Current Report Filing (8-k)
October 27 2016 - 10:35AM
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):
October 27, 2016
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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0-35737
(Commission
File Number)
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94-3306718
(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 Instructions
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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 8.01. Other Events.
In
regard to the registered direct offering announced by the Company on October 21, 2016, the parties have mutually agreed to
delay the completion of the transaction while the maximum number of shares that may be sold and the allocation among
investors are confirmed. The number of shares the Company may sell is limited in certain types of transactions pursuant
to Nasdaq rules. Determination of the number of shares may involve analyses based on circumstances of the current and
prior financing transactions. Certain investors from prior Company financings have a right, for a limited period of
time, to participate in subsequent Company financings for up to fifty percent of each such subsequent financing. Such
participation rights would apply to the registered direct financing announced by the Company on October 21. The number
of shares which the prospective investor in this financing desired to purchase and the number of shares which the
prior investors would have a right to purchase may exceed the number of shares the Company may sell in this type of
transaction. The Company is in discussions with Nasdaq to confirm the maximum number of shares that may be sold.
The Company plans to proceed with financing once this determination has been completed. The Company will make a new
announcement at that time.
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: October 27, 2016
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By:
/s/ Linda Powers
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Name: Linda Powers
Title: Chief Executive Officer and Chairman
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