BETHESDA, Md., Aug. 14, 2014 /PRNewswire/ -- Northwest
Biotherapeutics, Inc. (NASDAQ: NWBO) ("NW Bio") today announced the
pricing of $17.5 million aggregate
principal amount of its unsecured convertible notes (the "Notes")
in a private placement. The Notes are initially convertible
at $7.30 per share, a 10% premium
above the closing market price of $6.64 per share on August
13, 2014. NW Bio plans to use the offering proceeds to
fund new manufacturing capacity in Europe and for general corporate purposes.
The Notes will bear interest at a rate of 5.00% per year,
and mature in three years unless earlier converted. The Notes
will be subject to certain adjustments as provided in the
Indenture. The investors in the Notes will have the right,
exercisable for three months, to purchase up to an additional 30%
of the aggregate principal amount of the Notes on the same terms
and conditions.
The sale of the Notes to the initial purchasers is expected to
settle on August 19, 2014, subject to
customary closing conditions, and is expected to result in
approximately $16.15 million net
proceeds to NW Bio, after deducting fees and estimated offering
expenses payable by NW Bio.
Neither the Notes nor the shares of NW Bio's common stock
issuable upon conversion of the Notes, if any, have been registered
under the Securities Act of 1933, as amended (the "Act") or the
securities laws of any other jurisdiction, and may not be offered
or sold in the United States
absent registration or an applicable exemption from such
registration requirements. This press release does not
constitute an offer to sell, or a solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale is unlawful.
Any offers of the securities will be made only by means of a
private offering memorandum pursuant to Rule 144A under the
Act.
About Northwest Biotherapeutics
Northwest Biotherapeutics is a biotechnology company focused on
developing immunotherapy products to treat cancers more effectively
than current treatments, without toxicities of the kind associated
with chemotherapies, and on a cost-effective basis, in both
the United States and Europe. The Company has a broad platform
technology for DCVax dendritic cell-based vaccines. The Company's
lead program is a 348-patient Phase III trial in newly diagnosed
Glioblastoma multiforme (GBM). GBM is the most aggressive and
lethal form of brain cancer, and is an "orphan disease." The
Company is under way with a 60-patient Phase I/II trial with
DCVax-Direct for all inoperable solid tumors cancers and has
completed enrollment in the Phase I portion of the trial. The
Company previously received clearance from the FDA for a
612-patient Phase III trial in prostate cancer. The Company
conducted a Phase I/II trial with DCVax for metastatic ovarian
cancer together with the University of Pennsylvania. In
Germany, the Company recently
received approval of a 5-year Hospital Exemption for treatment of
glioma (brain cancer) patients outside the clinical trial.
Disclaimer
Statements made in this news release that are not historical
facts, including statements concerning future treatment of patients
using DCVax and future clinical trials, are forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Words such as "expect," "believe,"
"intend," "design," "plan," "continue," "may," "will,"
"anticipate," and similar expressions are intended to identify
forward-looking statements. Actual results may differ
materially from those projected in any forward-looking
statement. Specifically, there are a number of important
factors that could cause actual results to differ materially from
those anticipated, such as risks related to the Company's ability
to comply with the closing conditions or other conditions that
might prevent the closing of the offering, the use of
proceeds from the offering of the Notes, the Company's ability to
enroll patients in its clinical trials and complete the trials on a
timely basis, uncertainties about the clinical trials process,
uncertainties about the timely performance of third parties, risks
related to whether the Company's products will demonstrate safety
and efficacy, risks related to the Company's and Cognate's
abilities to carry out the intended manufacturing expansions, risks
related to the Company's ongoing ability to raise additional
capital, risks related to the Company's ability to carry out the
Hospital Exemption program and risks related to possible
reimbursement and pricing. Additional information on these
and other factors, including Risk Factors, which could affect the
Company's results, is included in its Securities and Exchange
Commission ("SEC") filings. Finally, there may be other
factors not mentioned above or included in the Company's SEC
filings that may cause actual results to differ materially from
those projected in any forward-looking statement. You should
not place undue reliance on any forward-looking statements.
The Company assumes no obligation to update any forward-looking
statements as a result of new information, future events or
developments, except as required by securities laws.
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SOURCE Northwest Biotherapeutics, Inc.