NWBO Northwest Biotherapeutics Inc (QB)

On January 20, 2021 (the “Effective Date”), the Audit Committee of Northwest Biotherapeudics, Inc. (the “Company”) approved and engaged Cherry Bekaert LLP (“Cherry”) as the Company’s new independent registered public accounting firm, subject to the completion of its standard client acceptance procedures. On January 21, 2021, the Company ended its engagement of Marcum LLP (“Marcum”). The Company’s decision was intended to lower its audit and audit related expenses.

The reports of Marcum on the financial statements of the Company for the years ended December 31, 2019 and 2018 contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle except with respect to the following: a change in the Company’s method of accounting for leases in 2019 due to the adoption of ASC 842, three material weaknesses in internal controls in the 2018 Form 10-K, all of which were confirmed as remediated and resolved in the 2019 Form 10-K (one of which related to information technology policies and procedures, one of which related to procedures for management review of accounting memos, monthly closings and certain contracts, and one of which related to certain documentation of internal controls), a material weakness in internal controls related to evaluation under ASC 740 and documentation of our evaluation of a contingency for a potential German tax assessment in the 2019 Form 10-K/A, and a qualification as to the Company’s ability to continue as a going concern, as in other years.

In connection with Marcum’s audits of 2019 and 2018, and their reviews of the Company’s financial statements through the Effective Date, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused them to make reference thereto in their reports on the financial statements.

The Company has furnished to Marcum the statements made in this Item 4.01. Attached as Exhibit 16.1 to this Form 8-K is Marcum’s letter to the Securities and Exchange Commission, dated January 25, 2021, regarding these statements.

During the two most recent fiscal years and through the Effective Date of this current report, the Company has not consulted with Cherry on any matter that (i) involved the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, in each case where a written report was provided or oral advice was provided that Cherry concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.