Form 8-K IOVANCE BIOTHERAPEUTICS, For: Jun 04
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State of Incorporation) | ||
| Commission File Number | (I.R.S. Employer Identification No.) | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| ( | ||
| (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). |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). |
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
Symbol(s) |
Name
of each exchange on which registered |
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Annual Meeting of Stockholders
On June 10, 2026, 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 seven 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, 2026. At the Annual Meeting, 329,492,680 shares, or approximately 74% 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., and Michael Weiser, M.D., Ph.D. to the Board of Directors (the “Board”) to serve as directors until the Company’s 2027 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 approve, on a non-binding advisory basis, the frequency of the Company’s future votes on the compensation of the Company’s named executive officers; |
| · | Proposal 4: 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, 2026; |
| · | 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; |
| · | Proposal 6: a proposal to approve an amendment to the Company’s Certificate of Incorporation, as amended, to increase the number of authorized shares of the Company’s common stock from 500,000,000 shares to 650,000,000 shares; and |
| · | Proposal 7: a proposal to approve an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approval Proposal 6. |
Voting Results
Proposal 1: The voting results for the election of the director nominees were as follows:
| For | Withheld | Broker Non-Vote | ||||||||||
| Dr. Dukes | 182,990,471 | 16,322,922 | 130,179,287 | |||||||||
| Dr. Countouriotis | 186,590,407 | 12,722,986 | 130,179,287 | |||||||||
| Mr. Maynard | 186,379,215 | 12,934,178 | 130,179,287 | |||||||||
| Mr. Rothbaum | 183,881,242 | 15,432,151 | 130,179,287 | |||||||||
| Dr. Vogt | 181,341,958 | 17,971,435 | 130,179,287 | |||||||||
| Dr. Weiser | 185,454,684 | 13,858,709 | 130,179,287 | |||||||||
Each of the above nominees was elected as a director of the Company.
Proposal 2: This proposal was approved with 160,497,888 “FOR” votes, 36,117,764 “AGAINST” votes and 2,697,741 “ABSTAIN” votes. There were 130,179,287 broker non-votes in connection with this proposal.
Proposal 3: This proposal was approved as follows: 188,106,776 “1 YEAR” votes, 3,404,958 “2 YEARS” votes, 3,558,800 “3 YEARS” votes, and 4,242,859 “ABSTAIN” votes. There were 0 broker non-votes in connection with this proposal.
Proposal 4: This proposal was approved with 317,671,584 “FOR” votes, 6,433,002 “AGAINST” votes and 5,388,094 “ABSTAIN” votes. There were 0 broker non-votes in connection with this proposal.
Proposal 5: This proposal was approved with 178,677,284 “FOR” votes, 18,961,472 “AGAINST” votes and 1,674,637 “ABSTAIN” votes. There were 130,179,287 broker non-votes in connection with this proposal.
Proposal 6: This proposal was approved with 254,976,692 “FOR” votes, 71,438,492 “AGAINST” votes and 3,077,496 “ABSTAIN” votes. There were 0 broker non-votes in connection with this proposal.
Proposal 7: This proposal was approved with 267,867,310 “FOR” votes, 56,350,642 “AGAINST” votes and 5,274,728 “ABSTAIN” votes. There were 0 broker non-votes in connection with this proposal.
| Item 8.01 |
Other Events. |
On June 4, 2026, the Company received marketing authorization from the Therapeutic Goods Administration of Australia for Amtagvi® for previously treated advanced (metastatic or unresectable) melanoma. The full text of the press release announcing the approval is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Press Release of Iovance Biotherapeutics, Inc., dated June 3, 2026. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document) |
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, 2026 | IOVANCE BIOTHERAPEUTICS, INC. | |
| By: | /s/ Frederick G. Vogt | |
| Frederick G. Vogt, Ph.D., J.D., Interim CEO and President, and General Counsel | ||
ATTACHMENTS / EXHIBITS
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