S-3ASR 1 iova-20260618xs3asr.htm S-3ASR

As filed with the Securities and Exchange Commission on June 18, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-3

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Iovance Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)


Delaware		75-3254381
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

825 Industrial Road, Suite 100
San Carlos, California 94070
(Address of registrant’s principal executive offices, including zip code)

Frederick G. Vogt, Ph.D., J.D.
Interim Chief Executive Officer and President, and General Counsel
Iovance Biotherapeutics, Inc.
825 Industrial Road, Suite 100
San Carlos, California 94070
(650) 260-7120
(Name, address, including zip code, and telephone number, including area code, of agent for service)

With copies to:

Emilio Ragosa
DLA Piper LLP (US)
51 John F. Kennedy Parkway, Suite 120
Short Hills, New Jersey 07078
(973) 520-2550

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☒

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		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 7(a)(2)(B) of the Securities Act. ☐


	Page
ABOUT THIS PROSPECTUS	2

IOVANCE BIOTHERAPEUTICS, INC.	3

RISK FACTORS	4

FORWARD-LOOKING STATEMENTS AND MARKET DATA	5

USE OF PROCEEDS	7

THE SECURITIES THAT WE MAY OFFER	8

DESCRIPTION OF SECURITIES	9

DESCRIPTION OF COMMON STOCK	10

DESCRIPTION OF PREFERRED STOCK	11

DESCRIPTION OF DEBT SECURITIES	14

DESCRIPTION OF WARRANTS	21

DESCRIPTION OF UNITS	22

DESCRIPTION OF RIGHTS	23

PLAN OF DISTRIBUTION	24

LEGAL MATTERS	26

EXPERTS	27

WHERE YOU CAN FIND MORE INFORMATION	28

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	29


		Page
Prospectus Supplement
About This Prospectus Supplement		S-ii
Cautionary Note Regarding Forward-Looking Statements		S-iii
Summary		S-1
Risk Factors		S-3
Use of Proceeds		S-5
Plan of Distribution		S-6
Legal Matters		S-8
Experts		S-9
Where You Can Find More Information		S-10
Incorporation of Certain Information by Reference		S-11


Issuer		Iovance Biotherapeutics, Inc.

Common stock offered by us		Shares of our common stock having an aggregate offering price of $89,650,167.

Common stock outstanding after this offering		Up to 460,918,284 shares of our common stock (as more fully described in the notes following this table), assuming sales of 22,811,747 shares of our common stock in this offering at an offering price of $3.93 per share, the last reported sale price of our common stock on The Nasdaq Global Market on June 17, 2026. The actual number of shares issued will vary depending on the sales price under this offering.

Plan of Distribution		“At the market” offering that may be made from time to time through our sales agent, Jefferies. See “Plan of Distribution” on page S-6 of this prospectus supplement.

Use of Proceeds		We intend to use the net proceeds from this offering to further the commercial launch of Amtagvi®, to fund ongoing clinical programs, including our NSCLC registrational study, IOV-LUN-202, and our frontline advanced melanoma Phase 3 confirmatory trial, TILVANCE-301, to support additional clinical programs, to continue the development of our pipeline candidates, and for other general corporate purposes. See “Use of Proceeds.”

Risk Factors		You should read the “Risk Factors” section beginning on page S-3 of this prospectus supplement, page 4 of the accompanying prospectus and the documents incorporated by reference into this prospectus supplement for a discussion of factors to consider carefully before deciding to invest in shares of our common stock.

The Nasdaq Global Market symbol		“IOVA.”


Securities and Exchange Commission registration fee		(1)
FINRA filing fee		(2)
Printing and engraving expenses		(2)
The Nasdaq Global Market listing fees		(2)
Legal fees and expenses		(2)
Accounting fees and expenses		(2)
Transfer agent and registrar fees		(2)
Miscellaneous expenses		(2)
Total	$	(2)


	IOVANCE BIOTHERAPEUTICS, INC.

	BY:	/S/ FREDERICK G. VOGT
		Frederick G. Vogt, Ph.D., J.D.
		Interim Chief Executive Officer and President, and General Counsel


Signature		Title

/s/ Frederick G. Vogt, Ph.D., J.D.		Interim Chief Executive Officer and President, and General Counsel
Frederick G. Vogt, Ph.D., J.D.		(Principal Executive Officer)

/s/ Corleen Roche		Chief Financial Officer
Corleen Roche		(Principal Financial and Accounting Officer)

/s/ Athena Countouriotis, M.D.		Director
Athena Countouriotis, M.D.

/s/ Iain Dukes, D. Phil.		Director
Iain Dukes, D. Phil.

/s/ Ryan Maynard		Director
Ryan Maynard

/s/ Wayne Rothbaum		Director
Wayne Rothbaum

/s/ Michael Weiser, M.D., Ph.D.		Director
Michael Weiser, M.D., Ph.D.


Exhibit Number		Description of Document
1.1		Form of Underwriting Agreement.*
1.2		Amended and Restated Open Market Sale Agreement, dated August 22, 2025, by and between Iovance Biotherapeutics, Inc. and Jefferies LLC (incorporated herein by reference to Exhibit 1.1 of the Registrant’s Current Report on Form 8-K filed with the Commission on August 22, 2025).
3.1		Certificate of Incorporation, as amended, of Registrant (filed herewith).
3.2		Fourth Amended and Restated Bylaws (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on March 29, 2024).
4.1		Form of Indenture (filed herewith).
4.2		Specimen of Stock Certificate (incorporated herein by reference to Exhibit 4.2 to the Registrant’s Annual Report on Form 10-K filed with the Commission on March 12, 2018).
4.3		Form of Warrant Certificate.*
4.4		Form of Warrant Agreement.*
4.5		Form of Certificate of Designation with respect to any Preferred Stock issued hereunder and the related form of Preferred Stock Certificate.*
4.6		Form of Debt Security.*
4.7		Form of Unit Agreement.*
4.8		Form of Unit Certificate.*
4.9		Form of Rights Certificate.*
5.1		Opinion of DLA Piper LLP (US) (filed herewith).
23.1		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm (filed herewith).
23.2		Consent of DLA Piper LLP (US) (included in Exhibit 5.1).
24.1		Power of Attorney (included on the signature page hereto).
25.1		Statement of Eligibility of Trustee on Form T-1 under the Trust Indenture Act of 1939, as amended.**
107		Filing Fee Table (filed herewith).

SEC Form S-3ASR filed by Iovance Biotherapeutics Inc.