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
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On March 26, 2024, General (Ret.) Merrill A. McPeak, a member of the Board of Directors (the “Board”) of Iovance Biotherapeutics, Inc. (the “Company”), provided notice to the Board that he will retire and not be standing for re-election to the Board at the Company’s annual meeting of stockholders (the “Annual Meeting”) currently anticipated to be held in June 2024. General McPeak will serve out his current term as a director of the Company until the Annual Meeting. The decision to retire and not stand for re-election is not due to a disagreement between the Company and General McPeak on any matter regarding the Company’s operations, policies, or practices. The Company thanks General McPeak for his service to the Board.
On March 26, 2024, the Nominating and Corporate Governance Committee of the Board recommended that Frederick G. Vogt, Ph.D., J.D., the Company’s Interim Chief Executive Officer and President, and General Counsel, be nominated to stand for election to the Board at the Annual Meeting, to fill the vacancy created by General McPeak’s retirement. If elected, Dr. Vogt’s term as a director of the Company will be effective as of the date of the Annual Meeting.
| Item 5.03 | Amendments to the Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 28, 2024, the Board unanimously adopted the Company’s Fourth Amended and Restated Bylaws (as amended and restated, the “Bylaws”), effective immediately, to modify the definition of “Acting in Concert” contained therein.
The foregoing description of the amendments made to the Bylaws is qualified by reference to the Bylaws, a copy of which is attached hereto as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 3.1 | Fourth Amended and Restated Bylaws of Iovance Biotherapeutics, Inc. | |
| 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: March 29, 2024 | IOVANCE BIOTHERAPEUTICS, INC. | |
| By: | /s/ Frederick G. Vogt | |
| Frederick G. Vogt, Interim CEO & General Counsel | ||