0001144204-18-001395.txt : 20180109 0001144204-18-001395.hdr.sgml : 20180109 20180109060518 ACCESSION NUMBER: 0001144204-18-001395 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180109 DATE AS OF CHANGE: 20180109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IOVANCE BIOTHERAPEUTICS, INC. CENTRAL INDEX KEY: 0001425205 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 753254381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-212373 FILM NUMBER: 18517787 BUSINESS ADDRESS: STREET 1: 999 SKYWAY ROAD STREET 2: SUITE 150 CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 6502607120 MAIL ADDRESS: STREET 1: 999 SKYWAY ROAD STREET 2: SUITE 150 CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER COMPANY: FORMER CONFORMED NAME: Lion Biotechnologies, Inc. DATE OF NAME CHANGE: 20131015 FORMER COMPANY: FORMER CONFORMED NAME: Genesis Biopharma, Inc DATE OF NAME CHANGE: 20100319 FORMER COMPANY: FORMER CONFORMED NAME: FREIGHT MANAGEMENT CORP DATE OF NAME CHANGE: 20080128 424B3 1 tv482824_424b3.htm 424B3

Prospectus Supplement No. 1

(To Prospectus Dated July 31, 2017)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-212373

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.

	Beneficial Ownership Before Offering		Number of Shares	Beneficial Ownership After Offering
Selling Stockholder	Number of Shares	Percent	Being Offered	Number of Shares	Percent
OrbiMed Partners Master Fund Limited	4,210,526(2)(3)	5.80%	4,210,526	0	-

(2)

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.

(3)

Includes 2,273,726 shares of common stock issuable upon conversion of Series B Convertible Preferred Stock.