Current Report Filing (8-k)
March 10 2017 - 8:11AM
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):
March 9, 2017
NORTHWEST BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
|
0-35737
(Commission
File Number)
|
94-3306718
(IRS Employer
Identification No.)
|
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 1.01.
|
Entry into a Material Definitive Agreement.
|
As previously reported by Northwest Biotherapeutics,
Inc. (the “Company”), as required by the Company’s indenture (“Indenture”) relating to its Convertible
Senior Notes (the “Notes”) that were issued in August, 2014 and are otherwise due in August, 2017, the Company became
obligated in January 2017 to make an offer to repurchase the Notes for cash. If the holder of the Notes (the “Holder”)
were to accept the offer, the Company would be obligated to repurchase the Notes in full by March 10, 2017. The Company has been
in active negotiations with the holder of the Notes (the “Holder”) relating to a potential negotiated resolution in
lieu of the Company repurchasing the Notes pursuant to the Indenture provisions.
On March 9, 2017, the Company and the Holder
signed a Note Repurchase Agreement providing for the (a) immediate payment to the Holder of $500,000 in cash, plus accrued interest
through the stated maturity of the notes at 7% per annum, with retirement by the Holder of an equivalent amount of bonds; (b) immediate
issuance to the Holder of $1.5 million worth of the Company’s common stock based on the 5-day VWAP of $0.3713 per share for
the common stock measured from March 1, 2017; (c) payment, on the earlier of March 31, 2017 or the third business day after any
new funding raise by the Company, of $500,000 plus accrued interest through the stated maturity of the Notes at 7% per annum, with
a commensurate Bond retirement to occur upon the fulfillment of all obligations under the repurchase agreement; (d) payment, on
April 19, 2017, of $2,000,000, plus accrued interest through the stated maturity of the Notes at 7% per annum, with retirement
of $2,000,000 of bonds; payment, on May 20, 2017, of $2,500,000 plus accrued interest through the stated maturity of the Notes
at 7% per annum, with retirement of $2,500,000 of bonds; (e) payment, on June 20, 2017, of $5,500,000 plus accrued interest through
the stated maturity of the Notes at 7% per annum, with retirement of $5,500,000 of bonds; and (f) payment, when any cumulative
financing of new cash during the period of the Note Repurchase Agreement exceeds $15 million, of 30% of such excess amount to repurchase
Notes from the Holder within three business days of the closing of any such raise. Such prepayments will reduce the latest scheduled
payments then currently due.
All interest payments out to the original
maturity date in August of 2017 were pre-funded when the bonds were issued in August of 2014, so there will be no net requirement
for the Company to use operating funds for any of the various interest payments.
|
Item 2.03.
|
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
|
The information contained above in Item 1.01 is hereby incorporated
by reference into this Item 3.02.
|
Item 3.02.
|
Unregistered Sales of Equity Securities.
|
The information contained above in Item 1.01 is hereby incorporated
by reference into this Item 3.02. The Company intends the issuance of common stock to the Holder to be exempt from registration
pursuant to Section 3(a)(9) of the Securities Act.
Statements made in this Form 8-K that are not historical
facts, including statements concerning future payments and repurchases under the repurchase agreement, 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 fulfill its repayment obligations under the repurchase agreement, the risk of a default in its obligations under any installment
under the agreement, the Company’s ongoing ability to raise additional capital including to satisfy its obligations under
the repurchase agreement, 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.
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: March 9, 2017
|
By:
/s/ Linda Powers
|
|
Name: Linda Powers
Title: Title: Chief Executive Officer
and Chairman
|
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Mar 2024 to Apr 2024
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Apr 2023 to Apr 2024