The U.S. dollar is the functional currency for all of the Company's consolidated operations.

Income Taxes

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted and signed into law, and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act, among other things, includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for business entities include a five-year net operating loss (“NOL”) carrybacks, suspension of annual deduction limitation of 80% taxable income from net operating losses generated in a tax year beginning after December 31, 2017, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined no material tax provision impact for the three and nine months ended September 30, 2020.

Leases

The Company determines if an arrangement includes a lease at inception. Operating leases are included in its condensed consolidated balance sheet as Operating lease right-of-use assets and Operating lease liabilities as of September 30, 2020 and December 31, 2019. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date or the date of adoption of Accounting Standard Update (ASU) No. 2016-02 and ASU No. 2018-10, Leases (together “Topic 842”). The operating lease right-of-use assets also include any lease payments made less lease incentives. The Company’s leases may include options to extend or terminate the lease, which is considered in the lease term when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected not to apply the recognition requirements of Topic 842 for short-term leases.

For lease agreements entered into after the adoption of Topic 842 that include lease and non-lease components, such components are generally accounted for separately.

Stock-Based Compensation

The Company periodically grants stock options to employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the FASB where the value of the award is measured on the date of grant and recognized over the vesting period. Upon the adoption of ASU No. 2018-07, Compensation-Stock Compensation (“Topic 718”), the Company accounts for stock option grants to non-employees in a similar manner as stock option grants to employees except for the term used in the grant date fair value, therefore no longer requiring a re-measurement at the then-current fair values at each reporting date until the shares underlying the options have vested. The non-employee awards that contain a performance condition that affects the quantity or other terms of the award are measured based on the outcome that is probable.

The fair value of the Company's common stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. The stock-based compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

The Company has in the past issued restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) as part of its share-based compensation programs. The Company measures the compensation cost with respect to RSUs and RSAs issued to employees based upon the estimated fair value of the equity instruments at the date of the grant, which is recognized as an expense over the period during which an employee is required to provide services in exchange for the awards.

The fair value of RSUs and RSAs is based on the closing price of the Company’s common stock on the grant date.

Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded on the statements of operations as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Research and development	$	5,282	$	3,346	$	15,065	$	8,767
General and administrative		5,424		3,252		15,590		10,103
Total stock-based compensation expenses	$	10,706	$	6,598	$	30,655	$	18,870

Total stock-based compensation expenses broken down based on each individual instrument were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Stock option expenses	$	10,706	$	6,530	$	30,543	$	18,668
Restricted stock unit expenses		—		68		112		202
Total stock-based compensation expenses	$	10,706	$	6,598	$	30,655	$	18,870

Preferred Stock

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred stock subject to mandatory redemption are classified as liability instruments and are measured at fair value. Conditionally redeemable preferred stock (including preferred stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred stock is classified as stockholders’ equity.

Convertible Instruments

The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

The Company also records, when necessary, deemed dividends for the intrinsic value of the conversion options embedded in preferred stock based upon the difference between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock.

Recent Accounting Standards

Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, ASU 2019-11, and ASU 2020-03 (collectively, Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected

credit losses (“CECL”). Under Topic 326, an entity is required to estimate CECL on available-for-sale (“AFS”) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. Topic 326 also requires the impairment calculation on an individual security level and requires an entity use present value of cash flows when estimating the CECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. In April 2019, the FASB further clarified the scope of Topic 326 and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayment. Topic 326 will be effective for public entities in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The new guidance requires modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company adopted this guidance on January 1, 2020, however, the adoption of this new guidance did not have any material impact on its condensed consolidated financial statements.

Cloud Computing Arrangements

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15). The guidance requires a customer in a cloud computing arrangement that is a service contract to follow the internal use software guidance to determine which implementation costs to defer and recognize as an asset. It therefore requires a customer to defer potentially significant implementation costs incurred in a cloud computing arrangement that were often expensed as incurred under the legacy GAAP and recognize them as expense over the term of the hosting arrangement. ASU 2018-15 is effective for fiscal years beginning subsequent to December 15, 2019. The Company adopted this guidance on January 1, 2020. The Company recorded $0.8 million as prepaid expenses and long-term assets on the condensed consolidated balance sheet as of September 30, 2020. The amortization expense recorded for the three and nine months ended September 30, 2020 was de minimis.

Subsequent Event

The Company’s management evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2020

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Cash, Cash Equivalents, and Short-term Investments


	September 30,		September 30,
	2020		2019

Cash and cash equivalents	$	68,310	$	38,889
Restricted cash (included in non-current assets on the condensed consolidated balance sheets)		5,525		5,450
Total cash, cash equivalents and restricted cash	$	73,835	$	44,339

Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period.

At September 30, 2020 and 2019, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive.


	September 30,
	2020	2019
Stock options	12,768,881	9,494,722
Series A Convertible Preferred Stock*	97,000	97,000
Series B Convertible Preferred Stock*	3,581,119	3,581,119
Restricted stock units	—	34,371
	16,447,000	13,207,212

* on an as-converted basis

Fair Value Measurements

Level 1–These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access.

The Company does not have fair valued assets classified under Level 2 as of September 30, 2020 and December 31, 2019.

Level 3–These are financial instruments where values are derived from techniques in which one or more significant inputs are unobservable.

The Company does not have fair valued assets classified under Level 3 as of September 30, 2020 and December 31, 2019.


	Assets at Fair Value as of September 30, 2020
	Level 1		Level 2		Level 3		Total
U.S. treasury securities	$	421,155	$	—	$	—	$	421,155
U.S. government agency securities		224,683		—		—		224,683
Total	$	645,838	$	—	$	—	$	645,838


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
US treasury securities	$	242,249	$	—	$	—	$	242,249
US government agency securities		50,863		—		—		50,863
Total	$	293,112	$	—	$	—	$	293,112

Use of Estimates

Principles of Consolidation

Income Taxes

Leases

For lease agreements entered into after the adoption of Topic 842 that include lease and non-lease components, such components are generally accounted for separately.

Stock-Based Compensation

The fair value of RSUs and RSAs is based on the closing price of the Company’s common stock on the grant date.

Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded on the statements of operations as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Research and development	$	5,282	$	3,346	$	15,065	$	8,767
General and administrative		5,424		3,252		15,590		10,103
Total stock-based compensation expenses	$	10,706	$	6,598	$	30,655	$	18,870

Total stock-based compensation expenses broken down based on each individual instrument were as follows (in thousands):


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2020		2019		2020		2019
Stock option expenses	$	10,706	$	6,530	$	30,543	$	18,668
Restricted stock unit expenses		—		68		112		202
Total stock-based compensation expenses	$	10,706	$	6,598	$	30,655	$	18,870

Preferred Stock

Convertible Instruments

Recent Accounting Standards

Financial Instruments

Cloud Computing Arrangements

Subsequent Event

The Company’s management evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Cumulative Effect, Period of Adoption, Adjustment [Member] Additional Paid-In Capital	Cumulative Effect, Period of Adoption, Adjustment [Member] Accumulated Deficit	Common Stock	Additional Paid-In Capital	Accumulated other Comprehensive Income	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2018		$ 6			$ 5	$ 838,984	$ (42)	$ (372,760)	$ 466,193
Beginning Balance (in Shares) at Dec. 31, 2018	194	5,854,845			123,415,576
Stock-based compensation expense						18,870			18,870
Vesting of restricted shares issued for services					$ 1	(1)
Vesting of restricted shares issued for services (in shares)					21,738
Tax payments related to shares withheld for vested restricted stock units						(193)			(193)
Common stock issued upon exercise of stock options					$ 0	4,236			4,236
Common stock issued upon exercise of stock options (in shares)					514,450
Common stock issued from preferred stock conversion		$ (2)				2
Common stock issued from preferred stock conversion (in Shares)		(2,273,726)			2,273,726
Unrealized (loss) / gain on short-term investments							281		281
Cancellation of common shares from settlement of dispute					$ (1)	(335)			(336)
Cancellation of common shares from settlement of dispute (In Shares)					(32,500)
Net loss								(133,988)	(133,988)
Ending Balance at Sep. 30, 2019		$ 4			$ 5	861,859	239	(507,044)	355,063
Ending Balance (in Shares) at Sep. 30, 2019	194	3,581,119			126,192,990
Beginning Balance at Jun. 30, 2019		$ 6			$ 5	854,596	372	(457,557)	397,422
Beginning Balance (in Shares) at Jun. 30, 2019	194	5,854,845			123,820,508
Stock-based compensation expense						6,598			6,598
Vesting of restricted shares issued for services (in shares)					7,206
Tax payments related to shares withheld for vested restricted stock units						(99)			(99)
Common stock issued upon exercise of stock options						762			762
Common stock issued upon exercise of stock options (in shares)					91,550
Common stock issued from preferred stock conversion		$ (2)				2
Common stock issued from preferred stock conversion (in Shares)		(2,273,726)			2,273,726
Unrealized (loss) / gain on short-term investments							(133)		(133)
Net loss								(49,487)	(49,487)
Ending Balance at Sep. 30, 2019		$ 4			$ 5	861,859	239	(507,044)	355,063
Ending Balance (in Shares) at Sep. 30, 2019	194	3,581,119			126,192,990
Adoption of ASU 2018-07			$ 296	$ (296)
Beginning Balance at Dec. 31, 2019		$ 4			$ 5	869,354	220	(570,612)	298,971
Beginning Balance (in Shares) at Dec. 31, 2019	194	3,581,119			126,411,808
Stock-based compensation expense						30,655			30,655
Vesting of restricted shares issued for services (in shares)					13,449
Tax payments related to shares withheld for vested restricted stock units						(283)			(283)
Common stock issued upon exercise of stock options						6,704			6,704
Common stock issued upon exercise of stock options (in shares)					680,561
Unrealized (loss) / gain on short-term investments							(65)		(65)
Common stock sold in public offering, net of offering costs					$ 1	567,042			567,043
Common stock sold in public offering, net of offering costs (in shares)					19,475,806
Net loss								(191,184)	(191,184)
Ending Balance at Sep. 30, 2020		$ 4			$ 6	1,473,472	155	(761,796)	711,841
Ending Balance (in Shares) at Sep. 30, 2020	194	3,581,119			146,581,624
Beginning Balance at Jun. 30, 2020		$ 4			$ 6	1,461,207	317	(703,225)	758,309
Beginning Balance (in Shares) at Jun. 30, 2020	194	3,581,119			146,434,810
Stock-based compensation expense						10,706			10,706
Common stock issued upon exercise of stock options						1,516			1,516
Common stock issued upon exercise of stock options (in shares)					146,814
Unrealized (loss) / gain on short-term investments							(162)		(162)
Common stock sold in public offering, net of offering costs						43			43
Net loss								(58,571)	(58,571)
Ending Balance at Sep. 30, 2020		$ 4			$ 6	$ 1,473,472	$ 155	$ (761,796)	$ 711,841
Ending Balance (in Shares) at Sep. 30, 2020	194	3,581,119			146,581,624

LEASES - Additional information (Details)						1 Months Ended				3 Months Ended		5 Months Ended	6 Months Ended		9 Months Ended
LEASES - Additional information (Details)	Sep. 01, 2020 USD ($)	Aug. 01, 2020 USD ($) ft²	Jun. 19, 2019 USD ($) ft²	May 28, 2019 USD ($) ft² item	Oct. 19, 2018 USD ($) ft²	Jul. 31, 2017 USD ($)	Sep. 30, 2016 USD ($) ft²	Aug. 04, 2016 USD ($) ft²	Dec. 31, 2014 ft²	Sep. 30, 2020 USD ($)	Sep. 30, 2019 USD ($)	Oct. 31, 2020 USD ($)	Jul. 31, 2020 USD ($)	Apr. 30, 2020 USD ($)	Sep. 30, 2020 USD ($)	Jan. 31, 2020 USD ($)	Sep. 30, 2019 USD ($)	Jul. 31, 2019 USD ($)	Jan. 31, 2019 USD ($)	Jun. 30, 2020 USD ($) ft²	Dec. 31, 2019 USD ($)	May 02, 2019 USD ($) ft²	Oct. 31, 2018 ft²	Jul. 31, 2018 USD ($)	Apr. 28, 2017 USD ($) ft²	Apr. 30, 2015 ft²
Option to extend				option to extend
Monthly lease payments										$ 11,514,000					$ 11,514,000
First year										2,201,000					2,201,000
First year										6,642,000					6,642,000
Second year										2,018,000					2,018,000
Lease Expiration Term					30 months
Monthly lease payments					$ 59,000					1,893,000	$ 2,463,000				5,995,000		$ 5,861,000
Operating lease liabilities										10,907,000					10,907,000						$ 11,500,000
Operating lease right-of-use assets										$ 10,682,000					$ 10,682,000						10,695,000
Basis spread on operating lease (as a percent)					3.00%
Weighted average remaining lease term (in years)										1 year 8 months 15 days	1 year 8 months 26 days				1 year 8 months 15 days		1 year 8 months 26 days
Weighted average discount rate (as a percent)										7.50%	7.90%				7.50%		7.90%
Finance lease term for not yet commenced (in years)										20 years					20 years
Philadelphia, Pennsylvania
Operating expenses		$ 6,500
Area of land \| ft²		2,965
Facility leases
Monthly lease payments										$ 2,346,000					$ 2,346,000
First year										388,000					388,000
First year										967,000					967,000
Second year										338,000					338,000
Operating lease liabilities										$ 2,202,000					$ 2,202,000
Facility leases \| Tampa, Florida
Term of contract (in months)									5 years
Option to extend									option to extend
Renewal term (in years)									5 years
Monthly lease payments																				$ 34,500	$ 20,500
Rent expense							$ 20,000
Area of land \| ft²							8,673		5,115											13,139						6,043
Facility leases \| San Carlos, California
Additional space of lease \| ft²			8,110
First year			$ 39,000
First year			$ 40,000
Area of land \| ft²																									11,449
Facility leases \| New York
Operating expenses	$ 4,000											$ 4,000	$ 4,000	$ 4,000		$ 4,000
Rent expense																		$ 4,000
Facility leases \| Office Space \| San Carlos, California
Monthly lease payments								$ 38,000																	$ 26,000
Lease Expiration Term								54 months
Area of land \| ft²			20,432		12,322			8,733															11,449
Facility leases \| Office Space \| New York
Monthly lease payments																								$ 9,000
Operating Leases, Rent Expense, Minimum Rentals						$ 18,000
Rent expense																			$ 7,000
Office lease for first year \| Office Space \| Philadelphia, Pennsylvania
Monthly lease payments																						$ 2,000
Area of land \| ft²																						1,500
Office lease for next three years \| Philadelphia, Pennsylvania
Basis spread on operating lease (as a percent)																						2.50%
Office lease for next three years \| Office Space \| Philadelphia, Pennsylvania
Term of contract (in months)																						3 years
Monthly lease payments																						$ 11,063
Area of land \| ft²																						4,500
Commercial Manufacturing Facility Agreement
Term of contract (in months)				242 months
Renewal term (in years)				359 months
Monthly lease payments				$ 320,000
Number of phases \| item				2
Prior written notice period (in months)				18 months
Minimum annual increase in basis spread on variable rate (as a percent)				2.00%
Maximum annual increase in basis spread on variable rate (as a percent)				75.00%
Operating expenses				$ 53,000
Basis spread on operating lease (as a percent)				2.00%
Commercial Manufacturing Facility Agreement \| Office Space
Area of land \| ft²				136,000
Commercial Manufacturing Facility Agreement for Phase I-A
Term of Phase I-A				160 days
Commercial Manufacturing Facility Agreement for Phase I-A \| Office Space
Area of land \| ft²				66,000
Commercial Manufacturing Facility Agreement for Phase I-B \| Office Space
Area of land \| ft²				70,000

STOCKHOLDERS' EQUITY (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended			9 Months Ended		12 Months Ended
	Jan. 16, 2019	Sep. 30, 2013	Jun. 30, 2020	Oct. 31, 2018	Jan. 31, 2018	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Jun. 10, 2019
Common Stock
Common stock sold in public offering, net of offering costs (in shares)		50,000
Share price (in dollars per share)				$ 9.97	$ 11.50
Stock repurchased (in shares)	32,500						32,500
Proceeds from the issuance of common stock, net			$ 567,000		$ 162,000	$ 567,043
Common stock, par or stated value per share						$ 0.000041666		$ 0.000041666	$ 0.000041666
Common stock, shares authorized						300,000,000		300,000,000	150,000,000
Other Income
Common Stock
Proceeds from cancellation of shares sold							$ 335
Common Stock
Common Stock
Common stock sold in public offering, net of offering costs (in shares)						19,475,806
IPO
Common Stock
Common stock sold in public offering, net of offering costs (in shares)			16,935,484	25,300,000	15,000,000
Share price (in dollars per share)			$ 31.00
Proceeds from the issuance of common stock, net			$ 567,000	$ 236,700
IPO \| Underwriter
Common Stock
Common stock sold in public offering, net of offering costs (in shares)			2,540,322	3,300,000	1,956,521
Proceeds from the issuance of common stock			$ 603,700	$ 252,200	$ 172,500
Underwriter
Common Stock
Common stock, shares authorized									300,000,000
Series A Convertible Preferred Stock
Common Stock
Preferred stock, shares authorized						17,000
Preferred stock, shares outstanding						194		194
Conversion of stock, shares issued						500
Conversion of Stock, shares converted						0	0
Series A Convertible Preferred Stock \| Common Stock
Common Stock
Conversion of Stock, shares converted						97,000		97,000
Series A Convertible Preferred Stock \| Private Placement
Common Stock
Sale of stock, price per share						$ 2.00
Preferred stock, par or stated value per share						$ 1,000
Series B Convertible Preferred Stock
Common Stock
Preferred stock, shares authorized						11,500,000		11,500,000
Preferred stock, par or stated value per share						$ 0.001		$ 0.001
Convertible price per shares						$ 4.75
Preferred stock, shares outstanding						3,581,119		3,581,119
Conversion of stock, shares issued						1
Conversion of Stock, shares converted						0	0
Series B Convertible Preferred Stock \| Common Stock
Common Stock
Conversion of Stock, shares converted						3,581,119		3,581,119
Series B Convertible Preferred Stock \| IPO
Common Stock
Preferred stock, shares authorized						11,500,000
Preferred stock, par or stated value per share						$ 4.75
Blank check
Common Stock
Preferred stock, shares authorized						50,000,000

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

9 Months Ended

Sep. 30, 2020

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

NOTE 3. CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS

Cash equivalents and short-term investments consist of the following (in thousands):


	September 30,		December 31,
	2020		2019

Cash equivalents - Money market funds	$	51,213	$	10,049
Cash equivalents total	$	51,213	$	10,049

Cash equivalents in the tables above exclude cash demand deposits of $17.1 million and $3.9 million as of September 30, 2020 and December 31, 2019, respectively (in thousands).


	September 30,		December 31,
Short-term investments	2020		2019
U.S. treasury securities	$	421,155	$	242,249
U.S. government agency securities		224,683		50,863
Short-term investments total	$	645,838	$	293,112

The cost and fair value of cash equivalents and short-term investments at September 30, 2020 and December 31, 2019 were as follows (in thousands):


					Gross		Gross
			Accretion		Unrealized		Unrealized
As of September 30, 2020	Cost		(Amortization)		Gains		Losses		Fair Value
U.S. treasury securities	$	421,372	$	(322)	$	105	$	—	$	421,155
U.S. government agency securities		224,757		(124)		50		—		224,683
Total	$	646,129	$	(446)	$	155	$	—	$	645,838


					Gross		Gross
					Unrealized		Unrealized
As of December 31, 2019	Cost		Accretion		Gains		Losses		Fair Value
U.S. treasury securities	$	241,709	$	364	$	179	$	(3)	$	242,249
U.S. government agency securities		50,712		107		44		—		50,863
Total	$	292,421	$	471	$	223	$	(3)	$	293,112

Upon adoption of Topic 326 on January 1, 2020, the Company is required to assess and estimate CECL on AFS debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. The credit-related losses are required to be recognized through the statements of operations and non-credit related losses are reported in other comprehensive income. For the three and nine months ended September 30, 2020, no CECL was recognized in the condensed consolidated statement of operations and all unrealized gains and losses are included in accumulated other comprehensive income. All short-term investments held by the Company as of September 30, 2020 and December 31, 2019 have a maturity of less than one year.

STOCK BASED COMPENSATION - Stock Options (Details) - Stock option - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended
	Sep. 30, 2020
Number of Options
Outstanding, beginning balance	9,494,712
Granted	4,531,651
Exercised	(680,561)
Expired/Forfeited	(576,921)
Outstanding, ending balance	12,768,881
Options exercisable, number	6,123,984
Weighted Average Exercise Price
Outstanding, beginning balance	$ 12.00
Granted	26.41
Exercised	9.85
Expired/Forfeited	16.18
Outstanding, ending balance	17.04
Options exercisable, exercise price	$ 11.08
Weighted Average Remaining Contractual Life
Options outstanding, remaining term	7 years 11 months 12 days
Options exercisable, remaining term	6 years 8 months 8 days
Aggregate Intrinsic Value
Outstanding, end of period	$ 203,957
Exercisable	$ 134,353

CLOUD COMPUTING ARRANGEMENTS (Details) $ in Millions	Sep. 30, 2020 USD ($)
ASU 2018-15
Prepaid expenses and long-term assets	$ 0.8

LEGAL PROCEEDINGS (Details)				1 Months Ended		9 Months Ended
LEGAL PROCEEDINGS (Details)	May 12, 2020 USD ($)	Jun. 13, 2017 USD ($) shares	Apr. 08, 2016 USD ($)	Nov. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Sep. 30, 2020 shares
Damages claimed			$ 500,000
Equity Claim	$ 47,420
Twenty Eleven Equity Incentive Plan
Common stock issued upon exercise of stock options (in shares) \| shares						200,000
Steven Fischkoff
Granted \| shares		150,000
Severance pay and retention bonus		$ 300,000
Minimum
Estimate of possible loss			$ 1,500,000
Solomon Capital, LLC
Proceeds from related party debt				$ 200,000	$ 100,000
Debt instrument, convertible, number of equity instruments			1,110
Solomon Capital, LLC \| Commercial Paper
Face amount			$ 200,000

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Additional information (Details) $ in Millions	Sep. 30, 2020 USD ($)
ASU 2018-15
Prepaid expenses and long-term assets	$ 0.8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Cash, Cash equivalents and Restricted Cash (Details) - USD ($)	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019	Dec. 31, 2018
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security deposit for the benefit of the landlord for its commercial manufacturing facility	$ 5,450,000
Security deposit for the benefit of utilities service provider	74,685
Letter of credit	1,000,000
Cash and cash equivalents	68,310,000	$ 13,969,000	$ 38,889,000
Restricted cash (included in non-current assets on the condensed consolidated balance sheets)	5,525,000	5,450,000	5,450,000
Total cash, cash equivalents and restricted cash	73,835,000	$ 19,419,000	$ 44,339,000	$ 82,152,000
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security deposit	$ 1,450,000

LICENSES AND AGREEMENTS (Details) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended			9 Months Ended		12 Months Ended	15 Months Ended	21 Months Ended
LICENSES AND AGREEMENTS (Details) - USD ($) $ in Thousands	Apr. 17, 2017	Nov. 30, 2016	Aug. 31, 2011	Sep. 30, 2020	Mar. 31, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2018	Sep. 30, 2020	Sep. 30, 2020	May 31, 2017
Research and development expenses				$ 43,050		$ 41,582	$ 149,276	$ 111,785
Research and Development Arrangement
Research and development arrangement, contract to perform for others, costs incurred, gross						700
Prepaid expense, current												$ 1,400
Research Collaboration And Clinical Grant Agreement
Research and development expenses				100		200	500	700
Research Collaboration And Clinical Grant Agreements With Moffitt
Research and development expenses				300			500	2,300
Maximum \| Research and Development Arrangement
Research and development arrangement, contract to perform for others, costs incurred, gross	$ 14,200
National Cancer Institute
Research and development expenses							$ 500
Moffitt License Agreement
Agreement term							20 years
Novartis Pharma AG - License Agreement [Member]
Research and development expenses					$ 10,000		$ 10,000
Cooperative Research and Development Agreement
Agreement term			5 years
Research and development expenses										$ 500	$ 1,500
WuXi Apptech, Inc - Manufacturing and Services Agreement
Research and development expenses				2,800		$ 9,200	16,200	$ 20,000
WuXi Apptech, Inc - Manufacturing and Services Agreement \| Manufacturing Suites
Manufacturing and services agreement, amount payable		$ 600
WuXi Apptech, Inc - Manufacturing and Services Agreement \| Commercial Manufacturing cGMP Suite
Manufacturing and services agreement, amount payable		$ 2,700
Moffitt License Agreement Two
Research and development expenses										10	20
Payments for upfront licensing fee									$ 100
Additional milestone payable				400			400			$ 400	$ 400
Moffitt License Agreement One
Payments for upfront licensing fee							100
Cellectis S.A
Research and development expenses				$ 100			$ 300

LEASES - components of lease expenses (Details) - USD ($)		3 Months Ended		9 Months Ended
	Oct. 19, 2018	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
LEASES
Operating lease cost		$ 1,652,000	$ 2,214,000	$ 5,361,000	$ 5,489,000
Variable lease cost		1,702,000	1,967,000	4,333,000	3,908,000
Short-term lease cost		26,000	14,000	57,000	51,000
Total lease cost		3,380,000	4,195,000	9,751,000	9,448,000
Cash paid for amounts included in the measurement of lease liabilities included in Operating cashflows	$ 59,000	1,893,000	2,463,000	5,995,000	5,861,000
Increase in right-of-use assets from the adoption of Topic 842					10,380,000
Right-of-use assets obtained from entering new leases		4,667,000	3,426,000	4,667,000	4,092,000
Increase in right-of-use assets from lease modifications		$ 206,000	$ 1,056,000	$ 534,000	$ 4,698,000
Weighted-average remaining lease terms (years)		1 year 8 months 15 days	1 year 8 months 26 days	1 year 8 months 15 days	1 year 8 months 26 days
Weighted-average discount rates		7.50%	7.90%	7.50%	7.90%

RELATED PARTY TRANSACTIONS - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands			3 Months Ended		9 Months Ended
	Sep. 14, 2017	Sep. 14, 2017	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019	Jan. 01, 2019
Term of consulting agreement (in years)		3 years
Terms of award	The granted stock options vest in 12 quarterly installments (with 1/12th of the option shares having vested on the date of grant).
Stock-based compensation expense					$ 30,655	$ 18,870
Retained earnings			$ (761,796)		(761,796)		$ (570,612)	$ 300
Consulting Agreement
Stock-based compensation expense			$ 0	$ 100	$ 200	$ 300
Board of Directors Chairman
Shares authorized	150,000	150,000
Granted	$ 7.30

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS - Cost and fair value (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Cost	$ 646,129	$ 292,421
Accretion (Amortization)	(446)	471
Gross Unrealized Gains	155	223
Gross Unrealized Losses		(3)
Fair Value	645,838	293,112
US treasury securities
Cost	421,372	241,709
Accretion (Amortization)	(322)	364
Gross Unrealized Gains	105	179
Gross Unrealized Losses		(3)
Fair Value	421,155	242,249
US government agency securities
Cost	224,757	50,712
Accretion (Amortization)	(124)	107
Gross Unrealized Gains	50	44
Fair Value	$ 224,683	$ 50,863

STOCK BASED COMPENSATION - Assumptions (Details)	9 Months Ended
STOCK BASED COMPENSATION - Assumptions (Details)	Sep. 30, 2020	Sep. 30, 2019
Expected dividend yield	0.00%	0.00%
Minimum
Expected term (years)	5 years 2 months 4 days	6 years 21 days
Expected volatility	69.99%	70.78%
Risk-free interest rate	0.29%	1.87%
Maximum
Expected term (years)	6 years 2 months 8 days	6 years 29 days
Expected volatility	70.96%	71.62%
Risk-free interest rate	1.83%	2.59%

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS - Short-term investments (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Short-term Investments	$ 645,838	$ 293,112
US treasury securities
Short-term Investments	421,155	242,249
US government agency securities
Short-term Investments	$ 224,683	$ 50,863

LEASES - maturities of the Company's operating lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
2020	$ 2,201
2020	6,642
2021	2,018
2022	265
2023	273
Thereafter	115
Total lease payments	11,514
Less: Present value adjustment	(607)
Operating lease liabilities	10,907	$ 11,500
Facility leases
2020	388
2020	967
2021	338
2022	265
2023	273
Thereafter	115
Total lease payments	2,346
Less: Present value adjustment	(144)
Operating lease liabilities	2,202
CMO embedded leases
2020	1,813
2020	5,675
2021	1,680
Total lease payments	9,168
Less: Present value adjustment	(463)
Operating lease liabilities	$ 8,705

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Loss per share (Details) - shares	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Antidilutive securities excluded from calculation of net loss per share	16,447,000	13,207,212
Stock option
Antidilutive securities excluded from calculation of net loss per share	12,768,881	9,494,722
Restricted stock units
Antidilutive securities excluded from calculation of net loss per share		34,371
Series A Convertible Preferred Stock
Antidilutive securities excluded from calculation of net loss per share	97,000	97,000
Series B Convertible Preferred Stock
Antidilutive securities excluded from calculation of net loss per share	3,581,119	3,581,119

CASH EQUIVALENTS AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
Cash equivalents total	$ 51,213	$ 10,049
Money Market Funds
Cash equivalents total	51,213	10,049
Demand Deposits
Cash equivalents total	$ 17,100	$ 3,900

LEASES - Company's right-of-use asset and lease liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2020	Dec. 31, 2019
LEASES
Operating lease right-of-use assets	$ 10,682	$ 10,695
Operating lease liabilities
Current portion included in current liabilities	7,196	7,252
Long-term portion included in non-current liabilities	3,711	4,248
Total Operating lease liabilities	$ 10,907	$ 11,500