Current Report Filing (8-k)
March 05 2021 - 8:32AM
Edgar (US Regulatory)
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2021-03-01
2021-03-01
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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):
March 1, 2021
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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0-35737
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94-3306718
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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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 Instruction
A.2. below):
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¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule I 4a-I 2 under the Exchange Act (17 CFR 240.l 4a-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 l 3e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))
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Title of each class:
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Trading Symbol(s)
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Name of each exchange on which
registered:
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Common Stock, par value, $0.001 per share
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NWBO
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OTCQB
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Indicate
by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240. l 2b-2 of this chapter).
Emerging
Growth Company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01.
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Entry into a Material Definitive Agreement.
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Loan Entered Into
On March 1, 2021, Northwest Biotherapeutics,
Inc. (the “Company”) entered into a Commercial Loan Agreement and Note (collectively, the “Loan Agreement”)
with Streeterville Capital, LLC (the “Holder”) in the amount of $11,005,000. The Loan Agreement has a maturity of 22
months. Repayments do not start until November 1, 2021.
Following November 1, 2021, the Loan Agreement
will be amortized in 14 equal monthly installments of principal at 110% of the pro rata amount, plus accrued interest. Interest
on the Loan Agreement accrues at a rate of 8% per annum, and the Loan Agreement includes an original issue discount of ten percent.
The Loan Agreement allows pre-payment at any time at the Company’s election. If the Company elects to pre-pay, the pre-payment
would include a 10% charge. The Loan Agreement contains customary default provisions, including for potential acceleration.
The funds will be used for the Company’s
ongoing business operations.
Item 2.03.
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant.
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The
information included in Item 1.01 of this Current Report
on Form 8-K is incorporated herein by reference.
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:
March 1, 2021
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By:
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/s/ Linda Powers
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Name
:Linda Powers
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Title:
Chief Executive Officer and Chairman
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Northwest Biotherapeutics (QB) (USOTC:NWBO)
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