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): February 26, 2018
IOVANCE BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware |
| (State of Incorporation) |
| 001-36860 | 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) |
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 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 26, 2018, Iovance Biotherapeutics, Inc. (the “Company”) was informed by Jay Venkatesan, M.D., a member of the Company’s Board of Directors (the “Board”), that he has resigned as a director of the Company, effective March 1, 2018. Dr. Venkatesan has advised the Company that he is resigning because of personal and professional commitments, and not because of a disagreement with the Company on any matter regarding its operations, policies or practices.
Separately, on March 1, 2018, the Board appointed Michael Weiser, M.D., Ph.D., as a director and new member of the Board, effective March 15, 2018. Upon joining the Board, Dr. Weiser will also become a member of the Board’s nominating and governance committee and audit committee, and will become the chair of the Board’s compensation committee.
Dr. Weiser is the founder and is currently the co-CEO of Actin Biomed LLC, a healthcare investment firm focused on the discovery and development of novel treatments for unmet medical needs. Prior to joining Actin Biomed, Dr. Weiser was the Director of Research at Paramount BioCapital, Inc., a pharmaceutical development and healthcare investment firm. Dr. Weiser currently serves on the board of directors of Ziopharm Oncology, Inc., a publicly traded biopharmaceutical company focused on immunotherapies in oncology, and on the board of directors of Emisphere Technologies, Inc., a pharmaceutical and drug delivery company. Dr. Weiser formerly served as the chairman of the board of directors of Chelsea Therapeutics International, Ltd., a development stage pharmaceutical company that was acquired by H. Lundbeck A/S in 2014. Dr. Weiser holds a B.A. in Psychology from the University of Vermont, received his M.D. from New York University School of Medicine and completed his Ph.D. in Molecular Neurobiology at Cornell University Medical College.
There are no arrangements or understandings between Dr. Weiser and any other persons pursuant to which he was chosen as an officer of the Company. There are no family relationships between Dr. Weiser and any of the Company’s directors, executive officers, or persons nominated or chosen by the Company to become a director or executive officer. Dr. Weiser is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
| Item 8.01. | Other Events. |
On March 1, 2018, the Company issued a press release announcing the appointment of Michael Weiser, M.D., Ph.D., as a director. The full text of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press release dated March 1, 2018. |
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: March 1, 2018 | IOVANCE BIOTHERAPEUTICS, INC. | |
| By: | /s/ MARIA FARDIS | |
| Maria Fardis, Chief Executive Officer | ||
Exhibit 99.1
Iovance Biotherapeutics Appoints Michael Weiser, M.D., Ph.D., to its Board of Directors
Industry Veteran Brings Significant Clinical, Commercial, and Business Experience
SAN CARLOS, CA – March 1, 2018 – Iovance Biotherapeutics, Inc. (NASDAQ: IOVA), a biotechnology company developing novel cancer immunotherapies based on tumor-infiltrating lymphocyte (TIL) technology, today announced the appointment of Michael Weiser, M.D., Ph.D., to Iovance’s Board of Directors, effective March 15, 2018. Dr. Weiser will serve as the chair of Iovance’s Compensation Committee and will serve on Iovance’s Nominating & Governance and Audit Committees.
“We are very pleased to welcome Michael to our Board of Directors,” said Maria Fardis, Ph.D., M.B.A., President and Chief Executive Officer of Iovance. “Michael’s significant clinical, business, and commercial background, including his expertise in leading clinical phase companies in the field of oncology, will be invaluable to us. We look forward to leveraging his experience as we continue to advance our clinical TIL programs towards commercialization.”
Dr. Weiser is the founder and currently the co-CEO of Actin Biomed LLC, a healthcare investment firm focused on the discovery and development of novel treatments for unmet medical needs. Prior to joining Actin Biomed, Dr. Weiser was the Director of Research at Paramount BioCapital, a pharmaceutical development and healthcare investment firm. Dr. Weiser currently serves on the board of directors of Ziopharm Oncology, Inc., a publicly traded biopharmaceutical company focused on immunotherapies in oncology, and on the board of directors of Emisphere Technologies, Inc., a pharmaceutical and drug delivery company. Dr. Weiser formerly served as the chairman of the board of directors of Chelsea Therapeutics International, Ltd., a development stage pharmaceutical company that was acquired by H. Lundbeck A/S in 2014. Dr. Weiser holds a B.A. in Psychology from the University of Vermont, received his M.D. from New York University School of Medicine, and completed his Ph.D. in Molecular Neurobiology at Cornell University Medical College.
Separately, Iovance also announced that Jay Venkatesan, M.D., who has served as a member of Iovance’s Board of Directors since September 3, 2013, has stepped down from his role as a director of Iovance effective March 1, 2018, in order to devote his full time and efforts to his other commitments.
“We are sincerely grateful for Jay’s extraordinary service to Iovance over the past five years,” stated Dr. Fardis. “His leadership and guidance have been instrumental in the significant progress we have made in both the development of TIL therapies and the growth of our company. We wish him continued success in his future endeavors.”
About
Iovance Biotherapeutics, Inc.
Iovance Biotherapeutics, Inc. (the Company) is a clinical-stage biotechnology company focused on the development of cancer
immunotherapy products for the treatment of various cancers. The Company's lead product candidate is an adoptive cell therapy using
TIL technology being investigated for the treatment of patients with metastatic melanoma, recurrent and/or metastatic squamous
cell carcinoma of the head and neck, recurrent, metastatic or persistent cervical cancer, and locally advanced or metastatic non-small
cell lung cancer. For more information, please visit http://www.iovance.com.
Forward Looking Statements
Certain matters discussed in this press release are “forward-looking statements”. The Company may, in some cases, use terms such as “predicts,” “believes,” “potential,” “continue,” “estimates,” “anticipates,” “expects,” “plans,” “intends,” “may,” “could,” “might,” “will,” “should” or other words that convey uncertainty of future events or outcomes to identify these forward-looking statements. 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, 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 Contact:
Evan Smith
FTI Consulting
212-850-5622
evan.smith@fticonsulting.com