Current Report Filing (8-k)
February 21 2018 - 5:16PM
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): February 15, 2018
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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0-35737
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94-3306718
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(State or other jurisdiction
of incorporation)
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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, 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 Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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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 (§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.
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Unregistered Sales of Equity Securities.
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Regulation D Offering and Additional Sales of Series B Preferred
Stock
Subsequent to the completion of Northwest
Biotherapeutics, Inc.’s (the “Company”) Regulation D offering, reported in the Company’s Form 8-K filed
on January 4, 2018, the Company has made additional sales from January 21, 2018 through February 20, 2018 of an aggregate of 584,600
shares of Series B Preferred Stock, convertible into 5,846,000 shares of common stock, and Class D-2 Warrants to acquire an aggregate
of up to 5,846,000 additional shares of common stock for a subscription price of approximately $1,344,580, on the same terms as
in December 2017.
The Series B Preferred Stock is subject
to restrictions, under which it is not currently convertible and will not become convertible into common stock until common stock
is available therefor or after 6 months following issuance. When sufficient shares of common stock are available for issuance upon
conversion, each share of Series B Preferred Stock will be convertible at the option of the holder, at any time, into a total of
10 shares of common stock, par value $0.001 per share, for a total of 5,846,000 shares of common stock (the equivalent of a conversion
price of $0.23 per share of common stock). Shares of the Series B Preferred Stock will only receive dividends if the common stock
receives dividends, and such dividends would be in the same amount, on an as-converted basis. In case of a liquidation event, if
the Series B Preferred Stock is still outstanding at that time, each holder will, with respect to each Series B Preferred share
owned by such holder, be entitled to a liquidation preference of either the amount paid for the Series B Preferred share or the
amount that the holder of such Series B Preferred share would have received if it had converted such share to common stock immediately
prior to the liquidation event.
The Class D-2 Warrants are not currently
exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise.
In connection with this offering, the Company
entered into voting agreements with certain investors.
The Series B Preferred Stock and Class D-2
Warrants described in this Item 3.02 were offered and sold in reliance upon exemptions from registration pursuant to Rule 506(c)
of Regulation D promulgated under Section 4(a)(2) under the Securities Act. Each of the offerings was made to an “accredited
investor” (as defined by Rule 501 under the Securities Act).
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.
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NORTHWEST BIOTHERAPEUTICS, INC.
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Date: February 21, 2018
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By:
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/s/ Linda Powers
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Name:
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Linda Powers
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Title:
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Chief Executive Officer and Chairman
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