Current Report Filing (8-k)
June 19 2017 - 5:20PM
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):
June 13, 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.)
|
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))
|
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR 240.12b-2 of this chapter).
Emerging
Growth Company
☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
☐
|
Item 3.02.
|
Unregistered Sales of Equity Securities
|
On June 13, 2017, Northwest Biotherapeutics,
Inc. (the “Company”) granted options (the “Options”) to acquire shares of the Company’s common stock
(the “Shares”) to Dr. Marnix Bosch, the Chief Technical Officer of the Company, and Dr. Alton Boynton, the Chief Scientific
Officer of the Company, the two senior scientific leaders of the Company.
Dr. Bosch received Options exercisable
for 7,940,182 Shares and Dr. Boynton received Options exercisable for 3,402,935 Shares. The Company did not make any awards to
any personnel other than Dr. Bosch and Dr. Boynton.
The Options are exercisable at a price
of $0.25 per share, and have a 5-year exercise period. The Options were granted pursuant to the Second Amended and Restated Northwest
Biotherapeutics, Inc. 2007 Stock Plan (the “Equity Plan”).
The Equity Plan provides for awards of various
types of equity securities (including common stock, restricted stock units, options and/or other derivative securities) to employees
and directors of the Company.
The Options granted to Dr. Bosch and Dr.
Boynton are subject to vesting requirements. 50% of the Options vested on the grant date, and 50% will vest over a 24-month period
in equal monthly installments, provided that the recipient continues to be employed by the Company. The unvested portions of the
Options are subject to accelerated vesting upon (i) a change of effective control of the Company, (ii) the filing of the first
Biologics License Application or other application for product approval in any jurisdiction, (iii) completion of any randomized
clinical trial that meets its endpoint(s) (Phase II or Phase III), (iv) decision by the Board, in its discretion or (v) the death
of the recipient.
The securities referred to herein were issued
without registration pursuant to the exemption provided by Section 4(a)(2) under the Securities Act of 1933, as amended.
|
Item 5.02.
|
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
|
The information provided in Item 3.02 is
incorporated by reference herein.
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: June 19, 2017
|
By:
|
/s/ Linda Powers
|
|
|
Name:
|
Linda Powers
|
|
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