Current Report Filing (8-k)
April 26 2021 - 6:02AM
Edgar (US Regulatory)
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12/31
0001425205
2021-04-20
2021-04-20
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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): April 20, 2021
IOVANCE BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in
Charter)
Delaware
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(State of Incorporation)
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001-36860
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75-3254381
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Commission File Number
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(I.R.S. Employer Identification No.)
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999 Skyway Road, Suite 150
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San Carlos, California
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94070
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(Address of Principal Executive Offices)
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(Zip Code)
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(650) 260-7120
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(Registrant’s Telephone Number, Including Area Code)
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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:
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
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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. ¨
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which
registered
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Common
stock, par value $0.000041666 per value
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IOVA
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The Nasdaq Stock Market, LLC
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On April 20, 2021, the Board of Directors (the
“Board”) of Iovance Biotherapeutics, Inc. (the “Company”) approved the Second Amended and Restated Bylaws of the
Company, which amend and restate the Company’s Amended and Restated Bylaws, to become effective after the upcoming annual meeting
of stockholders of the Company to be held on June 11, 2021.
The Company’s Amended and Restated Bylaws
were amended and restated to change the voting threshold for the election of directors from a plurality standard to a majority standard,
such that a majority of the votes cast shall be sufficient to elect a director to the Board at any stockholder meeting duly called or
convened to elect directors to the Board (“Stockholder Meeting”); provided, that, abstentions and broker nonvotes shall not
be counted as a vote against; and provided further, that, for contested elections, directors shall be elected by a plurality of the votes
cast if, as of the date of the Stockholder Meeting, the number of nominees exceeds the number of directors to be elected. Notwithstanding
the foregoing, if any director nominated for re-election at a Stockholder Meeting fails to receive more votes cast “for” his
or her re-election than “against” his or her re-election, such director shall promptly tender his or her resignation for the
Board’s consideration. The nominating and corporate governance committee designated by the Board shall then make a recommendation
to the Board to accept or reject the tendered resignation. The Board will then have 90 days from the date the election results from the
applicable Stockholder Meeting are certified to notify the resigning director of its decision. The Board may consider all relevant factors
in making its decision, including any stated reasons for “against” votes, whether the underlying cause of the “against”
votes are curable, the length of service and contributions by the resigning director to the Company, and whether the resignation would
cause the Company to fail to comply with any applicable rules or requirements, would lead to a “change of control” as determined
pursuant to any financing or other material agreement, or would cause the Company to default under any material agreements. If the resigning
director’s tendered resignation is not accepted, such director will continue to serve on the Board.
The foregoing description of the Second Amended
and Restated Bylaws of the Company is qualified in its entirety by reference to the Second Amended and Restated Bylaws of the Company,
a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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: April 23, 2021
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IOVANCE BIOTHERAPEUTICS, INC.
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By:
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/s/ MARIA FARDIS
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Maria Fardis, Chief Executive Officer
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