On May 28, 2020, Iovance Biotherapeutics,
Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Jefferies
LLC, Goldman Sachs & Co. LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein
(the “Underwriters”), relating to the issuance and sale in a public offering of 16,935,484 shares (the “Shares”)
of the Company’s common stock to the Underwriters (the “Offering”). The Shares were sold at a price to the public
of $31.00 per Share and were purchased by the Underwriters from the Company at a price of $29.14 per Share. The Company also granted
the Underwriters a 30-day option to purchase up to 2,540,322 additional Shares of its common stock at the public offering price,
less underwriting discounts and commissions. The net proceeds to the Company from the Offering, excluding any exercise by the Underwriters
of their 30-day option to purchase additional shares, are expected to be approximately $493.0 million after deducting the underwriting
discounts and commissions and estimated offering expenses payable by the Company. The offering is expected to close on or about
June 2, 2020, subject to the satisfaction of customary closing conditions.
The Underwriting Agreement contains customary
representations, warranties, covenants and agreements by the Company, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions.
The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement
and as of specific dates, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations
agreed upon by the contracting parties.
The Offering is being made pursuant to the
Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-238724) and an accompanying prospectus,
that became automatically effective on May 27, 2020 when filed by the Company with the Securities and Exchange Commission, and
a preliminary and final prospectus supplement thereunder. The Underwriting Agreement is attached as Exhibit 1.1 hereto, and the
description of the terms of the Underwriting Agreement is qualified in its entirety by reference to such exhibit. A copy of the
opinion of DLA Piper LLP (US) relating to the legality of the issuance and sale of the shares in the Offering is attached as Exhibit
5.1 hereto.
On May 27, 2020, the Company issued a press
release announcing that it had commenced the Offering. On May 28, 2020, the Company issued a press release announcing the pricing
of the Offering. Copies of these press releases are attached as Exhibits 99.1 and 99.2 hereto, respectively.
Neither the disclosures
on this Current Report on Form 8-K nor the attached press releases 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. These forward-looking statements include statements regarding the
completion of the Offering and the expected net proceeds therefrom. 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 risks associated with market conditions and the satisfaction of customary closing conditions
related to the Offering, as well as risks and uncertainties inherent in the Company’s business, 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.