Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective as of May 27, 2020, the Board of Directors of Iovance Biotherapeutics,
Inc. (the "Company") adopted an amendment and restatement of the Company's
bylaws (the "Amended and Restated Bylaws") pursuant to which a new Article X was
added, which provides that, unless the Company consents in writing to the
selection of an alternative forum, the federal district courts of the United
States of America shall be the exclusive forum for the resolution of any
complaint asserting a cause of action arising under the Securities Act of 1933,
as amended (the "Securities Act").
The foregoing description of the amendments made in the Amended and Restated
Bylaws is qualified by reference to the Amended and Restated Bylaws, a copy of
which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
In connection with the amendment to the Company's bylaws, the Company refers
stockholders to the following risk factor:
Provisions in our amended and restated bylaws could limit our stockholders'
ability to obtain a favorable judicial forum for disputes with us or our
directors, officers or employees.
Our amended and restated bylaws provide that, unless the Company consents in
writing to the selection of an alternative forum, the federal district courts of
the United States of America shall be the exclusive forum for the resolution of
any complaint asserting a cause of action under the Securities Act. This
provision limits the ability of the Company's shareholders to bring claims under
the Securities Act in any court other than the United States federal courts,
which ultimately may disadvantage the Company's shareholders or be cost
prohibitive. Notwithstanding the foregoing, there is uncertainty as to whether a
court (other than state courts in the State of Delaware, which have recently
upheld the validity of such a provision) would enforce such a provision and
whether investors can waive compliance with the federal securities laws and the
rules and regulations thereunder. Furthermore, the exclusive forum provision
only applies to claims brought under the Securities Act, and does not apply to
actions arising under the Securities Exchange Act of 1934, as amended, which is
already subject to federal courts as the exclusive forum.
If a court were to find these provisions of our amended and restated bylaws
inapplicable to, or unenforceable in respect of, one or more of the specified
types of actions or proceedings, we may incur additional costs associated with
resolving such matters in other jurisdictions, which could adversely affect our
business, results of operations and financial condition. Even if we are
successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management and other employees.
Item 8.01 Other Events.
On May 27, 2020, the Company issued a press release announcing initial data from
pivotal Cohort 4 and updated long-term data from Cohort 2 in its C-144-01 study
of lifileucel in advanced melanoma.
The full text of the press release is attached hereto as Exhibit 99.1 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
3.1 Amended and Restated Bylaws of Iovance Biotherapeutics, Inc.
99.1 Press Release dated May 27, 2020.
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