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Item 1.01.
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Entry into a Material Definitive Agreement.
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Equity Financing
On September 20, 2017,
Northwest Biotherapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”)
with certain institutional investors (the “Purchasers”), for a registered direct offering (the “Offering”)
of 8,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the purchase
price of $0.20 per share (the “Shares”). Additionally, the investors will receive five-year Class A warrants to purchase
up to 4,375,000 shares of Common Stock at an exercise price of $0.22 per share (the “Class A Warrants”). The Class
A Warrants are exercisable immediately, subject to the 4.99% (or, at election of holder, 9.99%) beneficial ownership limit.
The aggregate gross
proceeds of the offering are expected to be approximately $1.75 million (excluding proceeds receivable upon the exercise of
the Class A Warrants). Additionally, net proceeds, after deducting the Placement Agent Fee (described below) and other estimated
offering expenses payable by the Company, are expected to be approximately $1.63 million. The Company intends to use the net
proceeds from the Offering for general corporate purposes, which may include working capital, capital expenditures, research and
development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments.
The offer and sale
of the securities in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”),
pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-213777), which became effective
on October 18, 2016. Pursuant to Rule 424(b) under the Securities Act, the Company will file a prospectus supplement in connection
with the Offering. The Securities may only be offered by means of a prospectus. Copies of the prospectus and prospectus supplement
can be obtained directly from the Company and at the SEC’s website at www.sec.gov.
In connection with
the Offering, the Company engaged Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (the “Placement Agent”),
to act as its exclusive placement agent. The Company agreed to pay the Placement Agent a cash placement fee equal to 7% of the
aggregate purchase price for the securities sold in the registered offering, plus a non-accountable expense allowance equal to
$30,000. The Placement Agent will also receive Common Stock purchase warrants (the “Compensation Warrants”) to purchase
up to 612,500 shares of Common Stock, or 7% of the aggregate number of shares of common Stock sold in the registered offering,
at an exercise price of $0.25, or 125% of the public offering price per share in the registered offering. If required by FINRA
Rule 5110, the Compensation Warrants shall not be transferable for six months from the date of issuance, and further, the number
of Shares underlying the Compensation Warrants shall be reduced if necessary to comply with FINRA rules or regulations.
The foregoing is only
a summary of the material terms of the documents related to the Offering. The foregoing description of the Agreement is qualified
in its entirety by reference to the Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which
is incorporated herein by reference. The foregoing description of the Warrants is qualified in its entirety by reference to the
Form of Class A Common Stock Purchase Warrant which is filed as Exhibits 10.2 to this Current Report on Form 8-K, which is incorporated
herein by reference. The foregoing description of the compensation to the Placement Agent is qualified in its entirety by reference
to the Engagement Agreement dated September 19, 2017 (the “Engagement Agreement”) with Rodman & Renshaw which is
filed as Exhibit 10.3 to this Current Report on Form 8-K which is incorporated herein by reference.
On September 22, 2017,
the Company issued a press release announcing the registered offering. A copy of the press release is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.