UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): June 27, 2017
IOVANCE BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | ||
| (State of Incorporation) | ||
| 000-53127 | 75-3254381 | |
| Commission File Number | (I.R.S. Employer Identification No.) | |
| 999 Skyway Road, Suite 150 | ||
| San Carlos, California | 94070 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| (650) 260-7120 | ||
| (Registrant’s Telephone Number, Including Area Code) | ||
Lion Biotechnologies, Inc.
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 27, 2017, Lion Biotechnologies, Inc. (the “Company”) changed its corporate name to “Iovance Biotherapeutics, Inc.” by filing an Amendment to the Company’s Certificate of Incorporation with the Secretary of State of the State of Delaware (the “Name Change”). The amendment was effected pursuant to Section 242 of the Delaware General Corporation Law, which permits such amendments to be adopted by a corporation’s board of directors without stockholder approval. A copy of the Amendment to the Certificate of Incorporation of the Company is attached hereto as Exhibit 3.1.
On June 27, 2017, the Company also amended its Bylaws to change all references from “Lion Biotechnologies, Inc.” to “Iovance Biotherapeutics, Inc.” A copy of the Amendment to the Bylaws of the Company is attached hereto as Exhibit 3.2.
| Item 7.01 | Regulation FD Disclosure |
On June 27, 2017, the Company issued a press release announcing the Name Change. A copy of that press release is furnished as Exhibit 99.1 and is incorporated by reference herein.
The information furnished under this Item 7.01, including the accompanying Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.
| Item 8.01 | Other Events |
Effective at the open of the market on June 28, 2017, the Company’s trading symbol for its shares of common stock on the Nasdaq Global Market will change from “LBIO” to “IOVA”. In connection with the Name Change, a new CUSIP number was assigned to the Company’s common stock, which new number is 462260100. Holders of stock certificates bearing the prior corporate name need not take any action at this time to change the stock certificates to reflect the new corporate name.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of Iovance Biotherapeutics, Inc., as filed with the Secretary of State of the State of Delaware on June 27, 2017. | |
| 3.2 | Amendment to the Bylaws of Iovance Biotherapeutics, Inc. | |
| 99.1 | Press Release dated June 27, 2017 |
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: June 27, 2017 | IOVANCE BIOTHERAPEUTICS, INC. | ||
| By: | /s/ MARIA FARDIS | ||
| Maria Fardis, Chief Executive Officer | |||
Exhibit 3.1
CERTIFICATE OF AMENDMENT OF
CERTIFICATE OF INCORPORATION OF
LION BIOTECHNOLOGIES, INC.
Lion Biotechnologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation filed with the Secretary of State of the State of Delaware on June 1, 2017 (the “Certificate of Incorporation”).
2. Article I of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
ARTICLE I
The name of the Corporation is Iovance Biotherapeutics, Inc. (the “Corporation”).
3. This amendment was duly adopted in accordance with the provisions of Section 242(b) of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by a duly authorized officer on this 27th day of June, 2017.
| Dated: June 27th, 2017 | By: | /s/ Maria Fardis | |
| Name: Maria Fardis | |||
| Title: President and Chief Executive Officer |
Exhibit 3.2
AMENDMENT TO THE BYLAWS
OF
LION BIOTECHNOLOGIES, INC.
Effective June 27, 2017, the Bylaws of Lion Biotechnologies, Inc. (the “Corporation”) are amended to reflect the change of name of the Corporation to “Iovance Biotherapeutics, Inc.”, and all references in the Bylaws to “Lion Biotechnologies, Inc.” are changed to mean and refer to “Iovance Biotherapeutics, Inc.”
Except for the change in the name of the Corporation as described above, the Bylaws shall remain in full force and effect.
Pursuant to Article X, the foregoing amendment was duly adopted by the Board of Directors of the Corporation.
| Attest: | ||
| /s/ Franco Valle | ||
| Franco Valle, Assistant Secretary |
Exhibit 99.1
Lion Biotechnologies, Inc. Changes Name to Iovance Biotherapeutics, Inc.
Name change reflects company’s focus in advancing the field of immuno-oncology
Company to trade on NASDAQ under ticker IOVA at market open on June 28, 2017
SAN CARLOS, CA – June 27, 2017 -- Iovance Biotherapeutics, Inc. (NASDAQ: IOVA), a biotechnology company developing novel cancer immunotherapies based on tumor-infiltrating lymphocyte (TIL) technology, today announced that it changed its corporate name from Lion Biotechnologies, Inc. to Iovance Biotherapeutics, Inc. The company’s new NASDAQ ticker symbol “IOVA” will be effective at the open of the market on June 28, 2017. The former ticker symbol “LBIO” will remain effective through the market close today, June 27, 2017. The new website for Iovance Biotherapeutics is www.iovance.com.
“Our new name better represents our leadership in the field of immuno-oncology and reflects the strong progress we have made since we laid out our revised business plan last year. Our robust pipeline based on our TIL technology, partnerships with leading institutions and strides in manufacturing demonstrates our commitment to rapidly developing therapies that will change the lives of patients with solid tumors,” said Dr. Maria Fardis, PhD, MBA, Chief Executive Officer of Iovance Biotherapeutics.
As the company prepares to expand its clinical trials into Europe, with a planned submission to European health authorities in the second half of 2017, this name change allows the company the opportunity to develop a strong and unique global brand that reflects the recent advancements in evaluating TIL therapy in new indications.
About Iovance Biotherapeutics, Inc. (formerly Lion Biotechnologies, Inc.)
Iovance Biotherapeutics, Inc. is a clinical-stage biotechnology company focused on the development of cancer immunotherapy products for the treatment of various cancers. The Company's lead product candidate is an adoptive cell therapy using tumor-infiltrating lymphocyte (TIL) technology being investigated for the treatment of patients with refractory metastatic melanoma, metastatic squamous cell carcinoma of the head and neck and metastatic cervical carcinoma. For more information, please visit http://www.iovance.com.
Forward-Looking Statements
Certain matters discussed in this press release are “forward-looking statements”. We may, in some cases, use terms such as “predicts,” “believes,” “potential,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. In particular, the Company’s statements regarding trends and potential future results are examples of such forward-looking statements. The forward-looking statements include risks and uncertainties, including, but not limited to, the success, timing and cost of our ongoing clinical trials and anticipated clinical trials for our current product candidates, including statements regarding the timing of initiation and completion of the trials; the timing of and our ability to obtain and maintain U.S. Food and Drug Administration or other regulatory authority approval of, or other action with respect to, our product candidates; the Company’s ability to successfully defend its intellectual property or obtain the necessary licenses at a cost acceptable to the Company, if at all; the successful implementation of the Company’s research and development programs and collaborations; the success of the Company’s license agreements; the acceptance by the market of the Company’s product candidates, if approved; and other factors, including general economic conditions and regulatory developments, not within the Company’s control. The factors discussed herein could cause actual results and developments to be materially different from those expressed in or implied by such statements. A further list and description of the Company’s risks, uncertainties and other factors can be found in the Company’s most recent Annual Report on Form 10-K and the Company's subsequent filings with the Securities and Exchange Commission. Copies of these filings are available online at www.sec.gov or www.iovance.com. The forward-looking statements are made only as of the date of this press release and the Company undertakes no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstance.
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