Iovance Biotherapeutics Inc美股招股说明书(2025-08-22版)

Common Stock We entered into an Amended and Restated Open Market Sale Agreement, dated August22, 2025, orthe Sale Agreement, with Jefferies LLC, or Jefferies, relating to shares of our common stock offered by thisprospectus supplement. The Sale Agreement superseded and replaced the Open Market Sale Agreement,dated June 16, 2023 between us and Jefferies. In accordance with the terms of the Sale Agreement, we mayoffer and sell shares of our common stock having an aggregate offering price of up to $350,000,000 fromtime to time through Jefferies acting as our sales agent.SMSM Our common stock trades on The Nasdaq Global Market under the symbol “IOVA.” On August19,2025, the last reported sale price of our common stock on The Nasdaq Global Market was $2.60 per share. Sales of our common stock, if any, under this prospectus supplement and the accompanying prospectuswill be made in sales deemed to be “at the market offerings” as defined in Rule415(a)(4) promulgatedunder the Securities Act of 1933, as amended, or the Securities Act. Jefferies is not required to sell anyspecific amount of securities, but will act as our sales agent using commercially reasonable effortsconsistent with its normal trading and sales practices, on mutually agreed terms between Jefferies and us.There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Jefferies for sales of common stock sold pursuant to the Sale Agreement will bean amount equal to up to 3% of the gross proceeds of any shares of common stock sold under the SaleAgreement. See “Plan of Distribution” beginning on pageS-7for additional information regarding thecompensation to be paid to Jefferies. In connection with the sale of the common stock on our behalf,Jefferies will be deemed to be an “underwriter” within the meaning of the Securities Act and thecompensation to Jefferies will be deemed to be underwriting commissions or discounts. We have also agreedto provide indemnification and contribution to Jefferies with respect to certain liabilities, includingliabilities under the Securities Act or the Securities Exchange Act of 1934, as amended, or the ExchangeAct. Investing in our common stock involves a high degree of risk. You should read this prospectus supplementand the documents incorporated by reference herein before you make your investment decision. Please read“Risk Factors” beginning on pageS-4of this prospectus supplement, on page 3 of the accompanying prospectus,and in the documents incorporated by reference into this prospectus supplement and the accompanyingprospectus, including our annual report on Form10-K and our quarterly reports on Form10-Q, to read aboutthe risks that you should consider before purchasing shares of our common stock. Neither the Securities and Exchange Commission, or the SEC, nor any state securities commission hasapproved or disapproved of these securities or determined if this prospectus supplement or the accompanyingprospectus is truthful or complete. Any representation to the contrary is a criminal offense. Jefferies Prospectus Supplement dated August22, 2025 TABLE OF CONTENTS PageProspectus SupplementAbout This Prospectus SupplementS-iiCautionary Note Regarding Forward-Looking StatementsS-iiiSummaryS-1Risk FactorsS-4Use of ProceedsS-6Plan of DistributionS-7Legal MattersS-9ExpertsS-10Where You Can Find More InformationS-11Incorporation of Certain Information by ReferenceS-12ProspectusAbout This Prospectus1Iovance Biotherapeutics, Inc.2Risk Factors3Forward-Looking Statements and Market Data4Use of Proceeds6The Securities That We May Offer7Description of Securities8Description of Common Stock8Description of Preferred Stock9Description of Debt Securities12Description of Warrants20Description of Units21Description of Rights22Plan of Distribution24Legal Matters26Experts26Where You Can Find More Information26Incorporation of Certain Information by Reference27 Neither we nor Jefferies have authorized anyone to provide any information or to make anyrepresentations other than those contained or incorporated by reference in this prospectus supplement or theaccompanying prospectus. We take no responsibility for, and can provide no assurance as to the reliability of,any other information that others may give you. This prospectus supplement and the accompanying prospectustogether constitute an offer to sell only the securities offered hereby, but only under circumstances and injurisdictions where it is lawful to do so. The information contained in this prospectus supplement and theaccompanying prospectus is current only as of its date. Our business, financial condition, results of operationsand prospects may have changed since those dates. You should read this prospectus supplement, theaccompanying prospectus and the documents incorporated by reference herein and therein when making yourinvestment decision. You should also read and consider the information in the documents we have referr