0000902664-20-001309.txt : 20200224 0000902664-20-001309.hdr.sgml : 20200224 20200224161714 ACCESSION NUMBER: 0000902664-20-001309 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200224 DATE AS OF CHANGE: 20200224 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IOVANCE BIOTHERAPEUTICS, INC. CENTRAL INDEX KEY: 0001425205 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 753254381 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85384 FILM NUMBER: 20644506 BUSINESS ADDRESS: STREET 1: 999 SKYWAY ROAD STREET 2: SUITE 150 CITY: SAN CARLOS STATE: CA ZIP: 94070 BUSINESS PHONE: 6502607120 MAIL ADDRESS: STREET 1: 999 SKYWAY ROAD STREET 2: SUITE 150 CITY: SAN CARLOS STATE: CA ZIP: 94070 FORMER COMPANY: FORMER CONFORMED NAME: Lion Biotechnologies, Inc. DATE OF NAME CHANGE: 20131015 FORMER COMPANY: FORMER CONFORMED NAME: Genesis Biopharma, Inc DATE OF NAME CHANGE: 20100319 FORMER COMPANY: FORMER CONFORMED NAME: FREIGHT MANAGEMENT CORP DATE OF NAME CHANGE: 20080128 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Avoro Capital Advisors LLC CENTRAL INDEX KEY: 0001633313 IRS NUMBER: 271007403 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 110 GREENE STREET STREET 2: SUITE 800 CITY: NEW YORK STATE: NY ZIP: 10012 BUSINESS PHONE: 212-937-4975 MAIL ADDRESS: STREET 1: 110 GREENE STREET STREET 2: SUITE 800 CITY: NEW YORK STATE: NY ZIP: 10012 FORMER COMPANY: FORMER CONFORMED NAME: venBio Select Advisor LLC DATE OF NAME CHANGE: 20150210 SC 13G/A 1 p20-0707sc13ga.htm IOVANCE BIOTHERAPEUTICS, INC.

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 13G/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 

Iovance Biotherapeutics, Inc.

(Name of Issuer)
 

Common Stock, par value $0.000041666 per share

(Title of Class of Securities)
 

462260100

(CUSIP Number)
 

December 31, 2019**

(Date of Event Which Requires Filing of This Statement)
 
 
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
þ Rule 13d-1(b)
¨ Rule 13d-1(c)
¨ Rule 13d-1(d)
 
(Page 1 of 7 Pages)

 

______________________________

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

**This Amendment No. 5 is being filed to correct the number of shares of Common Stock reported to be beneficially owned in Amendment No. 4 to the Schedule 13G, filed with the Securities and Exchange Commission on February 14, 2020 (see Item 4).

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 46226010013G/APage 2 of 7 Pages

 

1

NAME OF REPORTING PERSON

Avoro Capital Advisors LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

8,826,039

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

8,826,039

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,826,039

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0%

12

TYPE OF REPORTING PERSON

OO, IA

         

 

 

CUSIP No. 46226010013G/APage 3 of 7 Pages

 

1

NAME OF REPORTING PERSON

Behzad Aghazadeh

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) þ

3 SEC USE ONLY
4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:		 5

SOLE VOTING POWER

8,826,039

6

SHARED VOTING POWER

0

7

SOLE DISPOSITIVE POWER

8,826,039

8

SHARED DISPOSITIVE POWER

0

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

8,826,039

10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ¨
11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

7.0%

12

TYPE OF REPORTING PERSON

IN

         

 

CUSIP No. 46226010013G/APage 4 of 7 Pages

 

Item 1(a). NAME OF ISSUER
   
  Iovance Biotherapeutics, Inc. (the "Issuer")

 

Item 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
   
  999 Skyway Road, Suite 150, San Carlos, CA 94070

 

Item 2(a). NAME OF PERSON FILING
   
  This statement is filed by: (i) Avoro Capital Advisors LLC, a Delaware limited liability company ("Avoro"), which provides investment advisory and management services and has acquired the securities of the Issuer solely for investment purposes on behalf of Avoro Life Sciences Fund LLC, a Delaware limited liability company, and certain managed accounts and (ii) Behzad Aghazadeh ("Dr. Aghazadeh," and together with Avoro, the "Reporting Persons"), who serves as the portfolio manager and controlling person of Avoro.
   
  The filing of this statement should not be construed as an admission that any Reporting Person is, for purposes of Section 13 of the Act, the beneficial owner of the securities reported herein.

 

Item 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
   
  The address of the business office of each of the Reporting Persons is 110 Greene Street, Suite 800, New York, NY 10012.

 

Item 2(c). CITIZENSHIP
   
  Avoro is a Delaware limited liability company.  Dr. Aghazadeh is a United States citizen.

 

Item 2(d). TITLE OF CLASS OF SECURITIES
   
  Common Stock, par value $0.000041666 per share (the "Common Stock")

 

Item 2(e). CUSIP NUMBER
   
  462260100

 

Item 3. IF THIS STATEMENT IS FILED PURSUANT TO Rules 13d-1(b), OR 13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

 

  (a) ¨ Broker or dealer registered under Section 15 of the Act;
  (b) ¨ Bank as defined in Section 3(a)(6) of the Act;
  (c) ¨ Insurance company as defined in Section 3(a)(19) of the Act;

 

 

CUSIP No. 46226010013G/APage 5 of 7 Pages

 

  (d) ¨ Investment company registered under Section 8 of the Investment Company Act of 1940;
  (e) þ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
  (f) ¨

An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);

 

  (g) þ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G);
  (h) ¨

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

 

  (i) ¨

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act;

 

  (j) ¨ A non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J);
  (k) ¨ Group, in accordance with Rule 13d-1(b)(1)(ii)(K).

 

  If filing as a non-U.S. institution in accordance with Rule 13d-1(b)(1)(ii)(J), please
  specify the type of institution:  ___________________________

 

Item 4. OWNERSHIP
   
  The information required by Items 4(a) - (c) is set forth in Rows 5 - 11 of the cover page and is incorporated herein by reference.
   
  The percentage set forth in Row 11 of this Schedule 13G/A is calculated based upon 126,194,915 shares of Common Stock outstanding as of October 31, 2019, as reported in the Issuer's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2019 filed with the Securities and Exchange Commission on November 4, 2019.
   
  Amendment No. 4 to the Schedule 13G reported 9,565,000 shares of Common Stock, which included 738,961 shares of Common Stock issuable upon conversion of shares of Series B Preferred Stock. Pursuant to the terms of the Series B Preferred Stock, the Reporting Persons cannot effect the conversion of the Series B Preferred Stock if the Reporting Persons would beneficially own, after any such conversion, more than 4.99% of the outstanding shares of Common Stock (the "4.99% Blocker"). Consequently, as of December 31, 2019, the Reporting Persons were not able to convert the Series B Preferred Stock due to the 4.99% Blocker and the 738,961 shares of Common Stock previously reported were not beneficially owned.

 

Item 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
   
  Not applicable.

 

Item 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
   
  See Item 2.  Avoro Life Sciences Fund LLC has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, more than 5% of the Common Stock.

 

 

CUSIP No. 46226010013G/APage 6 of 7 Pages

 

Item 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY OR CONTROL PERSON
   
  Not applicable.

 

Item 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
   
  Not applicable.

 

Item 9. NOTICE OF DISSOLUTION OF GROUP
   
  Not applicable.

 

Item 10. CERTIFICATION
   
  Each Reporting Person hereby makes the following certification:
   
  By signing below the Reporting Person certifies that, to the best of his or its knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
   

 

 

CUSIP No. 46226010013G/APage 7 of 7 Pages

 

SIGNATURES

After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: February 24, 2020

 

AVORO CAPITAL ADVISORS LLC  
   
   
/s/ Scott Epstein  
Name:   Scott Epstein  
Title:     Chief Financial Officer  
             & Chief Compliance Officer  
   
   

/s/ Behzad Aghazadeh

  
BEHZAD AGHAZADEH