BETHESDA, Md., Oct. 7, 2014 /PRNewswire/ -- Northwest
Biotherapeutics (NASDAQ: NWBO) ("NW Bio"), a biotechnology company
developing DCVax® personalized immune therapies for solid tumor
cancers, today announced that the Company has entered into an
agreement with a single existing institutional shareholder for the
purchase and sale of approximately $11.5
million of newly issued shares of the Company's Common Stock
at a price of $5.05 per
share.
In connection with this stock purchase, the Company agreed to
modify certain existing contractual overallotment rights held by
the investor for the purchase of up to $17
million of the Company's Common Stock for an exercise period
of one year. The existing contractual purchase rights will be
put into the form of a warrant for such stock purchases, with a
reduction of the existing purchase rights from approximately
$17 million to approximately
$14.1 million, with six months of the
existing exercise period changed to a restricted period when the
warrant cannot be exercised, followed by a two and a half year
exercise period, and with a warrant exercise price of $5.15per share.
The placement is expected to close on or before October 10, 2014, subject to satisfaction of
customary closing conditions.
H.C. Wainwright & Co., LLC acted as the sole placement agent
for the transaction.
The shares of Common Stock to be issued at the closing are being
offered pursuant to a shelf registration statement (File No.
333-185898), which was declared effective by the United States
Securities and Exchange Commission ("SEC") on February 5, 2013. The warrants and
underlying shares of common stock offered thereby have not been
registered under the Securities Act of 1933, as amended, or any
state securities laws, and may not be offered or sold in
the United States absent
registration with the Securities and Exchange Commission or an
applicable exemption from such registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. When filed
with the SEC, copies of the prospectus supplement relating to the
shares sold at the closing and the accompanying base prospectus
relating to this offering may be obtained at the SEC's website at
http://www.sec.gov or by request at H.C. Wainwright & Co.,
LLC.
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, with a primary efficacy
endpoint of tumor regression. It 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 has also received
approval of a 5-year Hospital Exemption for the treatment of all
gliomas (brain cancer) patients outside of 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 ongoing
ability to raise additional capital, the impact of the new warrant
on the market for its Common Stock, risks related to 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 contemplated in the Cognate Agreements, 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