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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
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Appointment of Chief Operating Officer
Effective on March 15, 2021 (the “Effective
Date”), Iovance Biotherapeutics, Inc. (the “Company”) entered into an Executive Employment Agreement with Igor
Bilinsky, Ph.D. (the “Agreement”), pursuant to which Dr. Bilinsky shall be appointed as the new Chief Operating Officer
of the Company.
Under the Agreement, the Company agreed
to pay Dr. Bilinsky an annual base salary of $450,000. In addition, the Company agreed to grant Dr. Bilinsky an option (the “Option”)
to purchase up to an aggregate of 150,000 shares of the Company’s common stock. The Option will be granted on the Effective
Date, with a ten-year term, and an exercise price equal to the closing trading price of the Company’s common stock on the
Effective Date. Provided that Dr. Bilinsky is still employed with the Company on the following dates, the Option will vest in installments
as follows: (i) options for the purchase of one-third of the 150,000 shares shall vest on the one-year anniversary of the Effective
Date; and (ii) the remaining options shall vest as to one-twelfth of 150,000 shares at the end of each quarter over the next two
years, commencing with the first quarter following the first anniversary of the Effective Date. Upon the termination of Executive’s
employment with the Company, except as otherwise provided in the Agreement, the unvested Options will be forfeited and returned
to the Company.
Dr. Bilinsky will be eligible to participate
in the Company’s annual cash bonus program applicable to executive employees, as approved annually by the Board of Directors.
The maximum potential amount payable to Dr. Bilinsky under the bonus plan, if earned, will be 40% of his base salary earned during
the applicable calendar year. Compensation under the bonus plan will be conditioned on the satisfaction of individual and corporate
objectives, as established in writing by the Company, and on the condition that Dr. Bilinsky is still employed by the Company on
the payment date of the bonus compensation.
Dr. Bilinsky’s employment with the
Company will be “at-will” and will not be for any specific period of time. If the Company terminates Dr. Bilinsky without
cause, Dr. Bilinsky will receive (i) his base salary through the date of termination; (ii) a severance payment equal to six months
of his then base salary, provided he satisfies the severance conditions set forth in the Agreement; and (iii) any benefits required
to be paid in accordance with applicable benefit plans through the date of termination. Dr. Bilinsky will also be entitled to certain
severance payments if he is terminated without cause in connection with a “change of control” (as defined in the Agreement)
of the Company.
Dr. Bilinsky, 48, served as Chief Business
Officer of Oncternal Therapeutics, Inc., from September 2019 to March 2021. From January 2017 to January 2019, Dr. Bilinsky served
as Chief Operating Officer of AmpliPhi Biosciences, Inc., a biotechnology company developing targeted therapies for patients with
life-threatening bacterial infections. From September 2015 to January 2017, he was General Manager, Immuno-Oncology, and Senior
Vice President, Special Operations and Research Operations, at Ignyta, Inc., a biotechnology company focused on precision medicine
in oncology that was acquired by Roche. From October 2010 to September 2015, Dr. Bilinsky was Senior Vice President, Corporate
Development at Vical, Inc. From 2007 to 2010 he was Vice President, Business Development and Special Operations at Halozyme Therapeutics,
Inc., and from 2005 to 2007 he was Chief Executive Officer of Androclus Therapeutics, Inc. Dr. Bilinsky was previously a principal
in the healthcare practice of Boston Consulting Group, Inc., where he advised companies in the biotechnology and pharmaceutical
industries on business strategy, operational performance and mergers and acquisitions. Dr. Bilinsky received his B.S. in physics
from the Moscow Institute of Physics and Technology and his Ph.D. in physics from the Massachusetts Institute of Technology.
There are no arrangements or understandings
between Dr. Bilinsky and any other persons pursuant to which he was chosen as an officer of the Company. There are no family relationships
between Dr. Bilinsky 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. Bilinsky 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. The Agreement with Dr. Bilinsky will be filed with a subsequent
Exchange Act filing by the Company.