Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
January 09 2018 - 6:12AM
Edgar (US Regulatory)
Prospectus Supplement No. 1
(To Prospectus Dated July 31, 2017)
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-212373
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IOVANCE BIOTHERAPEUTICS, INC.
Common Stock
This Prospectus Supplement supplements,
and should be read in conjunction with, our Prospectus included in Post-Effective Amendment No. 1 to Registration Statement on
Form S-3 (Registration No. 333-212373) dated July 31, 2017 (the “
Prospectus
”). This Prospectus Supplement must
be delivered with the Prospectus.
The information in the Prospectus in the
section titled “Selling Stockholders” is amended by this Prospectus Supplement to reflect the transfer by OrbiMed Partners
II, L.P. of 877,700 shares of our restricted common stock and 1,030,726 uncertificated shares of our restricted Series B Convertible
Preferred Stock to OrbiMed Partners Master Fund Limited.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this Prospectus Supplement. Any representation to the contrary is a criminal offense.
The date of this Prospectus
Supplement is January 9, 2018.
SELLING
STOCKHOLDERS
SUPPLEMENTAL INFORMATION
The table beginning on page 6 of the Prospectus
in the section titled “Selling Stockholders” is amended as follows.
The table is hereby revised to reflect the
following transfers: (i) OrbiMed Partners II, L.P. transferred 877,700 shares of our restricted common stock to OrbiMed Partners
Master Fund Limited; and (ii) OrbiMed Partners II, L.P. transferred 1,030,726 uncertificated shares of our restricted Series B
Convertible Preferred Stock to OrbiMed Partners Master Fund Limited. The beneficial ownership information for the selling stockholder
listed below is as of January 9, 2018.
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Beneficial Ownership
Before Offering
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Number of Shares
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Beneficial Ownership
After Offering
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Selling Stockholder
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Number of Shares
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Percent
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Being Offered
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Number of Shares
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Percent
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OrbiMed Partners Master Fund Limited
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4,210,526(2)(3)
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5.80%
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4,210,526
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0
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-
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(2)
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Shares of the Company are held by OrbiMed Partners Master Fund Limited (“OP Master”). OrbiMed Capital LLC (“Capital”) is the investment adviser for OP Master. Samuel D. Isaly (“Isaly”) is the managing member of, and owns a controlling interest in, Capital. Each of Capital and Isaly disclaims beneficial ownership of the shares held by OP Master, except to the extent of its or his pecuniary interest therein, if any.
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(3)
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Includes 2,273,726 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock.
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