8-K
IOVANCE BIOTHERAPEUTICS, INC. (IOVA)
UNITED STATESSECURITIES 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): June 10, 2025
IOVANCE BIOTHERAPEUTICS, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | |
|---|---|
| (State of Incorporation) | |
| 001-36860 | 75-3254381 |
| Commission File Number | (I.R.S. Employer Identification No.) |
| 825 Industrial Road, Suite 100 | |
| San Carlos, California | 94070 |
| (Address of Principal Executive Offices) | (Zip Code) |
| (650) 260-7120 | |
| (Registrant’s Telephone Number, Including Area Code) |
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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). |
|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). |
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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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| ¨ | 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 | Trading <br><br>Symbol(s) | Name of each exchange on which<br><br> registered |
|---|---|---|
| Common stock, par value $0.000041666 per value | IOVA | The<br> Nasdaq Stock Market, LLC |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | |
| --- | --- |
Annual Meeting of Stockholders
On June 10, 2025, Iovance Biotherapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) virtually via live webcast. At the Annual Meeting, the Company’s stockholders voted on five proposals, each of which is described in more detail in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2025. At the Annual Meeting, 254,281,338 shares, or approximately 76.1% of all shares of the Company’s common stock outstanding as of the record date, were represented either in person or by proxy. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for and against each matter and, if applicable, the number of abstentions and broker non-votes with respect to each matter:
| · | Proposal 1: a proposal to elect Iain Dukes, D. Phil., Athena Countouriotis, M.D., Ryan Maynard, Wayne P. Rothbaum, Frederick G. Vogt, Ph.D., J.D., Michael Weiser, M.D., Ph.D. and Wendy Yarno to the Board of Directors (the “Board”) to serve as directors until the Company’s 2026 Annual Meeting of Stockholders; |
|---|---|
| · | Proposal 2: a proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers; |
| · | Proposal 3: a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| · | Proposal 4: a proposal to approve an amendment to the 2018 Equity Incentive Plan to increase the number of shares available for grant by 12,500,000 shares; and |
| · | Proposal 5: a proposal to approve an amendment to the 2020 Employee Stock Purchase Plan to increase the number of shares available for grant by 1,000,000 shares. |
Voting Results
Proposal1: The voting results for the election of the director nominees were as follows:
| For | Against | Abstain | Broker Non-Vote | |
|---|---|---|---|---|
| Dr. Dukes | 142,089,795 | 30,706,393 | 1,322,491 | 80,162,659 |
| Dr. Countouriotis | 97,767,917 | 75,070,020 | 1,280,742 | 80,162,659 |
| Mr. Maynard | 166,367,869 | 6,453,538 | 1,297,272 | 80,162,659 |
| Mr. Rothbaum | 166,890,379 | 6,038,284 | 1,190,016 | 80,162,659 |
| Dr. Vogt | 165,079,137 | 8,467,205 | 572,337 | 80,162,659 |
| Dr. Weiser | 165,295,535 | 7,540,940 | 1,282,204 | 80,162,659 |
| Ms. Yarno | 166,781,324 | 5,674,432 | 1,662,923 | 80,162,659 |
Each of the above nominees was elected as a director of the Company.
Proposal2: This proposal was approved with 158,778,895 “FOR” votes, 14,490,865 “AGAINST” votes and 848,919 “ABSTAIN” votes. There were 80,162,659 broker non-votes in connection with this proposal.
Proposal3: This proposal was approved with 248,444,246 “FOR” votes, 4,930,624 “AGAINST” votes and 906,468 “ABSTAIN” votes. There were 0 broker non-votes in connection with this proposal.
Proposal4: This proposal was approved with 160,920,940 “FOR” votes, 12,607,644 “AGAINST” votes and 590,095 “ABSTAIN” votes. There were 80,162,659 broker non-votes in connection with this proposal.
Proposal5: This proposal was approved with 163,851,673 “FOR” votes, 9,804,728 “AGAINST” votes and 462,278 “ABSTAIN” votes. There were 80,162,659 broker non-votes in connection with this proposal.
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: June 10, 2025 | IOVANCE BIOTHERAPEUTICS, INC. | |
|---|---|---|
| By: | /s/ Frederick G. Vogt | |
| Frederick G. Vogt, Ph.D., J.D., Interim CEO and President, and General Counsel |