0001104659-20-024830 | 10-K | XBRL Viewer | Iovance Biotherapeutics INC

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Stock-based compensation expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Total stock-based compensation expenses	$ 24,277	$ 20,027	$ 11,968
Research and development
Total stock-based compensation expenses	11,396	9,305	5,270
General and administrative
Total stock-based compensation expenses	$ 12,881	$ 10,722	$ 6,698

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 13,969	$ 82,152
Short-term Investments	293,112	386,371
Prepaid expenses and other assets	9,412	6,851
Total Current Assets	316,493	475,374
Operating lease right-of-use assets	10,695
Property and equipment, net	8,536	2,683
Restricted cash	5,450
Long-term assets	3,481	2,764
Total Assets	344,655	480,821
Current Liabilities
Accounts payable	15,567	2,739
Accrued expenses	16,265	11,659
Operating lease liabilities	7,252
Total Current Liabilities	39,084	14,398
Non-Current Liabilities
Operating lease liabilities	4,248
Other liabilities	2,352	230
Total Non-Current Liabilities	6,600	230
Total Liabilities	45,684	14,628
Stockholders' Equity
Common stock, $0.000041666 par value; 300,000,000 and 150,000,000 shares authorized, 126,411,808 and 123,415,576 shares issued and outstanding as of December 31, 2019 and December 31, 2018, respectively	5	5
Accumulated other comprehensive loss	220	(42)
Additional paid-in capital	869,354	838,984
Accumulated deficit	(570,612)	(372,760)
Total Stockholders' Equity	298,971	466,193
Total Liabilities and Stockholders' Equity	344,655	480,821
Series B Convertible Preferred Stock
Stockholders' Equity
Preferred stock, Value	4	6
Total Stockholders' Equity	$ 4	$ 6

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Condensed Consolidated Statements of Comprehensive Loss
Net Loss	$ (197,556)	$ (123,580)	$ (92,064)
Other comprehensive gain (loss):
Net unrealized gain (loss) on short-term investments	262	(42)	(29)
Comprehensive Loss	$ (197,294)	$ (123,622)	$ (92,093)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	12 Months Ended
EMPLOYEE BENEFIT PLAN (Details) - USD ($) $ in Millions	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
EMPLOYEE BENEFIT PLAN
Defined Contribution Plan, Cost	$ 0.9	$ 0.5	$ 0.3

GENERAL ORGANIZATION AND BUSINESS

12 Months Ended

Dec. 31, 2019

GENERAL ORGANIZATION AND BUSINESS

GENERAL ORGANIZATION AND BUSINESS

NOTE 1. GENERAL ORGANIZATION, BUSINESS AND LIQUIDITY

General Organization and Business

Iovance Biotherapeutics, Inc. (the “Company”, “we”, “us” or “our”) is a clinical-stage biopharmaceutical company focused on the development and commercialization of cell therapies as novel cancer immunotherapy products designed to harness the power of a patient’s own immune system to eradicate cancer cells. Tumor infiltrating lymphocyte or TIL therapy is an autologous cell therapy platform technology that was originally developed by the National Cancer Institute (NCI), which conducted initial clinical trials in diseases such as metastatic melanoma and cervical cancer. The Company has developed a new, shorter manufacturing process for TIL therapy known as Generation 2, or Gen 2, which yields a cryopreserved TIL product. This proprietary and scalable manufacturing method is being further investigated in multiple indications. The Company’s lead product candidates include lifileucel for metastatic melanoma and LN-145 for metastatic cervical cancer. In addition to metastatic melanoma and metastatic cervical cancer, it is investigating the effectiveness and safety of TIL therapy and peripheral blood lymphocyte therapy for the treatment of squamous cell carcinoma of the head and neck, non-small cell lung cancer, and chronic lymphocytic leukemia through its sponsored trials, as well as in other oncology indications through collaborations. On June 1, 2017, the Company reincorporated to become a company governed by Delaware corporation laws.

Liquidity

The Company is currently engaged in the development of therapeutics to fight cancer, specifically solid tumors. The Company currently does not have any commercial products and has not yet generated any revenues from its business. The Company currently does not anticipate that it will generate any revenues from the sale or licensing of any of its product candidates during the 12 months from the date these financial statements are issued. The Company has incurred a net loss of $197.6 million for the year ended December 31, 2019 and used $158.9 million of cash in its operating activities during the year ended December 31, 2019. As of December 31, 2019, the Company had $312.5 million in cash, cash equivalents, short-term investments, and restricted cash ( $14.0 million of cash and cash equivalents, $293.1 million in short-term investments and $5.5 million in restricted cash).

The Company expects to further increase its research and development activities, which will increase the amount of cash used during 2020 and beyond. Specifically, the Company expects continued spending on its current and planned clinical trials, continued expansion of manufacturing activities, including construction of a manufacturing facility, higher payroll expenses as the Company increases its professional and scientific staff, and initiation of pre-commercial activities. Based on the funds the Company has available as of the date these financial statements are issued, the Company believes that it has sufficient capital to fund its anticipated operating expenses and capital expenditures for at least next twelve months from the date these financial statements are issued. The Company has latitude as to the timing and amount of expenditures for its commercial-scale production facility under construction in Philadelphia, Pennsylvania.

Concentrations of Risk

The Company is subject to credit risk from its portfolio of cash equivalents and short-term investments. Under its investment policy, the Company limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company does not believe it is exposed to any significant concentrations of credit risk from these financial instruments. The goals of its investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk and liquidity of investments sufficient to meet cash flow requirements.

STOCK BASED COMPENSATION - Assumptions (Details)	12 Months Ended
STOCK BASED COMPENSATION - Assumptions (Details)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Expected dividend yield	0.00%	0.00%	0.00%
Maximum
Risk-free interest rate	2.59%	2.97%	2.34%
Expected term (years)	6 years 1 month 21 days	6 years 6 months	6 years 6 months
Expected volatility	71.62%	200.28%	209.69%
Minimum
Risk-free interest rate	1.62%	2.27%	1.72%
Expected term (years)	6 years 22 days	5 years 1 month 17 days	5 years 1 month 17 days
Expected volatility	70.63%	167.54%	190.46%

INCOME TAXES

12 Months Ended

Dec. 31, 2019

INCOME TAXES

INCOME TAXES

NOTE 8. INCOME TAXES

Net deferred tax assets (liabilities) are summarized as follows (in thousands):


	As of December 31,
	2019		2018
Deferred income tax asset:
Net operating loss carry forward	$	95,473	$	56,971
Stock-based compensation		8,851		5,823
Tax credit carry forwards		22,711		14,356
Lease liabilities		2,529
Depreciation and amortization		98
Reserves and accruals		1,410		1,049
Deferred tax assets before valuation allowance		131,072		78,199
Less: valuation allowance		(128,720)		(78,146)
Net deferred income tax assets		2,352		53
Deferred tax liabilities:
Depreciation and amortization		(2,352)		(53)
Net deferred tax assets (liabilities)	$	—	$	—

Reconciliation of the effective income tax rate to the U.S. statutory rate is as follows:


	Years ended December 31,
	2019		2018		2017
Federal statutory tax rate	(21)	%	(21)	%	(34)	%
Orphan Drug & Research credits	(4)		(3)		—
Permanent and other differences	1		1		4
Tax rate change	—		—		23
State tax, net of federal benefit	(2)		(1)		—
	(26)	%	(24)	%	(7)	%
Valuation allowance	26	%	24	%	7	%
Effective tax rate	—	%	—	%	—	%

The components of income tax expense (benefit) are as follows (in thousands):


	Years Ended December 31,
	2019		2018		2017
Federal:
Current	$	—	$	—	$	—
Deferred		(47,010)		(28,277)		(7,391)
State and Local
Current		—		—		—
Deferred		(3,564)		(2,020)		944
Change in Valuation Allowance		50,574		30,297		6,447
Total income tax expense (benefit)	$	—	$	—	$	—

The Company had net operating loss carryovers (“NOLs”) for federal and state income tax purposes of approximately $426.8 million and $128.5 million, respectively, as of December 31, 2019. $142.4 million of federal NOLs will expire beginning in 2027, while $284.4 million generated after Tax Reform will have an indefinite life. The state NOLs will expire if unused in years 2031 through 2038.

The Company’s utilization of NOLs is subject to an annual limitation due to ownership changes that have occurred previously or that could occur in the future as provided in Section 382 of the IRC (“Section 382”), as well as similar state provisions. Section 382 limits the utilization of NOLs when there is a greater than 50% change of ownership as determined under the regulations. Since its formation, the Company has raised capital through the issuance of capital stock and various convertible instruments which, combined with the purchasing shareholders’ subsequent disposition of these shares, has resulted in an ownership change as defined by Section 382, and could result in an ownership change in the future upon subsequent disposition.

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2019, 2018, and 2017, the change in the valuation allowance was approximately $50.6 million, $30.3 million, and 6.4 million respectively.

The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of net operating loss carry forward or amount of tax refundable is

reduced) for unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740.

If applicable, interest costs related to the unrecognized tax benefits are required to be calculated and would be classified as income tax expenses in the consolidated statement of operations. Penalties would be recognized as a component of “General and Administrative Expenses” in the consolidated statement of operations.

A reconciliation of the beginning and ending balances of the unrecognized tax benefits during the years ended December 31, 2019, 2018, and 2017 is as follows (in thousands):


	Years Ended December 31,
	2019		2018		2017
Unrecognized benefit - beginning of period	$	6,344	$	4,111	$	—
Gross decreases - prior period tax positions		—		118		2,780
Gross increase current period tax positions		3,694		2,115		1,331
Unrecognized benefit - end of period	$	10,038	$	6,344	$	4,111

No interest or penalties on unpaid tax were recorded during the years ended December 31, 2019, 2018, and 2017, respectively. The Company does not anticipate any significant changes within 12 months of this reporting date of its uncertain tax positions.

The Company files tax returns in the U.S. federal and state jurisdictions. The U.S. federal and U.S. state taxing authorities may choose to audit tax returns for tax years beyond the statute of limitation period due to significant tax attribute carryforwards from prior years, making adjustments only to carryforward attributes. The Company is not currently under examination by income tax authorities in federal, state or other foreign jurisdictions.

RELATED PARTY TRANSACTIONS (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			12 Months Ended
	Sep. 14, 2017	Sep. 14, 2017	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Payments for Legal Services			$ 400	$ 500	$ 700
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award	The granted stock options vest in 12 quarterly installments (with 1/12th of the option shares having vested on the date of grant).
Share-based Compensation			24,277	20,027	11,968
Consulting Agreement
Share-based Compensation			$ 400	$ 700	$ 200
Board of Directors Chairman
Term of consulting agreement (in years)		3 years
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	150	150
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price		$ 7.30
Vesting period		3 years

INCOME TAXES (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Deferred income tax asset:
Net operating loss carry forward	$ 95,473	$ 56,971
Stock-based compensation	8,851	5,823
Tax credit carryforwards	22,711	14,356
Lease liabilities	2,529
Depreciation and Amortization	98
Reserves and accruals	1,410	1,049
Deferred tax assets before valuation allowance	131,072	78,199
Less: valuation allowance	(128,720)	(78,146)
Net deferred income tax assets	2,352	53
Deferred tax liabilities:
Depreciation and amortization	(2,352)	(53)
Net deferred tax assets (liabilities)	$ 0	$ 0

BALANCE SHEET COMPONENTS (Tables)

12 Months Ended

Dec. 31, 2019

BALANCE SHEET COMPONENTS

Schedule of Property, Plant and Equipment


	December 31,		December 31,
	2019		2018
Lab equipment	$	4,530	$	4,160
Leasehold improvements		2,372		1,776
Computer equipment		258		337
Office furniture and equipment		457		263
Construction in progress		5,417		107
Total Property and equipment, cost		13,034		6,643
Less: Accumulated depreciation and amortization		(4,498)		(3,960)
property and equipment, net	$	8,536	$	2,683

Schedule of accrued liabilities


	December 31,		December 31,
	2019		2018
Accrued payroll and employee related expenses	$	6,866	$	4,113
Legal and related services		866		825
Clinical related		4,692		3,424
Manufacturing related		2,184		2,684
Deferred rent - current		—		124
Accrued other		1,657		489
	$	16,265	$	11,659

BALANCE SHEET COMPONENTS - Additional information (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Total Property and equipment, cost	$ 13,034	$ 6,643
Less: Accumulated depreciation and amortization	(4,498)	(3,960)
Property and equipment, net	8,536	2,683
Lab equipment
Total Property and equipment, cost	4,530	4,160
Leasehold improvements
Total Property and equipment, cost	2,372	1,776
Computer equipment
Total Property and equipment, cost	258	337
Office furniture and equipment
Total Property and equipment, cost	457	263
Construction in progress
Total Property and equipment, cost	$ 5,417	$ 107

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Tables)

12 Months Ended

Dec. 31, 2019

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

Schedule of cash, money market funds and short-term investments

Cash equivalents, and short-term investments consist of the following (in thousands):


	December 31,		December 31,
	2019		2018

Cash equivalents - Money market funds	$	10,049	$	25,968
Cash equivalents total	$	10,049	$	25,968

Schedule of cost and fair value of cash equivalents and short-term investments

Cash equivalents in the tables above exclude cash demand deposits of $3.9 million and $56.2 million as of December 31, 2019 and 2018, respectively (in thousands).


	December 31,		December 31,
Short-term Investments	2019		2018
US treasury securities	$	242,249	$	265,393
US government agency securities		50,863		120,978
Short-term investments total	$	293,112	$	386,371

The cost and fair value of cash equivalents and short-term investments at December 31, 2018 and 2019 were as follows (in thousands):


					Gross		Gross
					Unrealized		Unrealized
As of December 31, 2019	Cost		Accretion		Gains		Losses		Fair Value
US treasury securities	$	241,709	$	364	$	179	$	(3)	$	242,249
US government agency securities		50,712		107		44		—		50,863
Total	$	292,421	$	471	$	223	$	(3)	$	293,112


					Gross		Gross
					Unrealized		Unrealized
As of December 31, 2018	Cost		Accretion		Gains		Losses		Fair Value
US treasury securities	$	264,619	$	813	$	19	$	(58)	$	265,393
US government agency securities		120,653		328		21		(24)		120,978
Total	$	385,272	$	1,141	$	40	$	(82)	$	386,371

STOCK BASED COMPENSATION - Exercise price (Details)	12 Months Ended
STOCK BASED COMPENSATION - Exercise price (Details)	Dec. 31, 2019 $ / shares shares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options outstanding, number \| shares	9,494,712
Options outstanding, remaining term	8 years 18 days
Options outstanding, exercise price	$ 12.00
Options exercisable, number \| shares	4,548,959
Options exercisable, remaining term	6 years 11 months 12 days
Options exercisable, exercise price	$ 9.61
$5.05 to $5.87
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	5.05
Options exercise price, upper limit	$ 5.87
Options outstanding, number \| shares	1,086,300
Options outstanding, remaining term	6 years 8 months 16 days
Options outstanding, exercise price	$ 5.56
Options exercisable, number \| shares	945,048
Options exercisable, remaining term	6 years 7 months 24 days
Options exercisable, exercise price	$ 5.56
$5.88 - $7.55
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	5.88
Options exercise price, upper limit	$ 7.55
Options outstanding, number \| shares	1,413,645
Options outstanding, remaining term	6 years 6 months 26 days
Options outstanding, exercise price	$ 7.25
Options exercisable, number \| shares	1,329,098
Options exercisable, remaining term	6 years 6 months 4 days
Options exercisable, exercise price	$ 7.28
$7.56 - $9.10
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	7.56
Options exercise price, upper limit	$ 9.10
Options outstanding, number \| shares	970,107
Options outstanding, remaining term	6 years 10 months 13 days
Options outstanding, exercise price	$ 8.44
Options exercisable, number \| shares	830,055
Options exercisable, remaining term	6 years 7 months 6 days
Options exercisable, exercise price	$ 8.45
$9.11 - $10.69
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	9.11
Options exercise price, upper limit	$ 10.69
Options outstanding, number \| shares	962,900
Options outstanding, remaining term	8 years 8 months 8 days
Options outstanding, exercise price	$ 9.70
Options exercisable, number \| shares	248,689
Options exercisable, remaining term	7 years 7 months 6 days
Options exercisable, exercise price	$ 9.44
$10.70 - $11.15
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	10.70
Options exercise price, upper limit	$ 11.15
Options outstanding, number \| shares	118,950
Options outstanding, remaining term	6 years 5 months 5 days
Options outstanding, exercise price	$ 11.06
Options exercisable, number \| shares	88,750
Options exercisable, remaining term	5 years 5 months 12 days
Options exercisable, exercise price	$ 11.05
$11.16 - $11.26
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	11.16
Options exercise price, upper limit	$ 11.26
Options outstanding, number \| shares	1,574,900
Options outstanding, remaining term	9 years 2 months 1 day
Options outstanding, exercise price	$ 11.26
Options exercisable, remaining term	0 years
$11.27 - $16.50
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	$ 11.27
Options exercise price, upper limit	$ 16.50
Options outstanding, number \| shares	1,283,110
Options outstanding, remaining term	8 years 2 months 19 days
Options outstanding, exercise price	$ 14.93
Options exercisable, number \| shares	719,738
Options exercisable, remaining term	7 years 11 months 12 days
Options exercisable, exercise price	$ 15.23
$16.51 - $19.75
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	16.51
Options exercise price, upper limit	$ 19.75
Options outstanding, number \| shares	1,046,000
Options outstanding, remaining term	8 years 8 months 8 days
Options outstanding, exercise price	$ 17.62
Options exercisable, number \| shares	378,581
Options exercisable, remaining term	8 years 1 month 13 days
Options exercisable, exercise price	$ 17.33
$19.76 - $25.78
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	19.76
Options exercise price, upper limit	$ 25.78
Options outstanding, number \| shares	994,800
Options outstanding, remaining term	9 years 7 months 28 days
Options outstanding, exercise price	$ 21.79
Options exercisable, remaining term	0 years
$25.79 - 117.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options exercise price, lower limit	$ 25.79
Options exercise price, upper limit	$ 117.00
Options outstanding, number \| shares	44,000
Options outstanding, remaining term	8 years 3 months 11 days
Options outstanding, exercise price	$ 42.15
Options exercisable, number \| shares	9,000
Options exercisable, remaining term	1 year 8 months 23 days
Options exercisable, exercise price	$ 99.12

INCOME TAXES - Expense components (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Federal:
Current	$ 0	$ 0	$ 0
Deferred	(47,010)	(28,277)	(7,391)
State and Local
Current	0	0	0
Deferred	(3,564)	(2,020)	944
Change in Valuation Allowance	50,574	30,297	6,447
Total income tax expense (benefit)	$ 0	$ 0	$ 0

INCOME TAXES - Unrecognized benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES
Unrecognized benefit-beginning of period	$ 6,344	$ 4,111	$ 0
Gross decreases-prior period tax positions	0	118	2,780
Gross increases-current period tax positions	3,694	2,115	1,331
Unrecognized benefit-end of period	$ 10,038	$ 6,344	$ 4,111

STOCKHOLDERS' EQUITY - Additional Information (Details) - USD ($)			1 Months Ended			12 Months Ended
	Jun. 10, 2019	Jan. 16, 2019	Oct. 17, 2018	Jan. 31, 2018	Sep. 30, 2013	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Class of Stock [Line Items]
Common stock sold in public offering, net of offering costs (in shares)		17,500			50,000
Stock repurchased (in shares)		32,500
Gross proceeds from issuance of common stock			$ 252,200,000	$ 172,500,000
Proceeds from the issuance of common stock, net			$ 236,700,000	$ 162,000,000.0
Common stock, par or stated value per share	$ 0.000041666					$ 0.000041666	$ 0.000041666
Common stock, shares authorized	150,000,000					300,000,000	150,000,000
Preferred stock, shares authorized						50,000,000
Sale of stock, price per share			$ 9.97	$ 11.50
Other Income
Class of Stock [Line Items]
Proceeds from the issuance of common stock, net		$ 335,000
Common Stock
Class of Stock [Line Items]
Common stock sold in public offering, net of offering costs (in shares)			25,300,000	15,000,000			40,300,000	8,846,154
Common Stock \| Issuance Of Common Stock Upon Conversion Of Preferred Stock
Class of Stock [Line Items]
Conversion of stock, shares issued						2,273,726
Conversion of Stock, shares converted							750,000
Underwriter
Class of Stock [Line Items]
Common stock sold in public offering, net of offering costs (in shares)	300,000,000		3,300,000	1,956,521
Series A Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized						17,000
Preferred stock, shares outstanding						194	194
Conversion of Stock, shares converted						1,500
Common stock available in conversion, shares						97,000	97,000
Series A Convertible Preferred Stock \| Private Placement
Class of Stock [Line Items]
Preferred stock, shares authorized						17,000
Sale of stock, price per share						$ 2.00
Preferred stock, par or stated value per share						$ 1,000
Series B Convertible Preferred Stock
Class of Stock [Line Items]
Preferred stock, shares authorized						11,500,000	11,500,000
Preferred stock, par or stated value per share						$ 0.001	$ 0.001
Convertible price per shares						$ 4.75
Preferred stock, shares outstanding						3,581,119	5,854,845
Conversion of Stock, shares converted						2,273,726	1,523,396
Series B Convertible Preferred Stock \| Common Stock
Class of Stock [Line Items]
Preferred stock, shares outstanding						3,581,119
Conversion of stock, shares issued							5,854,845
Series B Convertible Preferred Stock \| Common Stock \| Issuance Of Common Stock Upon Conversion Of Preferred Stock
Class of Stock [Line Items]
Conversion of stock, shares issued							1,523,396

LEASES - Additional information (Details)										1 Months Ended		12 Months Ended
LEASES - Additional information (Details)	Oct. 24, 2019 USD ($)	Jun. 19, 2019 USD ($) ft²	May 28, 2019 USD ($) ft² item	May 01, 2019 USD ($)	Nov. 02, 2018 USD ($)	Oct. 19, 2018 USD ($) ft²	Apr. 20, 2018 USD ($)	Apr. 28, 2017 USD ($) ft²	Aug. 04, 2016 USD ($) ft²	Jul. 31, 2017 USD ($)	Dec. 31, 2014 ft²	Dec. 31, 2019 USD ($)	May 02, 2019 USD ($) ft²	Jan. 01, 2019 USD ($)	Oct. 31, 2018 ft²	Jun. 05, 2017 USD ($)	Sep. 30, 2016 USD ($) ft²	Apr. 30, 2015 USD ($) ft²
Term of contract (in years)												12 months
Option to extend			option to extend								option to extend
Monthly lease payments												$ 12,293,000
First year												7,821,000
Second year												3,608,000
Lease Expiration Term						30 months
Monthly lease payments												8,600,000
Operating lease liabilities												11,500,000
Operating lease right-of-use assets												10,695,000
Increase in operating lease right-of-use assets												7,800,000
Increase in operating lease liability												$ 8,900,000
Weighted average remaining lease term (in years)												1 year 8 months 26 days
Weighted average discount rate (as a percent)												7.70%
Finance lease term for not yet commenced (in years)												20 years
Tampa Lease
Term of contract (in years)											5 years
Renewal term (in months)											5 years
Monthly lease payments																	$ 20,000	$ 20,500
Area of Land \| ft²											5,115						8,673	6,043
New York Lease
Operating Leases, Rent Expense	$ 4,000			$ 4,000	$ 4,000
New York Lease \| Office Space
Monthly lease payments																$ 9,000
Operating Leases, Rent Expense, Minimum Rentals										$ 18,000
Operating Leases, Rent Expense							$ 7,000
Teradata US, Inc
Area of Land \| ft²								11,449
San Carlos Lease
Additional space of lease \| ft²		8,110
First year		$ 39,000
Second year		$ 40,000
Operating Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate						3.00%
San Carlos Lease \| Land
Monthly lease payments						$ 59,000		$ 26,000	$ 38,000
Lease Expiration Term									54 months
Operating Leases, Rent Expense, Minimum Rentals								$ 26,000
Area of Land \| ft²						12,322			8,733						11,449
San Carlos Lease \| Office Space
Area of Land \| ft²		20,432
Philadelphia Office Lease for first year \| Office Space
Monthly lease payments													$ 2,000
Area of Land \| ft²													1,500
Philadelphia Office Lease for next three Years
Operating Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate													2.50%
Philadelphia Office Lease for next three Years \| Office Space
Monthly lease payments													$ 11,063
Area of Land \| ft²													4,500
Commercial Manufacturing Facility Agreement
Term of contract (in years)			242 months
Renewal term (in months)			359 months
Monthly lease payments			$ 320,000
Number of phases \| item			2
Prior written notice period (in months)			18 months
Minimum annual increase in basis spread on variable rate (as a percent)			2.00%
Maximum annual increase in basis spread on variable rate (as a percent)			75.00%
Operating expenses			$ 53,000
Operating Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate			2.00%
Commercial Manufacturing Facility Agreement \| Office Space
Area of Land \| ft²			136,000
Commercial Manufacturing Facility Agreement for Phase I-A
Term of Phase I-A			160 days
Commercial Manufacturing Facility Agreement for Phase I-A \| Office Space
Area of Land \| ft²			66,000
Commercial Manufacturing Facility Agreement for Phase I-B \| Office Space
Area of Land \| ft²			70,000
ASU 2016-02
Operating lease liabilities														$ 10,700,000
Operating lease right-of-use assets														$ 10,400,000

LEGAL PROCEEDINGS

12 Months Ended

Dec. 31, 2019

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS

NOTE 11. LEGAL PROCEEDINGS

Class Action Lawsuit. On April 10, 2017, the SEC announced settlements with the Company and with other public companies and unrelated parties in the In the Matter of Certain Stock Promotion investigation. The Company's settlement with the SEC is consistent with its previous disclosures (including in its Annual Report on Form 10-K that the Company filed with the SEC on March 9, 2017). 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. Lion Biotechnologies, Inc., et al., case no. 3:17cv2086) against its company and three of its former officers and directors. On April 19, 2017, a second class action complaint (Amra Kuc vs. Lion Biotechnologies, Inc., et al., case no. 3:17-cv-2188) was filed in the same court. 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, its former CEO, and its former investor relations firm that were the subject of the In the Matter of Certain Stock Promotions investigation. On July 20, 2017, the plaintiff in the Kuc case filed a notice to voluntarily dismiss that case. The court entered an order dismissing the Kuc complaint on July 21, 2017. On July 26, 2017, the court appointed a movant as lead plaintiff. On September 8, 2017, the lead plaintiff filed an amended complaint (Jay Rabkin v. Lion Biotechnologies, Inc., et al., case no. 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 its former investor relations firm that were the subject of the In the Matter of Certain Stock Promotions SEC investigation. On February 5, 2018, the court entered an order dismissing two of plaintiff’s six claims. As the result of mediation, on September 28, 2018, lead plaintiff filed an unopposed motion for settlement, the cost of which, if approved, is expected to be borne by the Company’s insurance carrier and would result in no loss to the Company. The court gave preliminary approval to the proposed settlement on November 30, 2018, and the final hearing is currently scheduled for April 12, 2019.

Derivative Lawsuits. On December 15, 2017, a purported stockholder derivative complaint was filed by plaintiff Kevin Fong against the Company, as nominal defendant, and certain of its current and former officers and directors, and others, as defendants, in the U.S. District Court for the District of Delaware (case no. 1:17-cv-1806). 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 its April 10, 2017 settlement thereof, and seeks unspecified damages on behalf of the Company and injunctive relief. On March 28, 2018, a purported stockholder derivative complaint was filed by plaintiff Nazeer Khaleeluddin on behalf of the Company, against the Company, as nominal defendant, and certain of the Company’s current and former officers and directors, and others, as defendants, in the U.S. District Court for the District of Delaware (case no. 1:18-cv-00469). The complaint alleges, among other things, violations of securities law, breach

of fiduciary duty, aiding and abetting, waste of corporate assets, and unjust enrichment. The complaint is based on claims arising from the SEC’s investigation in the In the Matter of Certain Stock Promotions investigation and the Company’s April 10, 2017 settlement thereof, and seeks unspecified damages on behalf of the Company and injunctive relief. On May 1, 2018, the court consolidated this case with the aforementioned purported stockholder derivative case filed by plaintiff Kevin Fong. The consolidated case is titled In re Iovance Biotherapeutics, Inc. Stockholder Derivative Litigation (lead case no. 17-cv-1806). On January 28, 2020, the parties reached a proposed settlement, which is currently awaiting preliminary approval by the court. The terms of the settlement will be disseminated to shareholders as part of the notice process for the settlement if preliminary approval is granted. If the proposed settlement is given final approval by the court, the Company does not expect to incur any significant costs or expenses in connection with this settlement. Based on the current stage of the litigation, and the uncertainty of final approval by the court, 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.

Solomon Capital, LLC. On April 8, 2016, a lawsuit titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v. Lion Biotechnologies, Inc. was filed by Solomon Capital, LLC, Solomon Capital 401(k) Trust, Solomon Sharbat and Shelhav Raff against the Company in the Supreme Court of the State of New York, County of New York (index no. 651881/2016) (the "First Solomon Suit"). The plaintiffs allege that, between June and November 2012, they provided to the Company $0.1 million and that they advanced and paid on behalf of the Company an additional $0.2 million. The complaint further alleges that the Company 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), and (iii) allow the plaintiffs to convert the foregoing funds into its securities in the next transaction. The plaintiffs allege that they should have been able to convert their advances and payments into shares of the Company's common stock in the restructuring that took effect in May 2013. Based on the foregoing, the plaintiffs allege causes for breach of contract and unjust enrichment and demand judgment against the Company in an unspecified amount exceeding $1.5 million, plus interest. The Company has 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 ("FINRA") that resulted in the loss of his FINRA license. In our counterclaims, the Company are seeking damages in an amount exceeding $0.5 million and an order rescinding any and all agreements that the plaintiffs contend entitled them to obtain shares of Company stock. No trial date has been set for the lawsuit.

On September 27, 2019, the Solomon Plaintiffs filed a new lawsuit (through new legal counsel) titled Solomon Capital, LLC, Solomon Capital 401(K) Trust, Solomon Sharbat and Shelhav Raff v. Iovance Biotherapeutics, Inc., f/k/a/ Lion Biotechnologies Inc. 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. 655668/2019) (the “Second Solomon Suit”). 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 the Company and the plaintiffs that the plaintiffs would be paid fees and commissions (in cash and stock) if they obtained financing for the Company, and that they directly and indirectly introduced investors to the Company who invested, or were willing to invest. Finally, the Solomon Plaintiffs allege that they were promised a license to use the Company’s technology in Israel. The plaintiffs claim that the Company breached the foregoing understandings, promises and agreements and, as a result, they are entitled to certain damages. The Solomon Plaintiffs also allege that Manish Singh, the Company’s former Chief Executive Officer, committed fraud and took shares belonging to them. On February 18, 2020, the Company 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. 1:20-cv-1391. The Company has not yet responded to the complaint in the Second Solomon Suit.

The Company intends to vigorously defend these complaints and pursue its counterclaims, as applicable. 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.

Litigation Involving Dr. Steven Fischkoff. On June 13, 2017, in an action titled Steven Fischkoff v. Lion Biotechnologies, Inc. and Maria Fardis, Dr. Steven Fischkoff, the Company’s former Vice President and Chief Medical Officer, filed a lawsuit against the Company in the Supreme Court of the State of New York, County of New York. Dr. Fischkoff was dismissed by the Company on March 28, 2017. Dr. Fischkoff was terminated “for cause” as that term is defined in his employment agreement. In his complaint, Dr. 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 the Company's common stock, together with prejudgment

interest, costs, expenses and attorneys’ fees. On July 5, 2017, the Company 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. 1:17-cv-05041. On July 14, 2017, the Company filed a partial answer and counterclaims against Dr. 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. Fischkoff. On July 18, 2017, the court issued a temporary restraining order against Dr. Fischkoff requiring him to return the Company's materials, prohibiting him from disclosing or using the Company’s materials, and granting expedited discovery. On June 25, 2018, pursuant to a stipulation between the parties, the court entered a permanent injunction prohibiting Dr. Fischkoff from disclosing, possessing, or using any of the Company’s proprietary materials or trade secrets. On July 5, 2018, the court entered an order dismissing two of Dr. Fischkoff’s claims against the Company and Dr. Fardis. On October 18, 2018, Dr. Fischkoff amended his complaint to assert a new claim for defamation arising from SEC filings in which the Company provided the information about this litigation. No trial date has been set in this matter, and the parties are currently engaged in fact discovery.

The Company intends to vigorously defend against Dr. Fischkoff’s lawsuit and pursue the Company’s counterclaims. 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.

Other Matters. During the second quarter of 2016, warrants representing 128,500 shares were exercised. The 128,500 shares of common stock had previously been registered for re-sale. However, the Company believes that these 128,500 warrant shares were sold by the holders in open market transactions in May 2016 at a time when the registration statement was ineffective. Accordingly, those sales were not made in accordance with Sections 5 and 10(a)(3) of the Securities Act of 1933, as amended, and the purchasers of those shares may have rescission rights (if they still own the shares) or claims for damages (if they no longer own the shares). The amount of any such liability is uncertain and as such, an accrual for any potential loss has not been made. The Company believes that any claims brought against it would not result in a material impact to the Company’s financial position or results of operations. The Company has not accrued a loss for a potential claim associated with this matter as it is unable to estimate any at this time.

In connection with the Company’s reincorporation from Nevada to Delaware in 2017, the Company (as a Delaware corporation) untimely filed a post-effective amendment to adopt a Form S-8 registration statement that the Company filed (as a Nevada corporation) to register the shares underlying the Company’s 2011 Equity Incentive Plan. Before the Company filed the required post-effective amendment, options to purchase 200,000 shares were exercised under the 2011 Equity Incentive Plan. 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. The existence of any liability to the Company, and the amount of any such liability to the Company, as a result of the issuance of the 200,000 shares is uncertain. Accordingly, no accrual for a potential claim has been made by the Company in its financial statements.

The Company may be involved, from time to time, in legal proceedings and claims arising in the ordinary course of its business. Such matters are subject to many uncertainties and outcomes are not predictable with assurance. The Company accrues amounts, to the extent they can be reasonably estimated, that it believes are adequate to address any liabilities related to legal proceedings and other loss contingencies that it believes will result in a probable loss. While there can be no assurances as to the ultimate outcome of any legal proceeding or other loss contingency involving the Company, management does not believe any pending matter will be resolved in a manner that would have a material adverse effect on its financial position, results of operations or cash flows.

STOCK BASED COMPENSATION - Stock Options (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Number of Options
Outstanding, ending balance	9,494,712
Options exercisable, number	4,548,959
Weighted Average Exercise Price
Outstanding, ending balance	$ 12.00
Options exercisable, exercise price	$ 9.61
Weighted Average Remaining Contractual Life
Options outstanding, remaining term	8 years 18 days
Options exercisable, remaining term	6 years 11 months 12 days
Stock option
Number of Options
Outstanding, beginning balance	6,889,287	6,072,368	6,233,150
Issued	4,166,600	2,960,620	2,188,800
Exercised	(727,492)	(1,336,514)	(1,011,284)
Expired/Forfeited	(833,683)	(807,187)	(1,338,298)
Outstanding, ending balance	9,494,712	6,889,287	6,072,368
Options exercisable, number	4,548,959
Weighted Average Exercise Price
Outstanding, beginning balance	$ 10.25	$ 7.42	$ 7.24
Exercise price (in dollars per share)	14.73	14.73	6.68
Exercised	8.85	7.45	5.55
Expired/Forfeited	13.87	10.04	6.79
Outstanding, ending balance	12.00	$ 10.25	$ 7.42
Options exercisable, exercise price	$ 9.61
Weighted Average Remaining Contractual Life
Options outstanding, remaining term	8 years 18 days
Options exercisable, remaining term	6 years 11 months 12 days
Aggregate Intrinsic Value
Outstanding, end of period	$ 149,493
Exercisable	$ 82,864

STOCK BASED COMPENSATION

12 Months Ended

Dec. 31, 2019

STOCK BASED COMPENSATION

STOCK BASED COMPENSATION

NOTE 6. STOCK BASED COMPENSATION

Stock Plans

On October 14, 2011, the Company adopted the 2011 Equity Incentive Plan (the “2011 Plan”). Employees, directors, consultants and advisors of the Company are eligible to participate in the 2011 Plan. The 2011 Plan initially had 180,000 shares of common stock reserved for issuance in the form of incentive stock options, non-qualified options, common stock, and grant appreciation rights. The 2011 Plan was not approved by the Company’s stockholders within the required one-year period following its adoption and, accordingly, no incentive stock options can be granted under that plan. In August 2013, the Company’s Board of Directors and a majority of the Company’s stockholders approved an amendment to increase the number of shares available under the 2011 Plan from 180,000 shares to 1,700,000 shares, and an amendment to increase the number options or other awards that can be granted to any one person during a twelve (12) month period from 50,000 shares to 300,000 shares. The foregoing amendment to the 2011 Plan became effective in September 2013. On August 20, 2014, the Company’s Board of Directors amended the 2011 Plan to increase the number of shares available for issuance upon the exercise of stock options under the 2011 Plan from 1,700,000 to 1,900,000 shares, effective immediately. At December 31, 2019, 151,240 shares were available for future grant under the 2011 Plan.

On September 19, 2014, the Company’s Board of Directors adopted the Iovance Biotherapeutics, Inc. 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan was approved by the Company’s stockholders at the Company’s 2014 Annual Meeting of Stockholders held in November 2014. The 2014 Plan, as approved by the stockholders, authorized the issuance up to an aggregate of 2,350,000 shares of the Company’s common stock. On April 10, 2015, the Board amended the 2014 Plan to increase the total number of shares that can be issued under the 2014 Plan to 4,000,000 shares of the Company’s common stock. The increase in shares available for issuance under the 2014 Plan was approved by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders in June 2015.

On August 16, 2016, the Company’s stockholders approved an increase in the total number of shares that can be issued under the 2014 Plan to 9,000,000 shares of the Company’s common stock. At December 31, 2019, 174,292 shares were available for grant under the Company’s 2014 Plan.

On April 22, 2018, the Board of Directors adopted the Iovance Biotherapeutics, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan was approved by the Company’s stockholders at the annual meeting of stockholders held in June 2018. The 2018 Plan as approved by the stockholders authorized the issuance up to an aggregate of 6,000,000 shares of common stock reserved for issuance in the form of incentive (qualified) stock options, non-qualified options, common stock, stock appreciation rights, restricted stock awards, restricted stock units, other stock-based awards, other cash-based awards or any combination of the foregoing. At December 31, 2019, 3,297,600 shares of common stock were available for grant under the Company’s 2018 Plan.

Restricted Stock Units

On June 1, 2016, the Company entered into a restricted stock unit agreement with the Company’s new Chief Executive Officer, Maria Fardis, Ph.D., pursuant to which the Company granted Dr. Fardis 550,000 non-transferrable restricted stock units at fair market value of $5.87 per share as an inducement of employment pursuant to the exception to The Nasdaq Global Market rules that generally require stockholder approval of equity incentive plans. The 550,000 restricted stock units vest in installments as follows: (i) 137,500 restricted stock units vested upon the first anniversary of the effective date of Dr. Fardis’ employment agreement; (ii) 275,000 restricted stock units vest upon the satisfaction of certain clinical trial milestones; and (iii) 137,500 restricted stock units vest in equal monthly installments over the 36-month period following the first anniversary of the effective date of Dr. Fardis’ employment, provided that Dr. Fardis has been continuously employed with the Company as of such vesting dates. At December 31, 2019, 22,916 restricted stock units remained unvested.

Stock-based compensation expense for restricted stock units are measured based on the closing fair market value of the Company's common stock on the date of grant. The stock-based compensation expenses relating to restricted stock units were $0.3 million, $0.3 million, and $1.1 million for the years ended December 31, 2019, 2018, and 2017, respectively, recorded as part of general and administrative expenses.

As of December 31, 2019, $0.1 million of total unrecognized compensation costs related to non-vested restricted stock units to be recognized over a weighted average period of 0.42 years.

Stock Options

A summary of the status of stock options at December 31, 2019, and the changes during the three years then ended, is presented in the following table:


				Weighted
		Weighted		Average	Aggregate
	Number	Average		Remaining	Intrinsic
	of	Exercise		Contractual	Value
	Options	Price		Life	(in thousands)
Outstanding at January 1, 2017	6,233,150	$	7.24
Issued	2,188,800		6.68
Exercised	(1,011,284)		5.55
Expired/Cancelled	(1,338,298)		6.79
Outstanding at December 31, 2017	6,072,368	$	7.42
Issued	2,960,620		14.73
Exercised	(1,336,514)		7.45
Expired/Cancelled	(807,187)		10.04
Outstanding at December 31, 2018	6,889,287	$	10.25
Issued	4,166,600		14.73
Exercised	(727,492)		8.85
Expired/Cancelled	(833,683)		13.87
Outstanding at December 31, 2019	9,494,712	$	12.00	8.05 years	$	149,493
Exercisable at December 31, 2019	4,548,959	$	9.61	6.95 years	$	82,864

The Company recorded stock-based compensation expenses related to stock options of $24.0 million, $19.8 million, and $10.9 million for the years ended December 31, 2019, 2018, and 2017, respectively. As of December 31, 2019, there was $41.2 million of total unrecognized compensation expenses related to non-vested employee options to be recognized over a weighted average period of 1.97 years.

The weighted average grant date fair value for employee options granted under the Company's stock option plans during the years ended December 31, 2019, 2018, and 2017 was $9.48, $14.44, and $6.58 per option respectively.

The aggregate intrinsic value in the table above reflects the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of the year ended December 31, 2019 and the exercise price of the options, multiplied by the number of in-the-money stock options) that would have been received by the option holders had all option holders exercised their options on December 31, 2019. The intrinsic value of the Company’s stock options changes based on the closing price of the Company’s common stock.

The total pre-tax intrinsic value of stock options exercised during the year ended December 31, 2019, 2018, and 2017 were $5.3 million, $2.3 million, and $2.6 million, respectively.

The following table summarizes the assumptions relating to options granted pursuant to the Company’s equity incentive plans for the years ended December 31, 2019, 2018, and 2017:


	Years Ended December 31,
	2019	2018	2017
Expected dividend yield	0%	0%	0%
Risk-free interest rate	2.59% - 1.62%	2.97% - 2.27%	2.34% - 1.72%
Expected term (in years)	6.14 - 6.06	6.50 - 5.13	6.50 - 5.13
Expected volatility	71.62% - 70.63%	200.28% - 167.54%	209.69% - 190.46%

Expected Dividend Yield —The Company has never paid dividends and does not expect to pay dividends in the foreseeable future.

Risk-Free Interest Rate —The risk-free interest rate was based on the market yield currently available on United States Treasury securities with maturities approximately equal to the option’s expected term.

Expected Term —The expected term of the stock option grants was calculated based on historical exercises, cancellations, and forfeitures of stock options and outstanding option shares

Expected Volatility —The expected volatility is based on the historical volatility for the Company's stock over a period equal to the expected terms of the options.

Forfeiture Rate —The Company recognizes forfeitures as they occur.

Each of the inputs discussed above is subjective and generally requires significant management judgment.

A summary of outstanding and exercisable stock options as of December 31, 2019 is as follows:


	Options Outstanding				Options Exercisable
		Weighted				Weighted
		Average	Weighted			Average	Weighted
		Remaining	Average			Remaining	Average
Range of Exercise	Number of	Contractual	Exercise Price		Number of	Contractual	Exercise Price
Prices	Shares	Life	Per Share		Shares	Life	Per Share
$5.05 - $5.87	1,086,300	6.71	$	5.56	945,048	6.65	$	5.56
$5.88 - $7.55	1,413,645	6.57		7.25	1,329,098	6.51		7.28
$7.56 - $9.10	970,107	6.87		8.44	830,055	6.60		8.45
$9.11 - $10.69	962,900	8.69		9.70	248,689	7.60		9.44
$10.70 - $11.15	118,950	6.43		11.06	88,750	5.45		11.05
$11.16 - $11.26	1,574,900	9.17		11.26	—	—		—
$11.27 - $16.50	1,283,110	8.22		14.93	719,738	7.95		15.23
$16.51 - $19.75	1,046,000	8.69		17.62	378,581	8.12		17.33
$19.76 - $25.78	994,800	9.66		21.79	—	—		—
$25.79 - 117.00	44,000	8.28		42.15	9,000	1.73		99.12
	9,494,712	8.05	$	12.00	4,548,959	6.95	$	9.61

Restricted Common Stock Awards

There were no unvested restricted common stock awards as of December 31, 2019, 2018, and 2017. During the year ended December 31, 2019, 2018 and 2017, no expense was recognized in connection with these awards.

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Policies)

12 Months Ended

Dec. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Cash, Cash Equivalents, and Short-term Investments

The Company’s cash and cash equivalents include short-term investments with original maturities of three months or less when purchased. The Company's short-term investments are classified as “available-for-sale”. The Company includes these investments in current assets and carries them at fair value. Unrealized gains and losses on available-for-sale securities are included in accumulated other comprehensive loss. The cost of debt securities is adjusted for the amortization of premiums and accretion of discounts to maturity. Such amortization and accretion are included in net interest income in the consolidated statements of operations. Gains and losses on securities sold are recorded based on the specific identification method and are included in net interest income in the consolidated statements of operations. The Company has not incurred any realized gains or losses from sales of securities to date. The Company’s investment policy limits investments to certain types of instruments such as certificates of deposit, money market instruments, obligations issued by the U.S. government and U.S. government agencies as well as corporate debt securities, and places restrictions on maturities and concentration by type and issuer.

Restricted Cash

The Company maintains a certain minimum balance, currently $5.5 million in a segregated bank account in connection with a letter of credit for the benefit of the landlord for its commercial manufacturing facility used as a security deposit for the lease (See Note 10 - Leases). This amount is classified as Restricted Cash on the Balance Sheet. The letter of credit will expire on May 28, 2020, however, it will be automatically extended, without written agreement, for one-year periods to May 28 in each succeeding calendar year, through at least 60 days after the lease expiration date. Further, on the expiration of the seventh year of the lease, and each anniversary date thereafter, the letter of credit may be decreased by $1.0 million, with a minimum security deposit of $1.5 million maintained through the end of the lease term. As of December 31, 2019, restricted cash consisted of $5.5 million and this amount has been classified as a non-current asset on the Company’s consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents, and restricted cash, reported within the consolidated balance sheets that sum to the total of the same such amounts shown in the consolidated statements of cash flows:


	December 31,		December 31,		December 31,
	2019		2018		2017

Cash	$	13,969	$	82,152	$	145,373
Restricted cash (included in non-current assets on the consolidated balance sheets)		5,450		—		—
Total cash, cash equivalents and restricted cash	$	19,419	$	82,152	$	145,373

Property and Equipment, net

Property and equipment is stated at cost, net of accumulated depreciation and amortization. The cost of property and equipment is depreciated or amortized on the straight-line method over the following estimated useful lives:

Computer equipment		2 years
Office furniture and equipment		5 years
Lab equipment		5 years
Leasehold improvements		Lesser of the remaining economic life of the asset or the lease-term

Expenditures for maintenance and repairs are charged to operations as incurred while renewals and betterments are capitalized. Gains and losses on disposals are included within operating expenses in the consolidated statements of operations.

Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. If there is indication of impairment, management prepares an estimate of future undiscounted cash flows expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. For the years ended December 31, 2019, 2018, and 2017, the Company did not recognize any impairments for its property and equipment.

Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

Diluted net loss per share is computed by dividing the net loss by the sum of the weighted average number of shares of common stock outstanding and the dilutive common stock equivalent shares outstanding during the period. The Company’s potentially dilutive common stock equivalent shares, which include incremental common shares issuable upon (i) the exercise of outstanding stock options and warrants (ii) vesting of restricted stock units and restricted stock awards, and (iii) conversion of preferred stock, are only included in the calculation of diluted net loss per share when their effect is dilutive.

At December 31, 2019, 2018, and 2017, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive.


	As of December 31,
	2019	2018	2017
Stock options	9,494,712	6,889,287	6,072,368
Warrants	—	—	6,301,216
Series A Convertible Preferred*	97,000	97,000	847,000
Series B Convertible Preferred*	3,581,119	5,854,845	7,378,241
Restricted stock units	22,916	68,742	114,582
	13,195,747	12,909,874	20,713,407

*on an as-converted basis

The dilutive effect of potentially dilutive securities would be reflected in diluted earnings per common share by application of the treasury stock method. Under the treasury stock method, an increase in the fair market value of the Company's common stock could result in a greater dilutive effect from potentially dilutive securities.

Fair Value Measurements

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged, or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied.

Assets and liabilities recorded at fair value in the Company’s financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels directly related to the amount of subjectivity associated with the inputs to fair valuation of these assets and liabilities, are as follows:

Level 1—These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access.

Level 2—These are investments where values are based on quoted market prices in markets that are not active or model derived valuations in which all significant inputs are observable in active markets

The Company does not have fair valued assets classified under Level 2 as of December 31, 2019 and 2018.

Level 3—These are financial instruments where values are derived from techniques in which one or more significant inputs are unobservable.

The Company does not have fair valued assets classified under Level 3 as of December 31, 2019 and 2018.

The Company’s financial instruments consist of cash and cash equivalents and short-term investments, all of which are reported at their respective fair value on its consolidated balance sheets.

As of December 31, 2019 and 2018, financial assets measured at fair value on a recurring basis are categorized in the table below based upon the lowest level of significant input to the valuations (in thousands):


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
US treasury securities	$	242,249	$	—	$	—	$	242,249
US government agency securities		50,863		—		—		50,863
Total	$	293,112	$	—	$	—	$	293,112


	Assets at Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
US treasury securities	$	265,393	$	—	$	—	$	265,393
US government agency securities		120,978		—		—		120,978
Total	$	386,371	$	—	$	—	$	386,371

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the assumptions made in valuing stock instruments issued for services and used in measuring operating right-of-use assets and operating lease liabilities, valuation of short-term investments, accounting for potential liabilities, and the valuation allowance associated with the Company’s deferred tax assets.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Iovance Biotherapeutics, Inc. and its wholly-owned subsidiary, Iovance Biotherapeutics GmbH. All intercompany accounts and transactions have been eliminated. The U.S. dollar is the functional currency for all the Company's consolidated operations.

Leases

The Company determines if an arrangement includes a lease at inception. Operating leases are included in its consolidated balance sheet as Operating lease right-of-use assets and Operating lease liabilities as of December 31, 2019. Operating lease right-of-use assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. In determining the net present value of lease payments, the Company uses an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date or the date of adoption of Accounting Standard Update (ASU) No. 2016-02 and ASU No. 2018-10, Leases (together “Topic 842”). The operating lease right-of-use assets also include any lease payments made less lease incentives. The Company’s leases may include options to extend or terminate the lease, which is considered in the lease term when it is reasonably certain that the Company will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. The Company has elected not to apply the recognition requirements of Topic 842 for short-term leases.

For lease agreements entered into after the adoption of Topic 842 that include lease and non-lease components, such components are generally accounted for separately.

Prior period amounts continue to be reported in accordance with the Company's historic accounting under previous lease guidance, Topic 840. See “Recently Adopted Accounting Standards - Leases” below, for more information about the impact of the adoption on Topic 842.

Stock-Based Compensation

The Company periodically grants stock options to employees in non-capital raising transactions as compensation for services rendered. The Company accounts for stock option grants to employees based on the authoritative guidance provided by the FASB where the value of the award is measured on the date of grant and recognized over the vesting period. Upon the adoption of ASU No. 2018-07, Compensation-Stock Compensation (“Topic 718”), the Company accounts for stock option grants to non-employees in a similar manner as stock option grants to employees except for the term used in the grant date fair value, therefore no longer requiring a re-measurement at the then-current fair values at each reporting date until the share options have vested. The nonemployee awards that contain a performance condition that affects the quantity or other terms of the award are measured based on the outcome that is probable.

The fair value of the Company's common stock option grants is estimated using a Black-Scholes option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. The stock-based compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model. The assumptions used in the Black-Scholes option pricing model could materially affect compensation expense recorded in future periods.

The Company has in the past issued restricted stock units (RSU) and restricted stock awards (RSA) as part of its share-based compensation programs. The Company measures the compensation cost with respect to RSUs and RSAs issued to employees based upon the estimated fair value of the equity instruments at the date of the grant, which is recognized as an expense over the period during which an employee is required to provide services in exchange for the awards.

The fair value of RSUs and RSAs is based on the closing price of the Company’s common stock on the grant date.

Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded on the consolidated statements of operations as follows (in thousands):


	Years Ended December 31,
	2019		2018		2017
Research and development	$	11,396	$	9,305	$	5,270
General and administrative		12,881		10,722		6,698
Total stock-based compensation expense	$	24,277	$	20,027	$	11,968

Total stock-based compensation broken down based on each individual instrument was as follows (in thousands):


	Years Ended December 31,
	2019		2018		2017
Stock option expense	$	23,964	$	19,758	$	10,862
Restricted stock award expense		—		—		34
Restricted stock unit expense		313		269		1,072
Total stock-based compensation expense	$	24,277	$	20,027	$	11,968

Research and Development Expenses

Research and development expenses include personnel and facility-related expenses, outside contracted services including clinical trial costs, manufacturing and process development costs, research costs and other consulting services. Research and development costs are expensed as incurred. Nonrefundable advance payments for goods or services that will be used or rendered for future

research and development activities are deferred and amortized over the period that the goods are delivered, or the related services are performed, subject to an assessment of recoverability.

Clinical development costs are a significant component of research and development expenses. The Company has a history of contracting with third parties that perform various clinical trial activities on its behalf in connection with the ongoing development of its product candidates. The financial terms of these contracts are subject to negotiations and may vary from contract to contract and may result in uneven payment flow. The Company accrues and expenses costs for clinical trial activities performed by third parties based upon estimates of the percentage of work completed over the life of the individual trial in accordance with agreements established with contract research organizations and clinical trial sites. The Company determines its estimates through discussions with internal clinical personnel and outside service providers as to the progress or stage of completion of trials or services and the agreed upon fee to be paid for such services.

General and Administrative Expenses

General and administrative expenses consist primarily of salaries and other related costs, including stock-based compensation, for personnel in executive, finance, accounting, legal, investor relations, facilities, business development, marketing, commercial and human resources functions. Other significant costs include facility costs not otherwise included in research and development expenses, sublicense royalty expenses, legal fees relating to corporate matters, insurance, public company expenses relating to maintaining compliance with Nasdaq listing rules and Securities and Exchange Commission (“SEC”) requirements, investor relations costs, and fees for accounting and consulting services. General and administrative costs are expensed as incurred, and the Company accrues for services provided by third parties related to the above expenses by monitoring the status of services provided and receiving estimates from its service providers and adjusting its accruals as actual costs become known.

Income taxes

Income Taxes

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented.

Concentrations

The Company is subject to credit risk from its portfolio of cash equivalents and short-term investments. Under its investment policy, it limits amounts invested in such securities by credit rating, maturity, industry group, investment type and issuer, except for securities issued by the U.S. government. The Company is not exposed to any significant concentrations of credit risk from these financial instruments. The goals of its investment policy, in order of priority, are as follows: safety and preservation of principal and diversification of risk; liquidity of investments sufficient to meet cash flow requirements; and a competitive after-tax rate of return. The Company maintains cash, cash equivalents and short-term investment balances at three financial institutions. At times, the amounts on deposit may exceed the federally insured limits. Management believes that the financial institutions which hold its cash are financially sound and, accordingly, minimal credit risk exists. As of December 31, 2019, and 2018, respectively, the Company’s cash balances were in excess of insured limits maintained at the financial institutions.

Preferred Stock

The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Preferred shares subject to mandatory redemption are classified as liability instruments and are

measured at fair value. Conditionally redeemable preferred shares (including preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, preferred shares are classified as stockholders’ equity.

Convertible Instruments

The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free-standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in results of operations.

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

The Company also records, when necessary, deemed dividends for the intrinsic value of the conversion options embedded in preferred stock based upon the difference between the fair value of the underlying common stock at the commitment date of the transaction and the effective conversion price embedded in the preferred stock.

Recent Accounting Standards

Leases

On January 1, 2019, the Company adopted Topic 842, which establishes a new lease accounting method for lessees. The updated guidance requires an entity to recognize assets and liabilities arising from a lease for both financing and operating leases, along with additional qualitative and quantitative disclosures. The Company elected the package of practical expedients requiring no reassessment of whether any expired or existing contracts are or contain leases, the lease classification of any expired or existing leases, or initial direct costs for any existing leases. The standard had a material impact on its consolidated balance sheets by recognizing Operating lease right-of-use assets and Operating lease liabilities for operating leases but did not have an impact on its consolidated statement of operations or cash flows. The adoption of Topic 842 resulted in recognition of Operating lease right-of-use assets of $10.4 million, $4.9 million of Operating lease liabilities - current, and $5.8 million of Operating lease liabilities - noncurrent as of January 1, 2019, the date of adoption.

Improvements to Nonemployee Share-Based Payment Accounting

On January 1, 2019, the Company adopted Topic 718, which eliminates the separate accounting method for nonemployee share-based payment awards and requires companies to account for share-based payment transactions with nonemployees in the same manner as share-based payment transactions with employees except for the term used in the grant date fair value. Under the new guidance, nonemployee share-based payment transactions are measured at the grant-date fair value and are no longer remeasured at the then-current fair values at each reporting date until the share options have vested. The guidance requires a modified-retrospective approach in transition. The Company compared the cumulative amounts that were recorded for its nonemployee share-based payments through December 31, 2018 immediately preceding the date of adoption to the cumulative amounts that should be recognized at the adoption date and recognized a cumulative effect of the transition adjustment of $0.3 million to retained earnings as of the date of adoption, January 1, 2019.

Fair Value Measurements Disclosure

In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820): Disclosure Framework- Changes to the Disclosure Requirements for Fair Value Measurement, which eliminates disclosure requirement regarding transfers between level 1 and level 2 of the fair value of hierarchy, however, adds disclosure requirements on the range and weighted average used to develop

significant unobservable inputs for level 3 fair value measurements. The Company adopted the guidance on January 1, 2019, however, there was no adjustment required to its disclosures as it did not have fair value assets classified under level 2 or 3 as of December 31, 2019 and 2018.

Financial Instruments

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses, and also issued subsequent amendments to the initial guidance, ASU 2018-19, ASU 2019-04, ASU 2019-05, and ASU 2019-11 (collectively, Topic 326), to introduce a new impairment model for recognizing credit losses on financial instruments based on an estimate of current expected credit losses (CECL). Under Topic 326, an entity is required to estimate CECL on available-for-sale (AFS) debt securities only when the fair value is below the amortized cost of the asset and is no longer based on an impairment being “other-than-temporary”. Topic 326 also requires the impairment calculation on an individual security level and requires an entity use present value of cash flows when estimating the CECL. The credit-related losses are required to be recognized through earnings and non-credit related losses are reported in other comprehensive income. In April 2019, the FASB further clarified the scope of Topic 326 and addressed issues related to accrued interest receivable balances, recoveries, variable interest rates and prepayment. Topic 326 will be effective for public entities in fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The new guidance will require modified retrospective application to all outstanding instruments, with a cumulative effect adjustment recorded to opening retained earnings as of the beginning of the first period in which the guidance becomes effective. The Company will adopt this guidance on January 1, 2020, however, the Company does not believe the adoption of this new guidance will have any material impact on its consolidated financial statements.

Cloud Computing Arrangements

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15), to help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement (hosting arrangement) by providing guidance for determining when the arrangement includes a software license. The guidance provided generally means that an intangible asset is recognized for the software license and, to the extent that the payments attributable to the software license are made over time, a liability also is recognized. If a cloud computing arrangement does not include a software license, the entity should account for the arrangement as a service contract. This generally means that the fees associated with the hosting element (service) of the arrangement are expensed as incurred. ASU 2018-15 is effective for fiscal years beginning subsequent to December 15, 2019. The Company plans to adopt this guidance on January 1, 2020, and believes it will have a material impact on its consolidated balance sheets and statements of operations during 2020 by deferring recognition of costs as it prepares to invest in information technology infrastructure for its commercial manufacturing build-out.

Segment reporting

The Company operates in one segment, focused on developing and commercializing ACT using autologous TIL for the treatment of metastatic melanoma and other solid cancers.

Subsequent Events

Management of the Company evaluates events that have occurred after the balance sheet date through the date the financial statements are issued. Based upon the review, the Company identified the following subsequent events.

Research collaboration and exclusive worldwide license agreement

On January 12, 2020, the Company announced that it had entered into a research collaboration and exclusive worldwide license agreement whereby the Company will license gene-editing technology from Cellectis S.A. (“Cellectis”), a clinical-stage biopharmaceutical company, in order to develop TIL therapies that have been genetically edited. Financial terms of the license include development, regulatory and sales milestone payments from the Company to Cellectis, as well as royalty payments based on net sales of TALEN-modified TIL products.

On January 12, 2020, the Company announced that it had obtained a license from Novartis Pharma AG (“Novartis”) to develop and commercialize an antibody cytokine engrafted protein, referred to as IOV-3001. Under the agreement, Iovance has paid an upfront

payment to Novartis and may pay future milestones related to initiation of patent dosing in various phases of clinical development for IOV-3001 and approval of the product in the U.S, EU and Japan. Novartis is also entitled to low-to-mid single digit royalties from commercial sales of the product.

EMPLOYEE BENEFIT PLAN

12 Months Ended

Dec. 31, 2019

EMPLOYEE BENEFIT PLAN

EMPLOYEE BENEFIT PLAN

NOTE.7 EMPLOYEE BENEFIT PLAN

The Company maintains a defined contribution plan covering substantially all U.S. employees under Section 401(k) of the Internal Revenue Code of 1986, as amended (the “IRC”). The Company's matching contribution to the plan was $0.9 million, 0.5 million, and $0.3 million for the years ended December 31, 2019, 2018, and 2017, respectively.

INCOME TAXES - Rate reconciliation (Details)	12 Months Ended
INCOME TAXES - Rate reconciliation (Details)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
INCOME TAXES
Federal statutory tax rate	(21.00%)	(21.00%)	(34.00%)
Orphan Drug & Research credits	(4.00%)	(3.00%)
Permanent and other differences	1.00%	1.00%	4.00%
Tax rate change			23.00%
State tax, net of federal benefit	(2.00%)	(1.00%)
Effective Income Tax Rate Reconciliation Expected Rate Total	(26.00%)	(24.00%)	(7.00%)
Valuation allowance	26.00%	24.00%	7.00%

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash equivalents total	$ 13,969	$ 82,152	$ 145,373
Money Market Funds
Cash equivalents total	10,049	25,968
Demand Deposits
Cash equivalents total	$ 3,900	$ 56,200

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Fair value (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Level 2
Total	$ 0	$ 0
Level 3
Total	0	0
Fair Value, Measurements, Recurring
Total	293,112,000	386,371,000
Fair Value, Measurements, Recurring \| US treasury securities
Total	242,249,000	265,393,000
Fair Value, Measurements, Recurring \| US government agency securities
Total	50,863,000	120,978,000
Fair Value, Measurements, Recurring \| Level 1
Total	293,112,000	386,371,000
Fair Value, Measurements, Recurring \| Level 1 \| US treasury securities
Total	242,249,000	265,393,000
Fair Value, Measurements, Recurring \| Level 1 \| US government agency securities
Total	$ 50,863,000	$ 120,978,000

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS - Cost and fair value (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Cost	$ 292,421	$ 385,272
Accretion	471	1,141
Gross Unrealized Gains	223	40
Gross Unrealized Losses	(3)	(82)
Fair Value	293,112	386,371
US treasury securities
Cost	241,709	264,619
Accretion	364	813
Gross Unrealized Gains	179	19
Gross Unrealized Losses	(3)	(58)
Fair Value	242,249	265,393
US government agency securities
Cost	50,712	120,653
Accretion	107	328
Gross Unrealized Gains	44	21
Gross Unrealized Losses		(24)
Fair Value	$ 50,863	$ 120,978

Document And Entity Information - USD ($) $ in Billions	12 Months Ended
Document And Entity Information - USD ($) $ in Billions	Dec. 31, 2019	Feb. 17, 2020	Jun. 30, 2019
Document And Entity Information [Abstract]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2019
Entity File Number	001-36860
Entity Registrant Name	IOVANCE BIOTHERAPEUTICS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-3254381
Entity Address, Address Line One	999 Skyway Road, Suite 150
Entity Address, City or Town	San Carlos
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94070
City Area Code	650
Local Phone Number	260-7120
Title of 12(b) Security	Common Stock, $ 0.000041666 Par Value per Share
Trading Symbol	IOVA
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		126,498,470
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Central Index Key	0001425205
Amendment Flag	false
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 2.9

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Cash, Cash equivalents and Restricted Cash (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2016
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security deposit	$ 5,500
Letter of credit	1,000
Cash	13,969	$ 82,152	$ 145,373
Restricted cash (included in non-current assets on the consolidated balance sheets)	5,450
Total cash, cash equivalents and restricted cash	19,419	$ 82,152	$ 145,373	$ 106,717
Minimum
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Security deposit	$ 1,500

RELATED PARTY TRANSACTIONS

12 Months Ended

Dec. 31, 2019

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

NOTE 13. RELATED PARTY TRANSACTIONS

A former member of the Company’s board of directors was an attorney at a law firm, TroyGould PC, that rendered legal services to the Company during the period of his directorship until June 6, 2018, but did not provide legal services to the Company himself during that period. The Company paid TroyGould PC $0.4 million, $0.5 million, and $0.7 million during the years ended December 31, 2019, 2018, and 2017, respectively.

On September 14, 2017, the Company entered into a three-year consulting agreement with Iain Dukes, D. Phil, the Chairman of the Board. As compensation for his consulting services, the Company granted Dr. Dukes a stock option to purchase up to 150,000 shares of the Company’s common stock, at an exercise price of $7.30 per share. Under the consulting agreement, Dr. Dukes agreed to provide the Company with services regarding business development opportunities, licensing transactions and technology acquisitions by the Company, and any such strategic initiatives appropriate for the Company that Dr. Dukes may identify. The granted stock options vest in 12 quarterly installments (with 1/12th of the option shares having vested on the date of grant). The vesting of the granted stock options will accelerate, and the entire award will become fully vested upon the closing of a significant licensing transaction, a material product acquisition, a material strategic transaction, or upon a change of control transaction. The Company recognized $0.4 million, $0.7 million and $0.2 million in stock-based compensation expense related to this consulting agreement during the years ended December 31, 2019, 2018 and 2017, respectively.

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Preferred Stock, Shares Authorized	50,000,000
Common Stock, Par or Stated Value Per Share	$ 0.000041666	$ 0.000041666
Common Stock, Shares Authorized	300,000,000	150,000,000
Common Stock, Shares, Issued	126,411,808	123,415,576
Common Stock, Shares, Outstanding	126,411,808	123,415,576
Series A Convertible Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	17,000	17,000
Preferred Stock, Shares Issued	194	194
Preferred Stock, Shares Outstanding	194	194
Preferred Stock, Liquidation Preference, Value	$ 194	$ 194
Series B Convertible Preferred Stock
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	11,500,000	11,500,000
Preferred Stock, Shares Issued	3,581,119	5,854,845
Preferred Stock, Shares Outstanding	3,581,119	5,854,845
Preferred Stock, Liquidation Preference, Value	$ 17,010	$ 17,010

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Cash Flows from Operating Activities
Net loss	$ (197,556)	$ (123,580)	$ (92,064)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense	24,277	20,027	11,968
Noncash lease expense	6,954
Accretion (amortization) of discounts and premiums on investments	(3,421)	(1,332)	19
Depreciation and amortization	1,169	956	952
Gain on settlement of dispute	(336)
Loss on disposal of assets	16	9
Changes in assets and liabilities:
Prepaid expenses, other assets, and long-term assets	(3,278)	(2,065)	(4,508)
Operating lease liabilities (Right-of-use assets)	(6,148)
Accounts payable	12,706	1,507	369
Accrued expenses and other liabilities	6,728	3,229	4,555
Net cash used in operating activities	(158,889)	(101,249)	(78,709)
Cash Flows from Investing Activities
Maturities of short-term investments	514,601	41,000	59,705
Purchase of short-term investments	(417,659)	(426,081)
Purchase of property and equipment	(6,917)	(1,198)	(1,028)
Net cash provided by (used in) investing activities	90,025	(386,279)	58,677
Cash Flows from Financing Activities
Tax payments related to shares withheld for vested restricted stock awards	(312)	(223)	(1,252)
Proceeds from the issuance of common stock upon exercise of warrants		15,754	662
Proceeds from the issuance of common stock upon exercise of options	6,443	9,959	5,616
Proceeds from the issuance of preferred stock and common stock, net		398,817	53,662
Net cash provided by financing activities	6,131	424,307	58,688
Net (decrease) increase in cash, cash equivalents and restricted cash	(62,733)	(63,221)	38,656
Cash, Cash Equivalents, and Restricted Cash Beginning of Period	82,152	145,373	106,717
Cash, Cash Equivalents, and Restricted Cash End of Period	19,419	82,152	145,373
Supplemental disclosure of non-cash investing and financing activities:
Net unrealized gain (loss) on short-term investments	262	(42)	(29)
Acquisitions of property and equipment included in accounts payable	122
Conversion of convertible preferred stock to common stock	$ 2	$ 1	$ 1

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Additional information (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($) segment	Jan. 01, 2019 USD ($)
Operating lease right-of-use assets	$ 10,695
Operating lease liabilities - current	7,252
Operating lease liabilities - noncurrent	$ 4,248
Number of operating segment \| segment	1
ASU 2016-02
Operating lease right-of-use assets		$ 10,400
Operating lease liabilities - current		4,900
Operating lease liabilities - noncurrent		$ 5,800

STOCKHOLDERS' EQUITY (Tables)

12 Months Ended

Dec. 31, 2019

STOCKHOLDERS' EQUITY

Schedule of Stockholders' Equity Note, Warrants or Rights


		Weighted		Weighted	Aggregate
	Shares	Average		Average	Intrinsic
	Under	Exercise		Remaining	Value
	Warrants	Price		Life	(in thousands)
Outstanding at January 1, 2017	6,566,216	$	2.51
Issued	—		—
Exercised	(265,000)		2.50
Expired/Cancelled	—		—
Outstanding at December 31, 2017	6,301,216	$	2.51
Issued	—		—
Exercised	(6,301,216)		2.51
Expired/Cancelled	—		—
Outstanding at December 31, 2018	—	$	—	—	$	—
Outstanding at December 31, 2019	—	$	—	—	$	—

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Antidilutive securities excluded from calculation of net loss per share	13,195,747	12,909,874	20,713,407
Stock option
Antidilutive securities excluded from calculation of net loss per share	9,494,712	6,889,287	6,072,368
Warrant
Antidilutive securities excluded from calculation of net loss per share			6,301,216
Restricted stock units
Antidilutive securities excluded from calculation of net loss per share	22,916	68,742	114,582
Series A Convertible Preferred Stock
Antidilutive securities excluded from calculation of net loss per share	97,000	97,000	847,000
Series B Convertible Preferred Stock
Antidilutive securities excluded from calculation of net loss per share	3,581,119	5,854,845	7,378,241

LEASES

12 Months Ended

Dec. 31, 2019

LEASES

LEASES

NOTE 10. LEASES

As described further in "Note 2. Summary of Significant Accounting Policies", the Company adopted Topic 842 as of January 1, 2019. Prior period amounts have not been adjusted and continue to be reported in accordance with its historic accounting under ASU Topic 840- Leases (Topic 840).

Facilities Leases

The Company has evaluated the following existing facility leases and determined that, effective upon the adoption of Topic 842, they were all operating leases. Operating lease right-of-use assets and liabilities were recognized as of January 1, 2019 based on the present value of the remaining lease payments over the lease term. As the Company's leases do not provide an implicit rate, the Company utilized a third party in determining an incremental borrowing rate based on the information available as of the adoption date of Topic 842 to obtain the present value of lease payments. The Company's lease terms may include options to extend or terminate the lease which are included in the lease term when it is reasonably certain that it will exercise any such options. Lease expense is recognized on a straight-line basis over the expected lease term. The Company elected not to apply the recognition requirements of Topic 842 for short-term leases that have a lease term of 12 months or less.

Tampa Lease

In December 2014, the Company commenced a five-year non-cancellable operating lease with the University of South Florida Research Foundation for a 5,115 square foot facility located in Tampa, Florida. The facility is part of the University of South Florida research park and is used as the Company’s research and development facilities. The Company had the option to extend the lease term of this facility for an additional five-year period on the same terms and conditions, except that the base rent for the renewal term will be increased in accordance with the applicable consumer price index.

In April 2015, the Company amended the original lease agreement to increase the rentable space to 6,043 square feet. In September 2016, the Company further increased the rentable space to 8,673 square feet. The per square foot cost and term of the lease were unchanged, and rent payments are approximately $20,000 per month. In December 2019, the Company entered into an agreement to extend the lease term to December 18, 2024 for approximately $20,500 a month.

San Carlos Lease

On August 4, 2016, the Company entered into an agreement to lease 8,733 square feet in San Carlos, California. The term of the lease is 54 months subsequent to the commencement date and will expire in April 2021. Monthly lease payments are approximately $38,000.

On April 28, 2017, the Company entered into a sublease agreement with Teradata US, Inc., pursuant to which the Company agreed to sublease certain office space located adjacent to the Company's headquarters for approximately $26,000 per month. The space consists of approximately 11,449 rentable square feet in the building located in San Carlos, California. The sublease for this space expired on October 31, 2018. Monthly lease payments were approximately $26,000.

On October 19, 2018, the Company entered into an agreement to lease 12,322 square feet of office space located adjacent to the Company's headquarters in San Carlos, California. This lease replaces the sublease of 11,449 square feet of office space in the same facility that expired on October 31, 2018. The term of the lease is 30 months subsequent to the commencement date, November 1, 2018, and will expire in April 2021. Monthly lease payments are approximately $59,000, subject to an annual increase of 3%.

On June 19, 2019, the Company entered into a first amendment (the "Amended Lease") to its previously disclosed lease agreement with Hudson Skyway Landing, LLC (the "Lease") for additional space at its corporate headquarters in San Carlos, California. Under the Amended Lease, the Company will lease an additional 8,110 square feet (the "Expansion Space"), for a total of approximately 20,432 square feet of space on the first floor of the building located at 999 Skyway Road, San Carlos, California, commonly known as Skyway Landing II. The term of the Amended Lease remains the same as that of the Lease and expires on April 30, 2021, unless earlier terminated in accordance with the Amended Lease. The Company's monthly base rent for the Expansion Space under the Amended Lease will be approximately $39,000 for the first year, and $40,000 for the second year.

New York Lease

The Company leased office space in New York for a monthly rental of approximately $18,000 a month from January 2017 through July 2017. On June 5, 2017, the Company entered into an agreement whereby the Company will lease office space from August 1, 2017 to July 31, 2018, for approximately $9,000 a month. On April 20, 2018, the Company entered into an agreement to extend the lease term to January 31, 2019 for approximately $7,000 a month. On November 2, 2018, the Company entered into an agreement to extend the lease term to July 31, 2019 for approximately $4,000 a month.

On May 1, 2019, the Company entered into an agreement to extend the lease term to January 31, 2020 for approximately $4,000 a month. On October 24, 2019, the Company entered into an agreement to extend the lease term to April 30, 2020 for approximately $4,000 a month.

Philadelphia Office Lease

On May 2, 2019, the Company entered into an agreement to lease approximately 1,500 square feet of office space in Philadelphia, Pennsylvania until July 1, 2019 for a rate of $2,000 a month, and then approximately 4,500 square feet of office space for the remainder of a three-year term at an initial rate of $11,063 per month, subject to annual increases of 2.5%.

Commercial Manufacturing Facility Agreement

On May 28, 2019, the Company entered into a lease agreement with 300 Rouse Boulevard, LLC (the “Commercial Manufacturing Facility Lease”) for a build-to-suit commercial manufacturing facility, laboratories, and offices located in Philadelphia, Pennsylvania. Under the Commercial Manufacturing Facility Lease, the Company will lease approximately 136,000 rentable square feet of space in a building to be located at 300 Rouse Boulevard, Philadelphia, Pennsylvania (the “Premises”). The commercial manufacturing facility is expected to be constructed in two phases: Phase I-A, the construction of the commercial manufacturing facility, with approximately 66,000 rentable square feet of space; and Phase I-B, the construction of offices and laboratories, with approximately 70,000 rentable square feet of space. The Commercial Manufacturing Facility Lease is for a term of 242 months, commencing on the earlier of (i) the date on which the Company occupies any portion of the Premises for the normal operation of its business or (ii) the date that is the later of (A) one hundred sixty (160) days after the Phase I-A substantial completion date, currently anticipated to be July 16, 2020, or (B) the Phase I-B Substantial Completion Date (the “Commencement Date”). The Commencement Date shall be extended by one day for each day of landlord delay, net of any tenant delay, as defined in the Lease. The Commercial Manufacturing Facility Lease includes an option to extend the term of the lease, exercisable under certain conditions as described in the Commercial Manufacturing Facility Lease, such that the overall term, when added to the initial term, shall be 359 months, by giving the landlord prior written notice thereof at least 18 months in advance of the expiration date.

Beginning on the Commencement Date, the Company’s monthly base rent under the Lease will be approximately $320,000, subject to an annual increase of 2% for the first ten years, and an annual increase of the greater of 2% or 75% of the average ten-year consumer price index. The Company will also be responsible for paying operating expenses, which are expected to be approximately $53,000 per month in 2020.

Manufacturing Contracts

The Company uses contract manufacturing organizations (collectively the “CMOs” and each a “CMO”) to manufacture and supply TILs for clinical and commercial purposes. The CMO contractual obligations consist of the use of manufacturing facilities and minimum fixed commitment fees, such as personnel, general support fees, and minimum production or material fees. In addition to the minimum fixed commitment fees, the CMO contractual obligations include variable costs such as production and material costs in excess of the minimum quantity specified in each CMO agreement. During the term of each CMO agreement, the Company has access to and control of the use of a dedicated suite in each of the CMOs’ facilities for manufacturing activities. In conjunction with the adoption of Topic 842 on January 1, 2019, the Company reevaluated all of its material contracts it has, to determine whether they contain a lease under Topic 840. An arrangement is considered a lease or contains a lease if an underlying asset is explicitly or implicitly identified and use of the asset is controlled by the customer. Based on this evaluation, the Company concluded that all of its contracts with CMOs contained embedded operating leases because the suites used for its production are implicitly identified, is only used by the Company exclusively during the contractual term of the arrangements, and the CMOs have no substantive contractual rights to substitute the facilities used by the Company. Further, the Company controls the use of the facilities by obtaining all of the economic benefits from the use of the facilities and direct the use of the facilities throughout the period of use. The terms of the CMO

contracts include options to terminate the lease with an advance notice of five to six months. The termination clauses and extension clauses are included in the calculation of the lease term for each of the CMOs when it is reasonably certain that it will not exercise such options.

The guidance requires the Company to first identify a lease deliverable and non-lease deliverable included in the arrangements, and then allocate the fixed contractual consideration to the lease deliverable(s) and the non-lease deliverable(s) on a relative standalone selling price basis to determine the amount of operating lease right-of-use assets and liabilities. The Company identified the use of a dedicated suite as a single lease deliverable, and related labor services as a single non-lease deliverable in each of the CMO arrangements. Judgment is required to determine the relative standalone selling price of each deliverable as the observable standalone selling prices are not readily available. Therefore, management used estimates and assumptions in determining relative standalone selling price of lease of a suite and labor service using information that includes market and other observable inputs to the extent possible.

The Company leases certain furniture and equipment that has a lease term of 12 months or less. Since the commencement date does not include an option to purchase the underlying asset, the Company elected not to apply the recognition requirements of Topic 842 for short-term leases, however, the lease costs that pertain to the short-term leases are disclosed in the components of lease costs table below.

The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows:


	December 31, 2019

Operating lease right-of-use assets	$	10,695
Operating lease liabilities
Current portion included in current liabilities		7,252
Long-term portion included in non-current liabilities		4,248
Total operating lease liabilities	$	11,500

The components of lease expenses, which were included in Total expenses in the Company’s consolidated statement of operations, were as follows:


	For the Year
	Ended
	December 31, 2019

Operating lease cost	$	9,213
Variable lease cost		5,801
Short-term lease cost		72
Total lease cost	$	15,086

Variable lease cost is determined based on performance or usage in accordance with the contractual agreements, and not based on an index or rate.

Cash paid for amounts included in the measurement of lease liabilities for the year ended December 31, 2019 was $8.6 million, respectively, and were included in Net cash used by operating activities in its consolidated statement of cash flows. Upon the adoption of Topic 842 on January 1, 2019, the Company increased noncash balances of operating lease right-of-use assets and operating lease liabilities by $10.4 million and $10.7 million, respectively. The Company additionally increased operating lease right-of-use assets by $7.8 million and operating lease liability by $8.9 million for the twelve months ended December 31, 2019 as a result of lease modifications and additional lease agreements entered by the Company.

As of December 31, 2019, the maturities of the Company's operating lease liabilities were as follows (in thousands):


			CMO
	Facility		embedded
	leases		leases		Total
2020	$	1,940	$	5,881	$	7,821
2021		968		2,640		3,608
2022		342		—		342
2023		269		—		269
2024		253		—		253
Thereafter		—		—		—
Total lease payments	$	3,772	$	8,521	$	12,293
Less: Present value adjustment		(368)		(425)		(793)
Operating lease liabilities	$	3,404	$	8,096	$	11,500

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the present value of lease payments, the Company used its incremental borrowing rate based on the information available at the date of adoption of Topic 842 or the date of lease modifications. As of December 31, 2019, the weighted average remaining lease term is 1.74 years and the weighted average discount rate used to determine the operating lease liabilities was 7.7%. As of December 31, 2019, the Company has a finance lease for the commercial manufacturing facility that has not yet commenced. This finance lease will commence in 2020 with a lease term of 20 years.

STOCK BASED COMPENSATION (Tables)

12 Months Ended

Dec. 31, 2019

STOCK BASED COMPENSATION

Schedule of status of stock options


				Weighted
		Weighted		Average	Aggregate
	Number	Average		Remaining	Intrinsic
	of	Exercise		Contractual	Value
	Options	Price		Life	(in thousands)
Outstanding at January 1, 2017	6,233,150	$	7.24
Issued	2,188,800		6.68
Exercised	(1,011,284)		5.55
Expired/Cancelled	(1,338,298)		6.79
Outstanding at December 31, 2017	6,072,368	$	7.42
Issued	2,960,620		14.73
Exercised	(1,336,514)		7.45
Expired/Cancelled	(807,187)		10.04
Outstanding at December 31, 2018	6,889,287	$	10.25
Issued	4,166,600		14.73
Exercised	(727,492)		8.85
Expired/Cancelled	(833,683)		13.87
Outstanding at December 31, 2019	9,494,712	$	12.00	8.05 years	$	149,493
Exercisable at December 31, 2019	4,548,959	$	9.61	6.95 years	$	82,864

Schedule of share-based payment award, stock options, valuation assumptions


	Years Ended December 31,
	2019	2018	2017
Expected dividend yield	0%	0%	0%
Risk-free interest rate	2.59% - 1.62%	2.97% - 2.27%	2.34% - 1.72%
Expected term (in years)	6.14 - 6.06	6.50 - 5.13	6.50 - 5.13
Expected volatility	71.62% - 70.63%	200.28% - 167.54%	209.69% - 190.46%

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable

A summary of outstanding and exercisable stock options as of December 31, 2019 is as follows:


	Options Outstanding				Options Exercisable
		Weighted				Weighted
		Average	Weighted			Average	Weighted
		Remaining	Average			Remaining	Average
Range of Exercise	Number of	Contractual	Exercise Price		Number of	Contractual	Exercise Price
Prices	Shares	Life	Per Share		Shares	Life	Per Share
$5.05 - $5.87	1,086,300	6.71	$	5.56	945,048	6.65	$	5.56
$5.88 - $7.55	1,413,645	6.57		7.25	1,329,098	6.51		7.28
$7.56 - $9.10	970,107	6.87		8.44	830,055	6.60		8.45
$9.11 - $10.69	962,900	8.69		9.70	248,689	7.60		9.44
$10.70 - $11.15	118,950	6.43		11.06	88,750	5.45		11.05
$11.16 - $11.26	1,574,900	9.17		11.26	—	—		—
$11.27 - $16.50	1,283,110	8.22		14.93	719,738	7.95		15.23
$16.51 - $19.75	1,046,000	8.69		17.62	378,581	8.12		17.33
$19.76 - $25.78	994,800	9.66		21.79	—	—		—
$25.79 - 117.00	44,000	8.28		42.15	9,000	1.73		99.12
	9,494,712	8.05	$	12.00	4,548,959	6.95	$	9.61

LICENSES AND AGREEMENTS

12 Months Ended

Dec. 31, 2019

LICENSES AND AGREEMENTS

LICENSES AND AGREEMENTS

NOTE 9. LICENSES AND AGREEMENTS

National Institutes of Health (NIH) and the National Cancer Institute (NCI)

Cooperative Research and Development Agreement (CRADA)

In August 2011, the Company signed a five-year CRADA with the NCI to work with Dr. Steven Rosenberg on developing adoptive cell immunotherapies that are designed to destroy metastatic melanoma cells using a patient’s tumor infiltrating lymphocytes.

In January 2015, the Company executed an amendment to the CRADA to include four new indications. As amended, in addition to metastatic melanoma, the CRADA included the development of TIL therapy for the treatment of patients with bladder, lung, triple-negative breast, and Human Papilloma Virus (“HPV”)-associated cancers.

In August 2016, the NCI and the Company entered a second amendment to the CRADA. The principal changes effected by the second amendment included (i) extending the term of the CRADA by another five years to August 2021, and (ii) modifying the focus on the development of unmodified TIL as a stand-alone therapy or in combination with U.S. Food and Drug Administration (“FDA”) - licensed products and commercially available reagents routinely used for adoptive cell therapy. The parties will continue the development of improved methods for the generation and selection of TIL with anti-tumor reactivity in metastatic melanoma, bladder, lung, breast, and HPV-associated cancers.

Pursuant to the terms of the CRADA, as amended, the Company is required to make quarterly payments of $0.5 million to the NCI for support of research activities. To the extent the Company licenses patent rights relating to a TIL-based product candidate, the Company will be responsible for all patent-related expenses and fees, past and future, relating to the TIL-based product candidate. In addition, the Company may be required to supply certain test articles, including TIL, grown and processed under cGMP conditions, suitable for use in clinical trials, where the Company holds the investigational new drug application for such clinical trial. The extended CRADA has a five-year term expiring in August 2021. The Company or the NCI may unilaterally terminate the CRADA for any reason or for no reason at any time by providing written notice at least 60 days before the desired termination date. The Company recorded costs associated with the CRADA of $2.2 million, $2.0 million, and 2.0 million for the years ended December 31, 2019, 2018 and 2017, respectively, as research and development expenses.

Patent License Agreement Related to the Development and Manufacture of TIL

Effective October 5, 2011, the Company entered into an Exclusive Patent License Agreement (the “Patent License Agreement”) with the NIH, an agency of the United States Public Health Service within the Department of Health and Human Services (NIH), which was subsequently amended on February 9, 2015 and October 2, 2015. Pursuant to the Patent License Agreement, as amended, the NIH granted the Company licenses, including exclusive, co-exclusive, and non-exclusive licenses, to certain technologies relating to autologous tumor infiltrating lymphocyte adoptive cell therapy products for the treatment of metastatic melanoma, lung, breast, bladder and HPV-positive cancers. The Patent License Agreement requires the Company to pay royalties based on a percentage of net sales (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark royalty payments on the achievement of certain clinical and regulatory milestones for each of the various indications and other direct costs incurred by the NIH pursuant to the agreement.

Exclusive Patent License Agreement Related to TIL Selection

On February 10, 2015, the Company entered into an exclusive patent license agreement (the “Exclusive Patent License Agreement”) with the NIH under which the Company received an exclusive license to the NIH’s rights to patent-pending technologies related to methods for improving adoptive cell therapy through more potent and efficient production of TIL from melanoma tumors by selecting for T cell populations that express various inhibitory receptors. Unless terminated sooner, the license shall remain in effect until the last licensed patent right expires. Under the Exclusive Patent License Agreement, the Company agreed to pay customary royalties based on a percentage of net sales of a licensed product (which percentage is in the mid-single digits), a percentage of revenues from sublicensing arrangements, and lump sum benchmark payments upon the successful completion of clinical studies involving licensed technologies, the receipt of the first FDA approval or foreign equivalent for a licensed product or process resulting from the licensed technologies, the first commercial sale of a licensed product or process in the United States, and the first commercial sale of a licensed product or process in any foreign country.

H. Lee Moffitt Cancer Center

Research Collaboration and Clinical Grant Agreements with Moffitt

In December 2016, the Company entered into a new three-year Sponsored Research Agreement with H. Lee Moffitt Cancer Center (“Moffitt”). At the same time, the Company entered into a clinical grant agreement with Moffitt to support an ongoing clinical trial at Moffitt that combines TIL therapy with nivolumab for the treatment of patients with metastatic melanoma. In June 2017, the Company entered into a second clinical grant agreement with Moffitt to support a new clinical trial at Moffitt that combines TIL therapy with nivolumab for the treatment of patients with non-small cell lung cancer, under which the Company obtained a non-exclusive, royalty-free license to any new Moffitt inventions made in the performance of the agreement. Under both clinical grant agreements with Moffit, the Company has non-exclusive rights to clinical data arising from the respective clinical trials. In the years ended December 31, 2019, 2018 and 2017, the Company recorded research and development costs of $0.7 million, $1.2 million, and $1.2 million, respectively, in connection with the research collaboration and clinical grant agreements with Moffitt.

Exclusive License Agreements with Moffitt

The Company entered into a license agreement with Moffitt (the “First Moffitt License”), effective as of June 28, 2014, under which the Company received a world-wide license to Moffitt’s rights to patent-pending technologies related to methods for improving TIL for adoptive cell therapy using toll-like receptor agonists. Unless earlier terminated, the term of the license extends until the earlier of the expiration of the last issued patent related to the licensed technology or 20 years after the effective date of the license agreement.

Pursuant to the First Moffitt License, the Company paid an upfront licensing fee in the amount of $0.1 million. A patent issuance fee will also be payable under the First Moffitt License, upon the issuance of the first U.S. patent covering the subject technology. In addition, the Company agreed to pay milestone license fees upon completion of specified milestones, customary royalties based on a specified percentage of net sales (which percentage is in the low single digits) and sublicensing payments, as applicable, and annual minimum royalties beginning with the first sale of products based on the licensed technologies, which minimum royalties will be credited against the percentage royalty payments otherwise payable in that year. The Company will also be responsible for all costs associated with the preparation, filing, maintenance and prosecution of the patent applications and patents covered by the First Moffitt

License related to the treatment of any cancers in the United States, Europe and Japan and in other countries designated by the Company in agreement with Moffitt.

The Company entered into a license agreement with Moffitt effective as of May 7, 2018 (the “Second Moffitt License”), under which the Company received a license to Moffitt’s rights to patent-pending technologies related to the use of 4-1BB agonists in conjunction with TIL manufacturing processes and therapies. Pursuant to the Second Moffitt License, the Company paid an upfront licensing fee in the amount of $0.1 million for the year ended December 31, 2018. An annual license maintenance fee is also payable commencing on the first anniversary of the effective date. In addition, the Company agreed to pay an annual commercial use payment for each indication for which a first sale has occurred, which in the aggregate amounts to up to $0.4 million a year. The Company recorded $0.1 million for the years ended December 31, 2019 and 2018 as research and development expenses in connection with this agreement.

M.D. Anderson Cancer Center

Strategic Alliance Agreement

On April 17, 2017, the Company entered into a Strategic Alliance Agreement (the “SAA”) with M.D. Anderson Cancer Center (“MDACC”) under which the Company and MDACC agreed to conduct clinical and preclinical research studies. The Company agreed in the SAA to provide total funding not to exceed approximately $14.2 million for the performance of the multi-year studies under the SAA. In return, the Company acquired all rights to inventions resulting from the studies and has been granted a non-exclusive, sub-licensable, royalty-free, and perpetual license to specified background intellectual property of MDACC reasonably necessary to exploit, including the commercialization thereof. The Company has also been granted certain rights in clinical data generated by MDACC outside of the clinical trials to be performed under the SAA. The SAA’s term shall continue in effect until the later of the fourth anniversary of the SAA or the completion or termination of the research and receipt by the Company of all deliverables due from MDACC thereunder. In May 2017, the Company made a prepayment of $1.4 million under this agreement. The Company recorded $3.4 million and $0.8 million associated with the SAA for the year ended December 31, 2019 and 2018 as research and development expenses, respectively. No expense was recognized in 2017.

MedImmune

In December 2015, the Company entered into a collaboration agreement (the “MedImmune Agreement”) with MedImmune, the global biologics research and development arm of AstraZeneca (“MedImmune”), to conduct clinical and preclinical research immuno-oncology. Under the MedImmune Agreement, the Company funded and sought to conduct at least one clinical trial combining MedImmune's PD-L1 inhibitor, durvalumab, with TIL for the treatment of patients. MedImmune will supply durvalumab for the clinical trials. On April 3, 2019, the Company and MedImmune announced that the study was closed because of a changing treatment landscape and a lack of enrollment, and the collaboration agreement was terminated as of April 1, 2019.

WuXi

In November 2016, the Company entered into a three-year manufacturing and services agreement (“MSA”) with WuXi AppTech, Inc. (“WuXi”) pursuant to which WuXi agreed to provide manufacturing and other services. Under the agreement, the Company entered into two statements of work for two cGMP manufacturing suites to be established and operated by WuXi for the Company, both of the suites are expected to be capable of being used for the commercial manufacture of its products. The statements of work for each of the suites were amended in 2019. The statements of work for facility include a fixed component to reserve a dedicated suite and a trained work force, and a variable component, mainly materials and testing used during the manufacturing processes. Both statements of work provide for adjustments to the targeted production capacity levels and the corresponding fixed quarterly fees upon written notice from the Company of 30 days and 90 days for the first and second dedicated suites, respectively. The quarterly fixed fees payable for each of the dedicated manufacturing suites ranges from $1.2 million to $2.7 million depending on the production capacity level targeted. The terms of the related statements of work for the first and second dedicated manufacturing suites currently extend to May 2020 and June 2021, respectively. The Company recorded costs associated with agreements with WuXi of $28.4 million, $15.1 million, and $13.9 million for the years ended December 31, 2019, 2018, and 2017 respectively, as research and development expenses.

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (Tables)

12 Months Ended

Dec. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Schedule of cash and cash equivalents and restricted cash


	December 31,		December 31,		December 31,
	2019		2018		2017

Cash	$	13,969	$	82,152	$	145,373
Restricted cash (included in non-current assets on the consolidated balance sheets)		5,450		—		—
Total cash, cash equivalents and restricted cash	$	19,419	$	82,152	$	145,373

Schedule Of Useful Lives Of Property Plant And Equipment [Table Text Block]

Computer equipment		2 years
Office furniture and equipment		5 years
Lab equipment		5 years
Leasehold improvements		Lesser of the remaining economic life of the asset or the lease-term

Schedule of Antidilutive securities excluded from computation of earnings per share


	As of December 31,
	2019	2018	2017
Stock options	9,494,712	6,889,287	6,072,368
Warrants	—	—	6,301,216
Series A Convertible Preferred*	97,000	97,000	847,000
Series B Convertible Preferred*	3,581,119	5,854,845	7,378,241
Restricted stock units	22,916	68,742	114,582
	13,195,747	12,909,874	20,713,407

*on an as-converted basis

Schedule of assets measured at fair value


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
US treasury securities	$	242,249	$	—	$	—	$	242,249
US government agency securities		50,863		—		—		50,863
Total	$	293,112	$	—	$	—	$	293,112


	Assets at Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
US treasury securities	$	265,393	$	—	$	—	$	265,393
US government agency securities		120,978		—		—		120,978
Total	$	386,371	$	—	$	—	$	386,371

Schedule of stock-based compensation


	Years Ended December 31,
	2019		2018		2017
Research and development	$	11,396	$	9,305	$	5,270
General and administrative		12,881		10,722		6,698
Total stock-based compensation expense	$	24,277	$	20,027	$	11,968

Schedule of compensation cost for share-based payment arrangements, allocation of share-based compensation costs by plan


	Years Ended December 31,
	2019		2018		2017
Stock option expense	$	23,964	$	19,758	$	10,862
Restricted stock award expense		—		—		34
Restricted stock unit expense		313		269		1,072
Total stock-based compensation expense	$	24,277	$	20,027	$	11,968

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Costs and expenses
Research and development expenses	$ 166,023	$ 99,828	$ 71,615
General and administrative expenses	40,849	28,430	21,262
Total costs and expenses	206,872	128,258	92,877
Loss from operations	(206,872)	(128,258)	(92,877)
Other income
Interest income, net	9,316	4,678	813
Net Loss	$ (197,556)	$ (123,580)	$ (92,064)
Net Loss Per Common Share, Basic and Diluted	$ (1.59)	$ (1.27)	$ (1.41)
Weighted Average Common Shares Outstanding, Basic and Diluted	124,336	97,277	65,242

LICENSES AND AGREEMENTS (Details) $ in Thousands		1 Months Ended						12 Months Ended
LICENSES AND AGREEMENTS (Details) $ in Thousands	Jun. 28, 2014 USD ($)	Apr. 30, 2017 USD ($)	Dec. 31, 2016	Nov. 30, 2016 item	Aug. 31, 2016 USD ($)	Dec. 31, 2015 item	Aug. 31, 2011 item	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2017 USD ($)	May 31, 2017 USD ($)
Research and development expenses								$ 166,023	$ 99,828	$ 71,615
Strategic Alliance Agreement
Research and development expenses								3,400	800	0
Prepaid expense, current											$ 1,400
Research Collaboration And Clinical Grant Agreement
Research and development expenses								700	1,200	1,200
Maximum \| Strategic Alliance Agreement
Research and development arrangement, contract to perform for others, costs incurred, gross		$ 14,200
Cooperative Research and Development Agreement
Research and development expenses								2,200	2,000	2,000
Agreement term					5 years		5 years
Number Of Indications Under Agreement \| item							4
Additional milestone payable					$ 500
Notification Period To Terminate Agreement					60 days
MedImmune
Number Of Clinical Trials \| item						1
WuXi Apptech, Inc - Manufacturing and Services Agreement
Research and development expenses								28,400	15,100	$ 13,900
Agreement term				3 years
Number Of Statements Of Work \| item				2
Number Of Suites Under The Agreement \| item				2
WuXi Apptech, Inc - Manufacturing and Services Agreement \| Manufacturing Suites \| Maximum
Payable For Each Dedicated Manufacturing Suites								2,700
WuXi Apptech, Inc - Manufacturing and Services Agreement \| Manufacturing Suites \| Minimum
Payable For Each Dedicated Manufacturing Suites								1,200
Moffitt License Agreement Two
Research and development expenses								100	100
Payments for upfront licensing fee									$ 100
Additional milestone payable								$ 400
Moffitt License Agreement One
Agreement term	20 years
Payments for upfront licensing fee	$ 100
Research Collaboration And Clinical Grant Agreements With Moffitt
Agreement term			3 years

QUARTERLY UNAUDITED RESULTS

12 Months Ended

Dec. 31, 2019

QUARTERLY UNAUDITED RESULTS

QUARTERLY UNAUDITED RESULTS

NOTE 12. QUARTERLY UNAUDITED RESULTS

The results of operations by quarter for the years ended December 31, 2019 and 2018 are as follow:


	2019									2018
	(in thousands, except per share information)
	Q1		Q2		Q3		Q4			Q1	Q2		Q3		Q4
Revenue	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Net loss	$	(36,950)	$	(47,551)	$	(49,487)	$	(63,568)	$	(26,515)	$	(30,660)	$	(33,830)	$	(32,575)
Net loss per share, basic and diluted	$	(0.30)	$	(0.38)	$	(0.40)	$	(0.50)	$	(0.31)	$	(0.34)	$	(0.36)	$	(0.27)
Weighted average share used in computing net loss per share, basic and diluted		123,415		123,567		124,035		126,273		84,350		90,236		95,077		119,085

LEASES - components of lease expenses (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2019 USD ($)
LEASES
Operating lease cost	$ 9,213
Variable lease cost	5,801
Short-term lease cost	72
Total lease cost	$ 15,086

LEASES (Tables)

12 Months Ended

Dec. 31, 2019

LEASES

Schedule of balance sheet classification of the Company's right-of-use asset and lease liabilities

The balance sheet classification of the Company’s right-of-use asset and lease liabilities was as follows:


	December 31, 2019

Operating lease right-of-use assets	$	10,695
Operating lease liabilities
Current portion included in current liabilities		7,252
Long-term portion included in non-current liabilities		4,248
Total operating lease liabilities	$	11,500

Schedule of components of lease expenses

The components of lease expenses, which were included in Total expenses in the Company’s consolidated statement of operations, were as follows:


	For the Year
	Ended
	December 31, 2019

Operating lease cost	$	9,213
Variable lease cost		5,801
Short-term lease cost		72
Total lease cost	$	15,086

Schedule of maturities of the Company's operating lease liabilities

As of December 31, 2019, the maturities of the Company's operating lease liabilities were as follows (in thousands):


			CMO
	Facility		embedded
	leases		leases		Total
2020	$	1,940	$	5,881	$	7,821
2021		968		2,640		3,608
2022		342		—		342
2023		269		—		269
2024		253		—		253
Thereafter		—		—		—
Total lease payments	$	3,772	$	8,521	$	12,293
Less: Present value adjustment		(368)		(425)		(793)
Operating lease liabilities	$	3,404	$	8,096	$	11,500

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

12 Months Ended

Dec. 31, 2019

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Cash, Cash Equivalents, and Short-term Investments

Restricted Cash


	December 31,		December 31,		December 31,
	2019		2018		2017

Cash	$	13,969	$	82,152	$	145,373
Restricted cash (included in non-current assets on the consolidated balance sheets)		5,450		—		—
Total cash, cash equivalents and restricted cash	$	19,419	$	82,152	$	145,373

Property and Equipment, net

Computer equipment		2 years
Office furniture and equipment		5 years
Lab equipment		5 years
Leasehold improvements		Lesser of the remaining economic life of the asset or the lease-term

Loss per Share

Basic net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding during the period.

At December 31, 2019, 2018, and 2017, the following outstanding common stock equivalents have been excluded from the calculation of net loss per share because their impact would be anti-dilutive.


	As of December 31,
	2019	2018	2017
Stock options	9,494,712	6,889,287	6,072,368
Warrants	—	—	6,301,216
Series A Convertible Preferred*	97,000	97,000	847,000
Series B Convertible Preferred*	3,581,119	5,854,845	7,378,241
Restricted stock units	22,916	68,742	114,582
	13,195,747	12,909,874	20,713,407

*on an as-converted basis

Fair Value Measurements

Level 1—These are investments where values are based on unadjusted quoted prices for identical assets in an active market that the Company has the ability to access.

The Company does not have fair valued assets classified under Level 2 as of December 31, 2019 and 2018.

Level 3—These are financial instruments where values are derived from techniques in which one or more significant inputs are unobservable.

The Company does not have fair valued assets classified under Level 3 as of December 31, 2019 and 2018.

The Company’s financial instruments consist of cash and cash equivalents and short-term investments, all of which are reported at their respective fair value on its consolidated balance sheets.


	Assets at Fair Value as of December 31, 2019
	Level 1		Level 2		Level 3		Total
US treasury securities	$	242,249	$	—	$	—	$	242,249
US government agency securities		50,863		—		—		50,863
Total	$	293,112	$	—	$	—	$	293,112


	Assets at Fair Value as of December 31, 2018
	Level 1		Level 2		Level 3		Total
US treasury securities	$	265,393	$	—	$	—	$	265,393
US government agency securities		120,978		—		—		120,978
Total	$	386,371	$	—	$	—	$	386,371

Use of Estimates

Principles of Consolidation

Leases

For lease agreements entered into after the adoption of Topic 842 that include lease and non-lease components, such components are generally accounted for separately.

Stock-Based Compensation

The fair value of RSUs and RSAs is based on the closing price of the Company’s common stock on the grant date.

Total stock-based compensation expense related to all of the Company’s stock-based awards was recorded on the consolidated statements of operations as follows (in thousands):


	Years Ended December 31,
	2019		2018		2017
Research and development	$	11,396	$	9,305	$	5,270
General and administrative		12,881		10,722		6,698
Total stock-based compensation expense	$	24,277	$	20,027	$	11,968

Total stock-based compensation broken down based on each individual instrument was as follows (in thousands):


	Years Ended December 31,
	2019		2018		2017
Stock option expense	$	23,964	$	19,758	$	10,862
Restricted stock award expense		—		—		34
Restricted stock unit expense		313		269		1,072
Total stock-based compensation expense	$	24,277	$	20,027	$	11,968

Research and Development Expenses

research and development activities are deferred and amortized over the period that the goods are delivered, or the related services are performed, subject to an assessment of recoverability.

General and Administrative Expenses

Income Taxes

Concentrations

Preferred Stock

Convertible Instruments

Recent Accounting Standards

Leases

Improvements to Nonemployee Share-Based Payment Accounting

Fair Value Measurements Disclosure

Financial Instruments

Cloud Computing Arrangements

Segment reporting

The Company operates in one segment, focused on developing and commercializing ACT using autologous TIL for the treatment of metastatic melanoma and other solid cancers.

Subsequent Events

Research collaboration and exclusive worldwide license agreement

BALANCE SHEET COMPONENTS

12 Months Ended

Dec. 31, 2019

BALANCE SHEET COMPONENTS

BALANCE SHEET COMPONENTS

NOTE 4. BALANCE SHEET COMPONENTS

Property and equipment, net consists of the following (in thousands):


	December 31,		December 31,
	2019		2018
Lab equipment	$	4,530	$	4,160
Leasehold improvements		2,372		1,776
Computer equipment		258		337
Office furniture and equipment		457		263
Construction in progress		5,417		107
Total Property and equipment, cost		13,034		6,643
Less: Accumulated depreciation and amortization		(4,498)		(3,960)
property and equipment, net	$	8,536	$	2,683

Depreciation expense for the years ended December 31, 2019, 2018 and 2017 was approximately $1.2 million, $1.0 million and $1.0 million, respectively.

Accrued liabilities consist of the following (in thousands):


	December 31,		December 31,
	2019		2018
Accrued payroll and employee related expenses	$	6,866	$	4,113
Legal and related services		866		825
Clinical related		4,692		3,424
Manufacturing related		2,184		2,684
Deferred rent - current		—		124
Accrued other		1,657		489
	$	16,265	$	11,659

LEASES - Company's right-of-use asset and lease liabilities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
LEASES
Operating lease right-of-use assets	$ 10,695
Operating lease liabilities
Current portion included in current liabilities	7,252
Long-term portion included in non-current liabilities	4,248
Total operating lease liabilities	$ 11,500

STOCKHOLDERS' EQUITY - Warrant activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Shares Under Warrants
Outstanding, ending balance	9,494,712
Weighted Average Exercise Price
Outstanding, ending balance	$ 12.00
Weighted Average Remaining Contractual Life
Options outstanding, remaining term	8 years 18 days
Warrant
Shares Under Warrants
Outstanding, beginning balance	0	6,301,216	6,566,216
Issued		0	0
Exercised		(6,301,216)	(265,000)
Expired/Cancelled		0	0
Outstanding, ending balance	0	0	6,301,216
Weighted Average Exercise Price
Outstanding, beginning balance	$ 0	$ 2.51	$ 2.51
Exercise price (in dollars per share)		0	0
Exercised		2.51	2.50
Expired/Cancelled		0	0
Outstanding, ending balance	$ 0	$ 0	$ 2.51
Weighted Average Remaining Contractual Life
Options outstanding, remaining term	0 years	0 years
Aggregate Intrinsic Value
Outstanding, ending balance	$ 0	$ 0

QUARTERLY UNAUDITED RESULTS (Tables)

12 Months Ended

Dec. 31, 2019

QUARTERLY UNAUDITED RESULTS

Schedule of Quarterly Financial Information


	2019									2018
	(in thousands, except per share information)
	Q1		Q2		Q3		Q4			Q1	Q2		Q3		Q4
Revenue	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Net loss	$	(36,950)	$	(47,551)	$	(49,487)	$	(63,568)	$	(26,515)	$	(30,660)	$	(33,830)	$	(32,575)
Net loss per share, basic and diluted	$	(0.30)	$	(0.38)	$	(0.40)	$	(0.50)	$	(0.31)	$	(0.34)	$	(0.36)	$	(0.27)
Weighted average share used in computing net loss per share, basic and diluted		123,415		123,567		124,035		126,273		84,350		90,236		95,077		119,085

INCOME TAXES - Other information (Details) - USD ($)	12 Months Ended
INCOME TAXES - Other information (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Income Tax Contingency [Line Items]
Operating Loss Carry forwards Having Definite Expire life Value	$ 142,400,000
Operating Loss Carry forwards Having Indefinite Expire life Value	284,400,000
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	50,600,000	$ 30,300,000	$ 6,400,000
Interest or penalties on unpaid tax	0	$ 0	$ 0
Domestic Tax Authority [Member]
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	426,800,000
State and Local Jurisdiction [Member]
Income Tax Contingency [Line Items]
Operating Loss Carryforwards	$ 128,500,000

INCOME TAXES (Tables)

12 Months Ended

Dec. 31, 2019

INCOME TAXES

Schedule of Deferred Tax Assets and Liabilities


	As of December 31,
	2019		2018
Deferred income tax asset:
Net operating loss carry forward	$	95,473	$	56,971
Stock-based compensation		8,851		5,823
Tax credit carry forwards		22,711		14,356
Lease liabilities		2,529
Depreciation and amortization		98
Reserves and accruals		1,410		1,049
Deferred tax assets before valuation allowance		131,072		78,199
Less: valuation allowance		(128,720)		(78,146)
Net deferred income tax assets		2,352		53
Deferred tax liabilities:
Depreciation and amortization		(2,352)		(53)
Net deferred tax assets (liabilities)	$	—	$	—

Schedule of Effective Income Tax Rate Reconciliation


	Years ended December 31,
	2019		2018		2017
Federal statutory tax rate	(21)	%	(21)	%	(34)	%
Orphan Drug & Research credits	(4)		(3)		—
Permanent and other differences	1		1		4
Tax rate change	—		—		23
State tax, net of federal benefit	(2)		(1)		—
	(26)	%	(24)	%	(7)	%
Valuation allowance	26	%	24	%	7	%
Effective tax rate	—	%	—	%	—	%

Schedule of Components of Income Tax Expense (Benefit)


	Years Ended December 31,
	2019		2018		2017
Federal:
Current	$	—	$	—	$	—
Deferred		(47,010)		(28,277)		(7,391)
State and Local
Current		—		—		—
Deferred		(3,564)		(2,020)		944
Change in Valuation Allowance		50,574		30,297		6,447
Total income tax expense (benefit)	$	—	$	—	$	—

Schedule of Unrecognized Tax Benefits


	Years Ended December 31,
	2019		2018		2017
Unrecognized benefit - beginning of period	$	6,344	$	4,111	$	—
Gross decreases - prior period tax positions		—		118		2,780
Gross increase current period tax positions		3,694		2,115		1,331
Unrecognized benefit - end of period	$	10,038	$	6,344	$	4,111

Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Series A Convertible Preferred Stock	Series B Convertible Preferred Stock	Common Stock	Additional Paid-in Capital	Accumulated other Comprehensive Income	Accumulated Deficit	Total
Beginning Balance at Dec. 31, 2016		$ 8	$ 3	$ 323,994	$ 29	$ (157,116)	$ 166,918
Beginning Balance (in Shares) at Dec. 31, 2016	1,694	7,946,673	62,248,074
Stock-based compensation expense				11,968			11,968
Vesting of restricted shares issued for services (in shares)			225,970
Tax payments related to shares withheld for vested restricted stock awards				(1,252)			(1,252)
Common stock issued upon exercise of warrants				662			662
Common stock issued upon exercise of warrants (in Shares)			265,000
Common stock issued upon exercise of stock options				5,616			5,616
Common stock issued upon exercise of stock options (in shares)			1,011,284
Unrealized loss on short-term investments					(29)		(29)
Common stock sold in public offering, net of offering costs				53,662			53,662
Common stock sold in public offering, net of offering costs (in shares)			8,846,154
Conversion of convertible preferred stock into common stock		$ (1)		1
Conversion of convertible preferred stock into common stock (in Shares)		(568,432)	568,432
Net loss						(92,064)	(92,064)
Ending Balance at Dec. 31, 2017		$ 7	$ 3	394,651		(249,180)	145,481
Ending Balance (in Shares) at Dec. 31, 2017	1,694	7,378,241	73,164,914
Stock-based compensation expense				20,027			20,027
Vesting of restricted shares issued for services (in shares)			45,833
Tax payments related to shares withheld for vested restricted stock awards				(223)			(223)
Common stock issued upon exercise of warrants			$ 1	15,753			15,754
Common stock issued upon exercise of warrants (in Shares)			6,301,216
Common stock issued upon exercise of stock options				9,959			9,959
Common stock issued upon exercise of stock options (in shares)			1,336,514
Unrealized loss on short-term investments					(42)		(42)
Common stock sold in public offering, net of offering costs			$ 1	398,816			398,817
Common stock sold in public offering, net of offering costs (in shares)			40,300,000
Conversion of convertible preferred stock into common stock		$ (1)		1
Conversion of convertible preferred stock into common stock (in Shares)	(1,500)	(1,523,396)	2,273,396
Cancellation of restricted shares (in Shares)			(6,297)
Net loss						(123,580)	(123,580)
Ending Balance at Dec. 31, 2018		$ 6	$ 5	838,984	(42)	(372,760)	466,193
Ending Balance (in Shares) at Dec. 31, 2018	194	5,854,845	123,415,576
Stock-based compensation expense				24,277			24,277
Vesting of restricted shares issued for services			$ 1	(1)
Vesting of restricted shares issued for services (in shares)			27,514
Tax payments related to shares withheld for vested restricted stock awards				(312)			(312)
Common stock issued upon exercise of stock options				6,443			6,443
Common stock issued upon exercise of stock options (in shares)			727,492
Unrealized loss on short-term investments					262		262
Common stock issued from preferred stock conversion		$ (2)		2
Common stock issued from preferred stock conversion (in Shares)		(2,273,726)	2,273,726
Cancellation of common shares from settlement of dispute			$ (1)	(335)			(336)
Cancellation of common shares from settlement of dispute (In Shares)			(32,500)
Net loss						(197,556)	(197,556)
Ending Balance at Dec. 31, 2019		$ 4	$ 5	869,354	$ 220	(570,612)	$ 298,971
Ending Balance (in Shares) at Dec. 31, 2019	194	3,581,119	126,411,808
Adoption of ASU 2018-07				$ 296		$ (296)

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS - Short-term investments (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
Short-term Investments	$ 293,112	$ 386,371
US treasury securities
Short-term Investments	242,249	265,393
US government agency securities
Short-term Investments	$ 50,863	$ 120,978

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Useful lives, impairment (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Impairment of Long-Lived Assets Held-for-use	$ 0	$ 0	$ 0
Computer equipment
Property, Plant and Equipment, Useful Life	2 years
Office furniture and equipment
Property, Plant and Equipment, Useful Life	5 years
Lab equipment
Property, Plant and Equipment, Useful Life	5 years
Leasehold improvements
Property, Plant and Equipment, Estimated Useful Lives	Lesser of the remaining economic life of the asset or the lease-term

BALANCE SHEET COMPONENTS - Accrued liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2019	Dec. 31, 2018
BALANCE SHEET COMPONENTS
Accrued payroll and employee related expenses	$ 6,866	$ 4,113
Legal and related services	866	825
Clinical related	4,692	3,424
Manufacturing related	2,184	2,684
Deferred rent - current		124
Accrued other	1,657	489
Accrued liabilities	$ 16,265	$ 11,659

QUARTERLY UNAUDITED RESULTS (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
QUARTERLY UNAUDITED RESULTS
Net Loss	$ (63,568)	$ (49,487)	$ (47,551)	$ (36,950)	$ (32,575)	$ (33,830)	$ (30,660)	$ (26,515)	$ (197,556)	$ (123,580)	$ (92,064)
Net loss per share, basic and diluted	$ (0.50)	$ (0.40)	$ (0.38)	$ (0.30)	$ (0.27)	$ (0.36)	$ (0.34)	$ (0.31)	$ (1.59)	$ (1.27)	$ (1.41)
Weighted average share used in computing net loss per share, basic and diluted	126,273	124,035	123,567	123,415	119,085	95,077	90,236	84,350	124,336	97,277	65,242

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Stock-based compensation by instrument (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Total stock-based compensation expenses	$ 24,277	$ 20,027	$ 11,968
Stock option
Total stock-based compensation expenses	23,964	19,758	10,862
Restricted stock award expenses
Total stock-based compensation expenses			34
Restricted stock units
Total stock-based compensation expenses	$ 313	$ 269	$ 1,072

STOCK BASED COMPENSATION - Additional information (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended		12 Months Ended
	Jun. 01, 2016	Aug. 31, 2013	Jul. 31, 2013	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017	Apr. 22, 2018	Apr. 16, 2016	Apr. 10, 2015	Nov. 30, 2014	Aug. 20, 2014	Aug. 19, 2014	Oct. 14, 2011
STOCK BASED COMPENSATION
Intrinsic value of options exercised				$ 5,300	$ 2,300	$ 2,600
Weighted average grant date fair value, options granted				$ 9.48	$ 14.44	$ 6.58
Share-based Compensation				$ 24,277	$ 20,027	$ 11,968
Restricted Common Stock
STOCK BASED COMPENSATION
Unvested shares				0	0	0
Share-based Compensation				$ 0	$ 0	$ 0
Restricted stock units
STOCK BASED COMPENSATION
Stock-based compensation expense				$ 300	300	1,100
Unrecognized compensation cost recognition period				5 months 1 day
Unrecognized compensation cost				$ 100
Unvested shares				22,916
Restricted stock units \| Chief Executive Officer
STOCK BASED COMPENSATION
Granted	550,000
Granted	$ 5.87
Stock option
STOCK BASED COMPENSATION
Stock-based compensation expense				$ 24,000	$ 19,800	$ 10,900
Unrecognized compensation cost				$ 41,200
Unrecognized compensation cost recognition period				1 year 11 months 19 days
2011 Equity Incentive Plan
STOCK BASED COMPENSATION
Number of shares available				151,240
Common stock, capital shares reserved for future issuance		1,700,000									1,900,000	1,700,000	180,000
Maximum award per person per year (in shares)		300,000	50,000
Equity Incentive Plan
STOCK BASED COMPENSATION
Shares authorized								9,000,000	4,000,000	2,350,000
Number of shares available				174,292
The 2018 Plan
STOCK BASED COMPENSATION
Shares authorized							6,000,000
Number of shares available				3,297,600
Vesting on first anniversary \| Restricted stock units
STOCK BASED COMPENSATION
Vested	(137,500)
Vesting on satisfaction of clinical trial milestones \| Restricted stock units
STOCK BASED COMPENSATION
Vested	(275,000)
Vesting over period after first anniversary \| Restricted stock units
STOCK BASED COMPENSATION
Vested	(137,500)
Vesting period	36 months

LEASES - maturities of the Company's operating lease liabilities (Details) $ in Thousands	Dec. 31, 2019 USD ($)
2020	$ 7,821
2021	3,608
2022	342
2023	269
2024	253
Total lease payments	12,293
Less: Present value adjustment	(793)
Operating lease liabilities	11,500
Facility leases
2020	1,940
2021	968
2022	342
2023	269
2024	253
Total lease payments	3,772
Less: Present value adjustment	(368)
Operating lease liabilities	3,404
CMO embedded leases
2020	5,881
2021	2,640
Total lease payments	8,521
Less: Present value adjustment	(425)
Operating lease liabilities	$ 8,096

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

12 Months Ended

Dec. 31, 2019

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

NOTE 3. CASH AND CASH EQUIVALENTS, AND SHORT-TERM INVESTMENTS

Cash equivalents, and short-term investments consist of the following (in thousands):


	December 31,		December 31,
	2019		2018

Cash equivalents - Money market funds	$	10,049	$	25,968
Cash equivalents total	$	10,049	$	25,968

Cash equivalents in the tables above exclude cash demand deposits of $3.9 million and $56.2 million as of December 31, 2019 and 2018, respectively (in thousands).


	December 31,		December 31,
Short-term Investments	2019		2018
US treasury securities	$	242,249	$	265,393
US government agency securities		50,863		120,978
Short-term investments total	$	293,112	$	386,371

The cost and fair value of cash equivalents and short-term investments at December 31, 2018 and 2019 were as follows (in thousands):


					Gross		Gross
					Unrealized		Unrealized
As of December 31, 2019	Cost		Accretion		Gains		Losses		Fair Value
US treasury securities	$	241,709	$	364	$	179	$	(3)	$	242,249
US government agency securities		50,712		107		44		—		50,863
Total	$	292,421	$	471	$	223	$	(3)	$	293,112


					Gross		Gross
					Unrealized		Unrealized
As of December 31, 2018	Cost		Accretion		Gains		Losses		Fair Value
US treasury securities	$	264,619	$	813	$	19	$	(58)	$	265,393
US government agency securities		120,653		328		21		(24)		120,978
Total	$	385,272	$	1,141	$	40	$	(82)	$	386,371

Unrealized gains and losses are included in accumulated other comprehensive loss. All short-term investments held by the Company as of December 31, 2019 and 2018 have a maturity of less than one year.

SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES - Concentrations, etc. (Details) $ in Millions		12 Months Ended
	Jan. 01, 2019 USD ($)	Dec. 31, 2019 item
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Number Of Financial Institutions \| item		3
Lease, Practical Expedients, Package [true false]	true
Restatement Adjustment \| Accounting Standards Update 2018-07
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cumulative Effect of New Accounting Principle in Period of Adoption \| $	$ 0.3

LEGAL PROCEEDINGS (Details)						1 Months Ended			3 Months Ended	12 Months Ended
LEGAL PROCEEDINGS (Details)	Jul. 05, 2018 item	Feb. 05, 2018 item	Jun. 13, 2017 USD ($) shares	Apr. 14, 2017 item	Jun. 03, 2016 USD ($)	Mar. 31, 2013	Nov. 30, 2012 USD ($)	Jun. 30, 2012 USD ($)	Jun. 30, 2016 shares	Dec. 31, 2019 shares	Dec. 31, 2018 shares	Dec. 31, 2017 shares	Sep. 28, 2018 USD ($)	Apr. 08, 2016 USD ($)
Damages claimed \| $					$ 500,000
Common stock registered for resale									128,500
Number of share options or share units exercised during the current period.									128,500
Class Action Suits Alleging Violation Of Federal Securities Laws
Loss Contingency, Number of Defendants \| item				3
Loss Contingency, Claims Dismissed, Number \| item		2
Loss Contingency, Pending Claims, Number \| item		6
Estimate of possible loss \| $													$ 0
Solomon Capital LLC Litigation
Proceeds from related party debt \| $							$ 100,000	$ 200,000
Debt instrument, convertible, number of equity instruments										1,110
Stockholders' Equity Note, Stock Split, Conversion Ratio						0.01
Twenty Eleven Equity Incentive Plan
Common stock issued upon exercise of stock options (in shares)										200,000
Steven Fischkoff
Loss Contingency, Claims Dismissed, Number \| item	2
Issued			150,000
Severance pay and retention bonus \| $			$ 300,000
Warrant
Shares sold under ineffective registration									128,500
Issued											0	0
Common stock issued upon exercise of stock options (in shares)											6,301,216	265,000
Minimum
Estimate of possible loss \| $														$ 1,500,000
Commercial Paper \| Solomon Capital LLC Litigation
Face amount \| $														$ 200,000

GENERAL ORGANIZATION AND BUSINESS (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Dec. 31, 2018	Sep. 30, 2018	Jun. 30, 2018	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
GENERAL ORGANIZATION AND BUSINESS
Net Loss	$ (63,568)	$ (49,487)	$ (47,551)	$ (36,950)	$ (32,575)	$ (33,830)	$ (30,660)	$ (26,515)	$ (197,556)	$ (123,580)	$ (92,064)
Net cash used in operating activities									(158,889)	(101,249)	(78,709)
cash equivalents, short-term investments, and restricted cash	312,500								312,500
Cash and cash equivalents	13,969				82,152				13,969	82,152	$ 145,373
Short-term investments	293,112				$ 386,371				293,112	$ 386,371
Restricted cash	$ 5,450								$ 5,450

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

STOCKHOLDERS' EQUITY

12 Months Ended

Dec. 31, 2019

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY

NOTE 5. STOCKHOLDERS’ EQUITY

Public Offerings

In January 2018, the Company closed an underwritten public offering of 15,000,000 shares of the Company’s common stock at a public offering price of $11.50 per share, before underwriting discounts, which included 1,956,521 shares issued upon the exercise in full by the underwriter of its option to purchase additional shares at the public offering price less the underwriting discount. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other offering expenses payable by the Company, were $172.5 million, with net proceeds to the Company of $162.0 million.

On October 17, 2018, the Company completed an underwritten public offering of 25,300,000 shares of the Company’s common stock at a public offering price of $9.97 per share, before underwriting discounts, which included 3,300,000 shares issued upon the exercise in full by the underwriter of its option to purchase additional shares at the public offering price less the underwriting discount. The gross proceeds from the offering, before deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, were $252.2 million, with net proceeds to the Company of $236.7 million.

On June 10, 2019, the certificate of incorporation of the Company was amended to increase the number of authorized shares of the Company’s common stock, par value $0.000041666, from 150,000,000 shares to 300,000,000 shares (the “Certificate of Amendment”). The Certificate of Amendment was approved by the Company’s stockholders at the Company’s 2019 Annual Meeting of Stockholders held on June 10, 2019.

Preferred Stock

The Company’s certificate of incorporation authorizes the issuance of up to 50,000,000 shares of “blank check” preferred stock. At December 31, 2019, 17,000 shares were designated as Series A Convertible Preferred Stock and 11,500,000 shares were designated as Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”).

Series A Convertible Preferred Stock

A total of 17,000 shares of Series A Convertible Preferred Stock have been authorized for issuance under the Company’s Certificate of Designation of Preferences and Rights of Series A Convertible Preferred Stock. The shares of Series A Convertible Preferred Stock have a stated value of $1,000 per share and are initially convertible into shares of common stock at a price of $2.00 per share, subject to adjustment.

The Series A Convertible Preferred Stock may, at the option of each investor, be converted into fully paid and non-assessable shares of common stock. The holders of shares of Series A Convertible Preferred Stock do not have the right to vote on matters that come before the Company’s stockholders. In the event of any dissolution or winding up of the Company, proceeds shall be paid pari passu among the holders of common stock and preferred stock, pro rata based on the number of shares held by each holder. The Company may not declare, pay or set aside any dividends on shares of capital stock of the Company (other than dividends on shares of common stock payable in shares of common stock) unless the holders of the Series A Convertible Preferred Stock shall first receive an equal dividend on each outstanding share of Series A Convertible Preferred Stock. The common shares issued were determined on a formula basis of 500 common shares for each share of Series A Convertible Preferred Stock converted.

No Shares of Series A Convertible Preferred Stock were converted during the year ended December 31, 2019. A total of 1,500 shares of Series A Convertible Preferred Stock were converted into 750,000 shares of common stock during the year ended December 31, 2018. At December 31, 2019 and 2018, 194 shares of Series A Convertible Preferred Stock (that are convertible into 97,000 shares of common stock) remained outstanding.

Series B Convertible Preferred Stock

A total of 11,500,000 shares of Series B Convertible Preferred Stock are authorized for issuance under the Company’s Series B Certificate of Designation of Rights, Preferences and Privileges of Series B Convertible Preferred Stock. The shares of Series B Convertible Preferred Stock have a stated value of $4.75 per share and are convertible into shares of the Company’s common stock at an initial conversion price of $4.75 per share.

Holders of Series B Convertible Preferred Stock are entitled to dividends on an as-if-converted basis in the same form as any dividends actually paid on shares of the Series A Convertible Preferred Stock or the Company’s common stock. So long as any Series B Convertible Preferred Stock remains outstanding, the Company may not redeem, purchase or otherwise acquire any material amount of the Series A Convertible Preferred Stock or any securities junior to the Series B Convertible Preferred Stock.

A total of 2,273,726 shares of Series B Convertible Preferred Stock were converted into 2,273,726 shares of common stock during the year ended December 31, 2019. A total of 1,523,396 shares of Series B Convertible Preferred Stock were converted into 1,523,396 shares of common stock during the year ended December 31, 2018. At December 31, 2019 and 2018, 3,581,119 and 5,854,845 shares of Series B Preferred Stock (that are convertible into 3,581,119 and 5,854,845 shares of common stock) remained outstanding, respectively.

Cancellation of Common Shares

On September 30, 2013, the Company and a third party entered into an agreement under which the Company issued 50,000 shares of unregistered stock in the Company to the third party. On January 16, 2019, the two parties entered into a confidential settlement agreement in connection with a dispute related to their prior relationship and activities. As part of the settlement, the third party returned 32,500 shares of common stock to the Company for cancellation and retained the remaining 17,500 shares. The Company included a gain of $335,000 on cancellation of 32,500 shares in Other income in its consolidated statement of operations.

Warrants

There were no remaining outstanding warrants as of December 31, 2019 and 2018. A summary of the changes of stock warrants is presented in the following table.


		Weighted		Weighted	Aggregate
	Shares	Average		Average	Intrinsic
	Under	Exercise		Remaining	Value
	Warrants	Price		Life	(in thousands)
Outstanding at January 1, 2017	6,566,216	$	2.51
Issued	—		—
Exercised	(265,000)		2.50
Expired/Cancelled	—		—
Outstanding at December 31, 2017	6,301,216	$	2.51
Issued	—		—
Exercised	(6,301,216)		2.51
Expired/Cancelled	—		—
Outstanding at December 31, 2018	—	$	—	—	$	—
Outstanding at December 31, 2019	—	$	—	—	$	—

BALANCE SHEET COMPONENTS - Other information (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
BALANCE SHEET COMPONENTS
Depreciation	$ 1.2	$ 1.0	$ 1.0