NWBO Northwest Biotherapeutics Inc (QB)

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

 

Date of report (Date of earliest event reported): December 2, 2014

 

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware	0-33393	94-3306718
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification No.)

 

4800 Montgomery Lane, Suite 800

Bethesda, Maryland 20814

(Address of Principal Executive Offices)

 

(240) 497-9024

(Registrant’s telephone number, including area code)

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 7.01.

Regulation FD Disclosure.

 

In response to a question received from a stockholder of Northwest Biotherapeutics, Inc. (the “Company”) relating to the Company’s recently issued proxy statement and asking whether Toucan Partners, LLC sold 2,099,400 shares in 2014, the Company provided the response set forth in Exhibit 99.1 hereto. The information in this Item 7.01, including the exhibit attached hereto, is furnished solely pursuant to Item 7.01 of Form 8-K. Consequently, such information is not deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in this Item 7.01, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

 

Item 9.01.

Financial Statements and Exhibits.

 

(d)

List of Exhibits

 

Exhibit No.

Description

 

Exhibit 99.1

Response to Stockholder.

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	NORTHWEST BIOTHERAPEUTICS, INC.
Date: December 2, 2014	By:	/s/ Linda Powers
	Name: Title:	Linda Powers Chief Executive Officer and Chairman

 

 

Exhibit Index

 

Exhibit No.

Description

 

Exhibit 99.1

Response to Stockholder.

 

 

 

EXHIBIT 99.1

 

Question from stockholder:

 

Did Linda sell 2.0 million shares during 2014?

 

Toucan Partners, LLC (9)

4800 Montgomery Lane, Suite 801

Bethesda, MD 20814

 

		2014				2013				Change
Shares			2,211,784				4,311,184				(2,099,400	)
Warrants			1,893,690				1,370,335				523,355
Total			4,105,474				5,681,519				(1,576,045	)

 

 

Company response:

 

Dear John:

 

Thanks for checking with us about your question. Linda definitely did not sell 2,099,400 shares. Neither she nor Toucan has sold any shares. They both continue to be big believers in NW Bio and its potential.

 

Last year’s proxy showed a larger number of shares owned by Toucan Partners simply because in that filing, shares owned by Linda individually were included in the aggregate total shares reported as owned by Toucan Partners. This year’s proxy, as well as the 10-K covering 2013 and the 10-Qs for Q1, Q2 and Q3 of this year, have all reported Linda’s shares separately from the Toucan Partners shares, rather than reporting a combined number.

 

The 2 sets of Linda’s shares, now broken out separately from the Toucan Partners shares, are:

 

•           1,572,200 shares which belong to Linda and are now listed separately as individually owned by her

 

•           527,800 shares which are also Linda’s but have not been issued yet. These shares were going to be issued last year (and so were counted in the Toucan Partners’ share numbers in last year’s proxy), but were deferred. Since these shares have not been issued, they are not counted in Linda’s (or Toucan Partners’) share numbers in this year’s proxy. They will be counted and included in all reporting after they are issued.

 

These 2 sets of Linda’s shares total 2,100,000. This fully accounts for the difference of 2,099,400 shares in the Toucan Partners shares reported in this year’s proxy (2,211,784) vs. the Toucan Partners’ shares reported in last year’s proxy (4,311,784).

 

Suffice it to say, both Linda and Toucan continue to be strong supporters of the Company and to maintain their substantial “skin in the game.”

 

Thanks for your ongoing interest and support.

 

All the best,

 

Les Goldman