Notification That Quarterly Report Will Be Submitted Late (nt 10-q)
November 10 2020 - 04:58PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
FORM
12b-25 |
SEC
FILE NUMBER |
001-35737
CUSIP NUMBER
|
NOTIFICATION
OF LATE FILING |
66737P600 |
(Check one): ¨
Form 10-K ¨ Form 20-F
¨ Form 11-K
x Form 10-Q
¨ Form 10-D
¨ Form N-CEN
¨ Form N-CSR
For Period Ended: September 30, 2020
¨ Transition Report on
Form 10-K
¨ Transition Report on
Form 20-F
¨ Transition Report on
Form 11-K
¨ Transition Report on
Form 10-Q
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. |
Full Name of Registrant
|
|
|
Former Name if Applicable |
|
4800
Montgomery Lane, Suite 800 |
Address of Principal Executive Office (Street and Number)
|
|
Bethesda,
Maryland 20814 |
City, State and Zip Code |
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 |
(a)
|
The
reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or
expense; |
(b)
|
The
subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, Form 11-K, Form N-CEN 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 |
(c)
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable. |
PART III - NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Northwest Biotherapeutics, Inc. (the “Company”) was unable to file
its Quarterly Report on Form 10-Q timely due to certain pending
accounting and valuation matters such as those in connection with
the acquisition of Flaskworks during the quarter, and due to
subsequent events (after September 30) affecting the accounting for
option awards during the quarter. The Company currently
expects to file its report within the extension period.
PART IV - OTHER INFORMATION
|
(1) |
Name
and telephone number of person to contact in regard to this
notification. |
Linda
F. Powers |
(240) |
497-9024 |
(Name) |
(Area
Code) |
(Telephone
Number) |
|
(2) |
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). Yes x No ¨ |
|
(3) |
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?
Yes x No ¨ |
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.
As a result of a large change in the fair value calculations for
derivative liabilities, as well as other accruals, this quarter
will reflect non-cash losses far larger than those reflected in Q3
of 2019.
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:
November 10, 2020 |
By: |
/s/
Linda F. Powers |
|
|
Name: |
Linda
F. Powers |
|
Title: |
President and Chief Executive Officer
Principal Executive Officer
Principal Financial and Accounting Officer
|