On February 20, 2024, Iovance Biotherapeutics, Inc. (the "Company") reported to have entered into an underwriting agreement (the "Underwriting Agreement") with Jefferies LLC, Barclays Capital Inc. and Goldman Sachs & Co. LLC (collectively, the "Underwriters"), pursuant to which the Company agreed to issue and sell up to 23,014,000 shares of common stock (the "Shares") (the "Offering") (Filing, Iovance Biotherapeutics, FEB 20, 2024, View Source [SID1234640732]). The Shares were offered and sold in the Offering at the offering price of $9.15 per share and were purchased by the Underwriters from the Company at a price of $8.601 per share.

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The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-272718), which was previously filed with the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Securities Act").

The Company estimates that the net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company, will be approximately $197.1 million. The Company intends to use the net proceeds from the Offering to support the commercial launch of AMTAGVITM, to fund ongoing clinical programs including the Company’s NSCLC registration-directed study, IOV-LUN-202, and its frontline advanced melanoma Phase 3 confirmatory trial, TILVANCE-301, to continue the development of the Company’s pipeline candidates, and for other general corporate purposes.

The Offering is expected to close on February 22, 2024, subject to customary closing conditions. In the Underwriting Agreement, the Company made customary representations, warranties and covenants and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because of such liabilities.

Pursuant to the Underwriting Agreement, the Company’s executive officers and directors entered into agreements in substantially the form included as an exhibit to the Underwriting Agreement filed hereto, providing for a 60-day "lock-up" period with respect to sales of the Company’s common stock, subject to certain exceptions.

The foregoing is a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.