Current Report Filing (8-k)
April 05 2017 - 5:17PM
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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March 30, 2017
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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 3.02.
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UNREGISTERED SALES OF EQUITY SECURITIES
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On March 30,
2017, Northwest Biotherapeutics, Inc. (the "Company") issued 2,500,000 shares of the Company's common stock, par value $0.001
per share (the "Common Stock") in satisfaction of certain existing obligations to an unrelated third party from debt which
was assumed from Cognate BioServices, Inc. ("Cognate") on October 13, 2016, as previously reported, and for which the Company
and Cognate are negotiating for a credit against a portion of unpaid invoices owed by the Company to Cognate.
The
Company relied on the exemption from federal registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The Company
relied on these exemptions from registration based in part on representations made by the parties.
SIGNATURES
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: April 5, 2017
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By:
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/s/
Linda F. Powers
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Name: Linda F. Powers
Title: Chief Executive Officer
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