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