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Item 1.01.
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Entry Into a Material Definitive Agreement.
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On February 8, 2021,
Iovance Biotherapeutics, Inc. (the “Company”) entered into an Open Market Sale Agreement (the “Sales
Agreement”) with Jefferies LLC (“Jefferies”) with respect to an “at the market” offering
program, under which the Company may, from time to time in its sole discretion, issue and sell through Jefferies, acting as sales
agent, up to $350.0 million of shares of the Company’s common stock, par value $0.000041666 per share (the “Common
Shares”). The issuance and sale, if any, of the Common Shares by the Company under the Sales Agreement will be made pursuant
to a prospectus supplement, dated February 8, 2020, to the Company’s registration statement on Form S-3ASR, originally
filed with the Securities and Exchange Commission on May 27, 2020, which became effective immediately upon filing.
Pursuant to the Sales
Agreement, Jefferies may sell the Common Shares by any method permitted by law deemed to be an “at the market” offering
as defined in Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”). Jefferies will use
commercially reasonable efforts consistent with its normal trading and sales practices to sell the Common Shares from time to time,
based upon instructions from the Company (including any price or size limits or other customary parameters or conditions the Company
may impose).
The Company will pay
Jefferies a commission of up to 3.0% of the gross sales proceeds of any Common Shares sold through Jefferies under the Sales Agreement.
The Company is not
obligated to make any sales of Common Shares under the Sales Agreement. The offering of Common Shares pursuant to the Sales Agreement
will terminate upon the earlier to occur of (i) the issuance and sale, through Jefferies, of all Common Shares subject to the Sales
Agreement and (ii) termination of the Sales Agreement in accordance with its terms.
The Sales Agreement
contains representations, warranties and covenants that are customary for transactions of this type. In addition, the Company has
agreed to indemnify Jefferies against certain liabilities, including liabilities under the Securities Act and the Securities Exchange
Act of 1934, as amended.
The foregoing description
of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a
copy of which is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The legal opinion of
DLA Piper LLP (US) as to the legality of the Common Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report
on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall
there be any offer, solicitation or sale of the securities in any jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.