UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Item 8.01. | Other Events. |
As previously disclosed, on December 11, 2020, a purported stockholder derivative complaint (the “Derivative Action”) was filed by plaintiff Leo Shumacher against Iovance Biotherapeutics, Inc. (the “Company”), as nominal defendant, and certain of its current officers and directors, as defendants, in the Court of Chancery in the State of Delaware. On June 15, 2022, the parties agreed to a proposed settlement, set forth in a Stipulation of Compromise and Settlement (the “Stipulation”), which was submitted to the Court for approval. The Stipulation calls for the Company to adopt certain governance changes and for the Company to pay to plaintiff’s counsel $400,000 for certain legal fees and expenses.
On August 26, 2022, the Court entered a Scheduling Order setting a hearing to determine whether final approval will be given to the settlement. The hearing has been set for November 17, 2022 at 3:15 p.m. in the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801. As required by the Scheduling Order, the Company is filing the Notice of Pendency of Settlement of Action (the “Notice”) with this Current Report on Form 8-K, a copy of which is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Notice of Pendency of Settlement of Action, dated August 31, 2022. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: September 12, 2022 | IOVANCE BIOTHERAPEUTICS, INC. | |
| By: | /s/ Frederick G. Vogt | |
| Frederick G. Vogt, Interim CEO & General Counsel | ||
Exhibit 99.1
