Notification That Annual Report Will Be Submitted Late (nt 10-k)
March 19 2019 - 5:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 12b-25
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SEC FILE NUMBER
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001-35737
CUSIP NUMBER
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NOTIFICATION OF LATE FILING
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66737P600
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(Check one):
x
Form 10-K
¨
Form
20-F
¨
Form 11-K
¨
Form 10-Q
¨
Form 10-D
¨
Form N-SAR
¨
Form N-CSR
For Period Ended:
December 31, 2018
¨
Transition Report on Form 10-K
¨
Transition Report on Form 20-F
¨
Transition Report on Form 11-K
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Transition Report on Form 10-Q
¨
Transition Report on Form N-SAR
For the Transition Period Ended:________________________
Nothing in this form shall be construed to imply that the
Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked
above, identify the item(s) to which the notification relates:_______________________________________________________________________________________
PART I - REGISTRANT INFORMATION
Northwest Biotherapeutics, Inc.
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Full name of registrant
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Former name if applicable:
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4800 Montgomery Lane, Suite 800
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Address of principal executive office
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Bethesda, Maryland 20814
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City, state and zip code
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PART II - RULES 12b-25 (b) AND (c)
If the subject report could not be filed
without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed.
(Check box if appropriate.)
x
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail why Forms
10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed
time period.
Northwest Biotherapeutics, Inc. (the “Company”)
is unable to file its 10-K timely for several reasons, including additional analyses needed in regard to valuation of the 17-acre
property on which the Company retained ownership in the recent sale of its property in Sawston, UK. In addition, due to surpassing
a size threshold, this is the first year that the Company must undergo an auditor SOX 404 evaluation of the Company’s internal
controls, which is still in process.
PART IV - OTHER INFORMATION
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(1)
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Name and telephone number of person to contact in regard to this notification.
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Linda F. Powers
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(240)
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497-9024
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(Name)
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(Area Code)
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(Telephone Number)
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(2)
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Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the
preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is
no, identify report(s).
x
Yes
¨
No
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(3)
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Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof?
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Yes
x
No
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If so: attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
Northwest Biotherapeutics, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: March 19, 2019
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By:
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/s/ Linda F. Powers
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Name:
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Linda F. Powers
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Title:
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President and Chief Executive Officer
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