Legal Proceedings
−Removed: Class Action Lawsuit .
−Removed: On April 10, 2017, the SEC announced settlements with us and with other public companies and unrelated parties in the In the Matter of Certain Stock Promotion investigation.
−Removed: Our settlement with the SEC is consistent with our previous disclosures (including in our Annual Report on Form 10-K that we filed with the SEC on March 9, 2017).
−Removed: On April 14, 2017, a purported shareholder filed a complaint seeking class action status in the United States District Court, Northern District of California for violations of the federal securities laws ( Leonard DeSilvio v.
−Removed: Lion Biotechnologies, Inc., et al., case no.
−Removed: 3:17cv2086) against our company and three of our former officers and directors.
−Removed: On April 19, 2017, a second class action complaint (Amra Kuc vs.
−Removed: Lion Biotechnologies, Inc., et al., case no.
−Removed: 3:17-cv-2188) was filed in the same court.
−Removed: Both complaints allege, among other things, that the defendants violated the federal securities laws by making materially false and misleading statements, or by failing to make certain disclosures, regarding the actions taken by Manish Singh, our former CEO, and our former investor relations firm that were the subject of the In the Matter of Certain Stock Promotions investigation.
−Removed: On July 20, 2017, the plaintiff in the Kuc case filed a notice to voluntarily dismiss that case.
−Removed: The court entered an order dismissing the Kuc complaint on July 21, 2017.
−Removed: On July 26, 2017, the court appointed a movant as lead plaintiff.
−Removed: On September 8, 2017, the lead plaintiff filed an amended complaint ( Jay Rabkin v.
−Removed: Lion Biotechnologies, Inc., et al., case no.
−Removed: 3:17-cv-2086) seeking class action status that alleges, among other things, that the defendants violated federal securities laws by making materially false and misleading statements, or by failing to make certain disclosures, regarding the actions taken by Manish Singh and our former investor relations firm that were the subject of the In the Matter of Certain Stock Promotions SEC investigation.
−Removed: On February 5, 2018, the court entered an order dismissing two of plaintiff’s six claims.
−Removed: As a result of mediation, on September 28, 2018, the lead plaintiff filed an unopposed motion for settlement.
−Removed: The court granted preliminary approval to the proposed settlement on November 30, 2018.
−Removed: A final hearing was held on April 12, 2019 to determine whether the proposed settlement was fair, reasonable, and adequate, and whether the claims should be dismissed.
−Removed: On April 17, 2019, the court approved the final settlement, involving a payment of $3,250,000 by our insurance carrier to a settlement fund, awarded attorney’s fees and costs to be paid to plaintiff’s counsel from the settlement fund, approved the plan of allocation for settlement class members, and ordered that the claims against us should be dismissed with prejudice.
−Removed: We do not expect to incur any significant costs or expenses in connection with this settlement.
−Removed: Derivative Lawsuits.
−Removed: On December 15, 2017, a purported stockholder derivative complaint was filed by plaintiff Kevin Fong against us, as nominal defendant, and certain of our current and former officers and directors, and others, as defendants, in the U.S.
−Removed: District Court for the District of Delaware (case no.
−Removed: 1:17-cv-1806).
−Removed: The complaint alleges breaches of fiduciary duties, unjust enrichment, and violations of Section 14(a) of the Securities Exchange Act of 1934 and Rule 14a-9 promulgated thereunder arising from the SEC’s investigation in the In the Matter of Certain Stock Promotions investigation and our April 10, 2017 settlement thereof, and seeks unspecified damages on behalf of our company and injunctive relief.
−Removed: On March 28, 2018, a purported stockholder derivative complaint was filed by plaintiff Nazeer Khaleeluddin on our behalf, against us, as nominal defendant, and certain of our current and former officers and directors, and others, as defendants, in the U.S.
−Removed: District Court for the District of Delaware (case no.
−Removed: 1:18-cv-00469).
−Removed: The complaint alleges, among other things, violations of securities law, breach of fiduciary duty, aiding and abetting, waste of corporate assets, and unjust enrichment.
−Removed: The complaint is based on claims arising from the SEC’s investigation in the In the Matter of Certain Stock Promotions investigation and our April 10, 2017 settlement thereof and seeks unspecified damages on behalf of our company and injunctive relief.
−Removed: On May 1, 2018, the court consolidated this case with the aforementioned purported stockholder derivative case filed by plaintiff Kevin Fong.
−Removed: The consolidated case is titled In re Iovance Biotherapeutics, Inc.
−Removed: Stockholder Derivative Litigation (lead case no.
−Removed: On January 28, 2020, we reached a proposed settlement with the plaintiffs.
−Removed: On April 24, 2020, the court granted preliminary approval for the proposed settlement.
−Removed: The terms of the settlement were disseminated to shareholders as part of the notice process on May 8, 2020.
−Removed: On July 2, 2020, the court granted final approval for the settlement.
−Removed: We do not expect to incur any significant costs or expenses in connection with this settlement.
−Removed: Solomon Capital, LLC.
−Removed: On April 8, 2016, a lawsuit, or the First Solomon Suit, titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v.
−Removed: Lion Biotechnologies, Inc.
−Removed: was filed by Solomon Capital, LLC, Solomon Capital 401(k) Trust, Solomon Sharbat and Shelhav Raff, which we refer to as the Solomon Plaintiffs, against us in the Supreme Court of the State of New York, County of New York (index no.
−Removed: 651881/2016).
−Removed: The Solomon Plaintiffs allege that, between June and November 2012, they provided to us $0.1 million and that they advanced and paid on our behalf an additional $0.2 million.
−Removed: The complaint further alleges that we agreed to (i) provide them with promissory notes totaling $0.2 million, plus interest, (ii) issue a total of 1,110 shares to the Solomon Plaintiffs (after the 1-for-100 reverse split of our common stock effected in March 2013), which we refer to as the Equity Claim, and (iii) allow the Solomon Plaintiffs to convert the foregoing funds into our securities in the next transaction.
−Removed: The Solomon Plaintiffs allege that they should have been able to convert their advances and payments into shares of our common stock in the restructuring that took effect in May 2013.
−Removed: Based on the foregoing, the Solomon Plaintiffs allege causes for breach of contract and
−Removed: unjust enrichment and demand judgment against us in an unspecified amount exceeding $1.5 million, plus interest.
−Removed: On June 3, 2016, we filed an answer and counterclaims in the lawsuit.
−Removed: We have asserted counterclaims for fraudulent inducement, fraudulent misrepresentation, fraudulent concealment, breach of fiduciary duty, and breach of contract, alleging principally that the counterclaim defendants misrepresented their qualifications and failed to disclose that Solomon Sharbat was the subject of an investigation by the Financial Industry Regulatory Authority, or FINRA, that resulted in the loss of his FINRA license.
−Removed: In our counterclaims, we are seeking damages in an amount exceeding $0.5 million and an order rescinding any and all agreements that the Solomon Plaintiffs contend entitled them to obtain shares of our stock.
−Removed: On May 12, 2020, the court granted our motion for summary judgment limiting the Solomon Plaintiffs' damages for the Equity Claim to $47,420.
−Removed: The Solomon Plaintiffs filed a notice of appeal of this summary judgment on June 9, 2020.
−Removed: On July 2, 2020, the court granted our motion to dismiss the First Solomon Suit for want of prosecution.
−Removed: On July 31, 2020, the Solomon Plaintiffs filed a motion seeking leave to reargue the court’s decision to dismiss the First Solomon Suit for want of prosecution.
−Removed: On September 27, 2019, the Solomon Plaintiffs filed a new lawsuit (through new legal counsel), or the Second Solomon Suit, titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v.
−Removed: Iovance Biotherapeutics, Inc., f/k/a/ Lion Biotechnologies Inc.
−Removed: f/k/a/ Genesis Biopharma Inc., and Manish Singh in the Supreme Court of the State of New York, County of New York (index no.
−Removed: 655668/2019).
−Removed: In the Second Solomon Suit, the Solomon Plaintiffs allege that they are third party beneficiaries of a “finder’s fee agreement” that prior management entered into with a third party unlicensed entity in 2012 in connection with seeking financing, that an agreement or understanding existed between us and the plaintiffs that the plaintiffs would be paid fees and commissions (in cash and stock) if they obtained financing for us, and that they directly and indirectly introduced investors to us who invested, or were willing to invest in our company.
−Removed: Finally, the Solomon Plaintiffs allege that they were promised a license to use our technology in Israel.
−Removed: The plaintiffs claim that we breached the foregoing understandings, promises and agreements and, as a result, they are entitled to certain damages.
−Removed: The Solomon Plaintiffs also allege that Manish Singh, our former Chief Executive Officer, committed fraud and took shares belonging to them.
−Removed: On February 18, 2020, we filed a removal petition and removed the Second Solomon Suit to the United States District Court for the Southern District of New York, where the case has been assigned case no.
−Removed: 1:20-cv-1391.
−Removed: We have not yet responded to the complaint in the Second Solomon Suit.
−Removed: On May 22, 2020, we moved to dismiss the Second Solomon Suit for lack of personal jurisdiction.
−Removed: We intend to vigorously defend these complaints and pursue our counterclaims, as applicable.
−Removed: At the current stage of the litigation, in both the First Solomon Suit and the Second Solomon Suit, it is not possible to estimate the amount or range of possible loss that might result from an adverse judgment or a settlement of these matters.
−Removed: Litigation Involving Dr.
−Removed: Steven Fischkoff .
−Removed: On June 13, 2017, in an action titled Steven Fischkoff v.
−Removed: Lion Biotechnologies, Inc.
−Removed: and Maria Fardis , Dr.
−Removed: Steven Fischkoff, our former Vice President and Chief Medical Officer, filed a lawsuit against us in the Supreme Court of the State of New York, County of New York.
−Removed: Fischkoff was dismissed by us on March 28, 2017.
−Removed: Fischkoff was terminated “for cause” as that term is defined in his employment agreement.
−Removed: In his complaint, Dr.
−Removed: Fischkoff alleges breaches of his employment agreement and violation of New York Labor Law for failure to pay monies purportedly owed to him, and seeks to recover amounts including severance pay and retention bonus (totaling $300,000), a prorated incentive bonus, and amounts relating to unvested options to 150,000 shares of our common stock, together with prejudgment interest, costs, expenses and attorneys’ fees.
−Removed: On July 5, 2017, we filed a removal petition and removed the lawsuit to the United States District Court for the Southern District of New York, where the case has been assigned case no.
−Removed: 1:17-cv-05041.
−Removed: On July 14, 2017, we filed a partial answer and counterclaims against Dr.
−Removed: Fischkoff, denying his allegations, and alleging breach of contract and related claims, breach of fiduciary duty, and state and federal trade secret misappropriation and related claims, and sought a temporary restraining order and preliminary injunction against Dr.
−Removed: On July 18, 2017, the court issued a temporary restraining order against Dr.
−Removed: Fischkoff requiring him to return our materials, prohibiting him from disclosing or using our company materials, and granting expedited discovery.
−Removed: On June 25, 2018, pursuant to a stipulation between the parties, the court entered a permanent injunction prohibiting Dr.
−Removed: Fischkoff from disclosing, possessing, or using any of our proprietary materials or trade secrets.
−Removed: On July 5, 2018, the court entered an order dismissing two of Dr.
−Removed: Fischkoff’s claims against us and Dr.
−Removed: On October 18, 2018, Dr.
−Removed: Fischkoff amended his complaint to assert a new claim for defamation arising from SEC filings in which we provided the information about this litigation.
−Removed: On August 4, 2020, the parties agreed in principle to a confidential settlement subject to final negotiation and, accordingly, the court dismissed the litigation without prejudice during such negotiation.
−Removed: We intend to vigorously defend against Dr.
−Removed: Fischkoff’s lawsuit and pursue our counterclaims if a settlement is not reached after negotiation.
−Removed: Based on the current stage of the litigation, it is not possible to estimate the amount or range of (i) a possible loss that might result from an adverse judgment or settlement of this action, or (ii) the potential recovery that might result from a favorable judgment or a settlement of this action.
−Removed: Other Matters.
−Removed: In connection with our reincorporation from Nevada to Delaware in 2017, we (as a Delaware corporation) untimely filed a post-effective amendment to adopt a Form S-8 registration statement that we filed (as a Nevada corporation) to register the shares underlying our 2011 Equity Incentive Plan.
−Removed: Before we filed the required post-effective amendment, options to purchase 200,000 shares were exercised under the 2011 Equity Incentive Plan.
−Removed: The effect of the delayed post-effective amendment filing on the 200,000 option shares is uncertain, but the issuance and sale of the shares may not have been in compliance with the Form S-8 registration statement.
−Removed: The existence of any liability to us, and the amount of any such liability as a result of the issuance of the 200,000 shares is uncertain.
−Removed: Accordingly, we have not made any accrual for a potential claim in our condensed consolidated financial statements.
−Removed: We may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of our business.
−Removed: Such matters are subject to many uncertainties and outcomes are not predictable with assurance.
−Removed: We accrue amounts, to the extent they can be reasonably estimated, that we believe are adequate to address any liabilities related to legal proceedings and other loss contingencies that we believe will result in a probable loss.
−Removed: While there can be no assurances as to the ultimate outcome of any legal proceeding or other loss contingency involving us, management does not believe any pending matter will be resolved in a manner that would have a material adverse effect on our financial position, results of operations or cash flows.
+Added: The information in Note 8 to the Condensed Consolidated Financial Statements contained in Part I, Item 1 of this Quarterly Report on Form 10-Q is incorporated herein by reference.
+Added: There are no matters which constitute material pending legal proceedings to which we are a party other than those incorporated into this item by reference from Note 8 to our Condensed Consolidated Financial Statements for the quarter ended September 30, 2020 contained in this Quarterly Report on Form 10-Q.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.