UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(D)
of the Securities Exchange Act of 1934
January 29, 2018
Date of report (Date of earliest event reported)
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Iovance Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
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| Delaware | 001-36860 | 75-3254381 |
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
|
999 Skyway Road, Suite 150 San Carlos, California (Address of principal executive offices) |
94070 (Zip Code) |
Registrant's telephone number, including area code (650) 260-7120
(Former name or former address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On January 29, 2018, Iovance Biotherapeutics, Inc. (the “Company”) issued a press release announcing the closing of the sale of an aggregate of 15,000,000 shares of its common stock, $0.000041666 par value per share, in its previously disclosed public offering, including 1,956,521 shares issued pursuant to the exercise of the option granted to the underwriter, at a public offering price of $11.50 per share before underwriting discounts and commissions. The total net proceeds to the Company from the offering, including the exercise of the option by the underwriter, are expected to be approximately $161.7 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
Neither the disclosure on this Current Report on Form 8-K nor the attached press release shall constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, all of which are subject to risks and uncertainties. Forward-looking statements can be identified by the use of words such as “expects,” “plans,” “will,” “projects,” “intends,” “estimates,” and other words of similar meaning. Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Readers should carefully consider any such statement and should understand that many factors could cause actual results to differ from these forward-looking statements. These factors may include inaccurate assumptions and a broad variety of other risks and uncertainties, including some that are known and some that are not. No forward-looking statement can be guaranteed, and actual future results may vary materially. Except as required by law, the Company does not assume any obligation to update any forward-looking statement.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press Release dated January 29, 2018. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Iovance Biotherapeutics, Inc. | ||
| Dated: January 29, 2018 | By: | /s/ Maria Fardis |
| Name: Maria Fardis | ||
| Title: Chief Executive Officer | ||
Exhibit 99.1
Iovance Biotherapeutics, Inc. Announces Closing of $172.5 Million Common Stock Public Offering
SAN CARLOS, CA, January 29, 2018 -- Iovance Biotherapeutics, Inc. (Nasdaq:IOVA), a biotechnology company developing novel cancer immunotherapies based on tumor-infiltrating lymphocyte (TIL) technology, today announced the closing of an underwritten public offering of 15,000,000 shares of its common stock at a public offering price of $11.50 per share. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by Iovance, are approximately $172.5 million. The shares of common stock issued and sold in the offering include 1,956,521 shares issued upon the exercise in full by the underwriter of their option to purchase additional shares at the public offering price, less the underwriting discount.
Iovance intends to use the proceeds from this offering to fund its ongoing clinical trials for its current product candidates, including its ongoing Phase 2 clinical trials of LN-144, TIL for treatment of metastatic melanoma, and LN-145, TIL for the treatment of cervical and head and neck cancers, to fund its planned clinical trials for its current product candidates, including a planned Phase 2 clinical trial of LN-145 for the treatment of non-small cell lung cancer (NSCLC), in collaboration with MedImmune, as well as the NSCLC study in collaboration with the H. Lee Moffitt Cancer Center and Research Institute, to fund its planned clinical trials in multiple solid tumor cancers with The University of Texas M.D. Anderson Cancer Center, to fund additional clinical trials to move TIL therapy to an earlier line of treatment, to fund activities related to commercial scale-up of Iovance’s third party manufacturing operations and for working capital and other general corporate purposes.
Jefferies LLC acted as sole book-running manager for the offering.
The shares of common stock described above were offered by Iovance pursuant to its shelf registration statement on Form S-3 previously filed and declared effective by the Securities and Exchange Commission (the SEC). A preliminary prospectus supplement relating to this offering was filed with the SEC on January 24, 2018. A final prospectus supplement relating to the offering was filed with the SEC on January 25, 2018. Copies of the final prospectus supplement and the accompanying prospectus may be obtained by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor New York, New York, 10022, by telephone at (877) 821-7388, or by email at Prospectus_Department@Jefferies.com.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Iovance
Biotherapeutics, Inc.
Iovance Biotherapeutics, Inc. (the Company) is a clinical-stage biotechnology company focused on the development of cancer
immunotherapy products for the treatment of various cancers. The Company's lead product candidate is an adoptive cell therapy using
TIL technology being investigated for the treatment of patients with metastatic melanoma, recurrent and/or metastatic squamous
cell carcinoma of the head and neck and recurrent and metastatic or persistent cervical cancer.
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 its expectations with
respect to its public offering are examples of such forward-looking statements. The forward-looking statements include
risks and uncertainties, including, but not limited to, the uncertainties related to market conditions; 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 strength of the Company's product pipeline; the successful implementation of the
Company's research and development programs and collaborations; the success of the Company's license or development 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.
Investor Relations
Contact:
Sarah McCabe
Stern Investor Relations, Inc.
212-362-1200
sarah@sternir.com
Media Relations Contact:
Evan Smith
FTI Consulting
212-850-5622
evan.smith@fticonsulting.com