BETHESDA, Md., Feb. 29, 2016 /PRNewswire/ -- Northwest
Biotherapeutics (NASDAQ: NWBO) (NW Bio), a biotechnology company
developing DCVax® personalized immune therapies for solid tumor
cancers, today announced that it has entered into definitive
agreements with current institutional investors for a registered
direct offering with gross proceeds of up to approximately
$27.6 million, assuming exercise in
full of the overallotment option described below.
As part of the transaction, the Company will immediately sell
approximately 5.88 million shares of common stock at a purchase
price of $1.70 per share resulting in
gross proceeds to the Company of $10
million. The investors will also receive warrants to
purchase up to approximately 2.94 million shares of common stock
with an exercise price of $2.25 per
share. The warrants will have an exercise period of five
years commencing on the 6-month anniversary of the warrant
issuance.
In addition, Northwest granted to the investors a 60-day
overallotment option to purchase up to an additional 5.88 million
shares of common stock at a purchase price of $3.00 per share, for an aggregate purchase price
of approximately $17.6 million.
In connection with such purchase of shares pursuant to the
overallotment option, the investors will receive warrants to
purchase up to 2.94 million shares of the Company's common stock
with an exercise price of $4.00 per
share and an exercise period of five years commencing on the
6-month anniversary of the warrant issuance.
The placement is expected to close on or about March 3, 2016, subject to satisfaction of
customary closing conditions. H.C. Wainwright & Co., LLC
acted as the exclusive placement agent for the transaction.
The securities described above are being offered pursuant to a
shelf registration statement (File No. 333-207976), which was
declared effective by the United States Securities and Exchange
Commission ("SEC") on December 22,
2015. 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 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, at
placements@hcwco.com.
About Northwest Biotherapeutics
Northwest Biotherapeutics is a biotechnology company focused on
developing personalized immunotherapy products designed 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), which is on a partial
clinical hold in regard to new screening of patients. 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 types of inoperable solid
tumors cancers. It has completed enrollment in the Phase I
portion of the trial. The Company previously conducted a
Phase I/II trial with DCVax-L for metastatic ovarian cancer
together with the University of
Pennsylvania. The Company previously received
clearance from the FDA for a 612-patient Phase III trial in
prostate cancer. In Germany,
the Company has received approval of a 5-year Hospital Exemption
for the treatment of all gliomas (primary brain cancers) 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 ongoing
ability to raise additional capital, 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 and
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, Inc.