Current Report Filing (8-k)
June 30 2016 - 5:22PM
Edgar (US Regulatory)
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):
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June 24, 2016
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NORTHWEST BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35737
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94-3306718
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4800 Montgomery Lane, Suite 800
Bethesda, MD 20814
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(Address of principal executive offices)
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(204) 497-9024
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(Registrant’s telephone number, including area code)
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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:
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¨
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Written communications pursuant to Rule 425 under the
Securities Act
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
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On
June 24, 2016, Northwest Biotherapeutics, Inc. (the “Company”) received a written notice (the “Notice”)
from the Staff of The NASDAQ Stock Market LLC (“Nasdaq”) that the Company is not in compliance with Nasdaq Listing
Rule 5550(a)(2), as the minimum bid price of the Company’s common stock has been below $1.00 per share for 30 consecutive
business days. The Notice has no immediate effect on the listing of the Company’s common stock, and its common stock will
continue to trade on The Nasdaq Capital Market under the symbol “NWBO” at this time.
In
accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 days, or until December 21, 2016, to
regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the Company’s common
stock must meet or exceed $1.00 per share for at least 10 consecutive business days during this 180-day period.
In
the event the Company does not regain compliance by December 21, 2016, the Company may be eligible for an additional 180-day grace
period if it meets the initial listing standards (with the exception of the bid price and market value of publicly held shares
requirements) for The Nasdaq Capital Market, and provides written notice to Nasdaq of its intention to cure the deficiency during
the second 180-day grace period, by effecting a reverse stock split, if necessary. If the Company does not regain compliance within
the allotted compliance period(s), Nasdaq will provide notice that the Company’s common stock will be subject to delisting.
At that time, the Company could request a hearing before a NASDAQ Listing Qualifications Panel (the “Panel”). The hearing
request would automatically stay any suspension or delisting action until the issuance of the hearing decision and the expiration
of any additional extension period granted by the Panel.
The
Company intends to monitor the closing bid price of its common stock on an ongoing basis, and consider a range of available options
to regain compliance with the share price listing standard. The Company could remedy the deficiency, either now or at a later date,
through a reverse stock split. However, t
he Company currently plans to regain compliance by focusing on progress in its
operational programs.
The Company has
been engaged in ongoing dialog with Nasdaq Staff and has submitted a remediation plan relating to certain stock issuances to
Cognate BioServices, Inc. (“Cognate”) which the Nasdaq Staff had previously notified the Company did not comply
with Nasdaq Listing Rules 5635(c) and (d). As the Company previously reported in a Current Report on Form 8-K filed on May 2,
2016,
the Company received a letter from the Nasdaq Staff on April 26, 2016, about
those stock issuances to Cognate. As of the date of this Current Report, the Company is engaged in an ongoing dialog with the
Nasdaq Staff and Cognate regarding the structure and terms of the proposed remediation plan. Upon completion of this dialog
and adoption of a resolution, the Company will make a further announcement.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
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99.1
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Press Release dated June 30, 2016
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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 THEREUNTO
DULY AUTHORIZED.
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NORTHWEST BIOTHERAPEUTICS, INC.
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Date: June 30, 2016
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By:
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/s/
Linda F. Powers
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