aibioIovance restates Jefferies at-the-market deal, allowing sales up to $350.0 million
Tickers IOVA
Iovance may sell up to $350.0 million of stock through Jefferies, which can take up to 3.0% of gross proceeds. The company is not obliged to sell any shares, and its stock last traded at $2.60 on August 19, 2025.
Key facts
- Company
- Iovance Biotherapeutics, Inc. (NASDAQ: IOVA)
- News type
- Financings
- Primary source
- Iovance Biotherapeutics, Inc. 424B5 (2025-08-22)
Iovance Biotherapeutics, Inc. (Nasdaq: IOVA) entered into an Amended and Restated Open Market Sale Agreement with Jefferies LLC on August 22, 2025. Jefferies acts as sales agent for an at-the-market program, under which Iovance may issue and sell up to $350.0 million of common stock at its sole discretion. The new agreement replaces an open market sale agreement with Jefferies dated June 16, 2023. Sales will be made under a prospectus supplement dated August 22, 2025, attached to a Form S-3ASR that was originally filed on June 16, 2023.
Jefferies will use commercially reasonable efforts to sell shares on Iovance's instructions, which can include price or size limits. Iovance pays Jefferies up to 3.0% of gross proceeds from any shares sold. It is not obligated to make any sales, and it has agreed to indemnify Jefferies against certain liabilities. The prospectus supplement says the stock's last reported sale price on the Nasdaq Global Market was $2.60 on August 19, 2025.
Fees, advisers and expenses
Jefferies is treated as an underwriter under the Securities Act, and its compensation is treated as underwriting commissions. Iovance agreed to reimburse Jefferies' counsel fees up to $100,000, plus certain ongoing legal disbursements. The company estimates total offering expenses, excluding commissions, at approximately $475,000. DLA Piper LLP (US) of Short Hills, New Jersey, passes on the validity of the stock for Iovance. Latham & Watkins LLP of San Diego advises Jefferies on legal matters.
The prospectus says the proceeds of any sales are not determinable at this time.
Share count and dilution
The prospectus supplement bases its share count on 341,919,364 shares outstanding as of June 30, 2025. It excludes 18,994,381 shares issuable on exercise of stock options, at a weighted average exercise price of $16.09 per share, and 11,411,549 shares issuable on vesting of restricted stock units. That average exercise price is well above the $2.60 last sale price. Any sales under the program would add to the count.
The business and its regulatory path
Iovance is a commercial-stage company that sells Amtagvi, lifileucel, a tumor-derived autologous T cell therapy for adults with unresectable or metastatic melanoma who have had a PD-1 blocking antibody. The FDA approved it in February 2024 under accelerated approval, based on an overall response rate. The prospectus says continued approval may depend on verification of clinical benefit in future confirmatory trials. Iovance also markets Proleukin, an interleukin-2 product used in the Amtagvi treatment regimen.
Outside the United States the picture is mixed. In August 2025, Health Canada issued a Notice of Compliance with Conditions for Amtagvi. In Europe, the company filed a centralized application in June 2024, and the European Medicines Agency validated it in August 2024. After interactions with the agency's Committee for Medicinal Products for Human Use, Iovance notified the agency that it was withdrawing the application and said it is working out a resubmission strategy. A UK application is described as on track for potential approval and launch in the first half of 2026. Australia's regulator granted Priority Review with a decision anticipated by early 2026, and a Swiss submission is planned for the fourth quarter of 2025.
The prospectus also incorporates by reference historical financial statements for the Proleukin business, Clinigen SP Limited, which carry an explanatory paragraph on a material uncertainty about that business's ability to continue as a going concern. The paragraph is from the auditor's report on those statements, not on Iovance.
Use of proceeds and what comes next
The company intends to use net proceeds to support the Amtagvi launch, to fund its NSCLC registrational study, IOV-LUN-202, and its frontline advanced melanoma Phase 3 confirmatory trial, TILVANCE-301, and for other pipeline and general corporate purposes. The prospectus says Amtagvi has the potential to address more than 20,000 previously treated advanced melanoma patients a year, a potential figure rather than actual demand.
The supplement gives no date for the TILVANCE-301 readout. Its sales plan is at Iovance's discretion, and Jefferies is not required to sell any particular amount.