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Date of report (Date of earliest event reported): November 10, 2023


Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)


Delaware   0-35737   94-3306718
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)


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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Title of each class:   Trading Symbol(s)   Name of each exchange on which
Common Stock, par value, $0.001 per share   NWBO   OTCQB


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 (§240.12b-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.Entry into a Material Definitive Agreement.


Loan Entered Into


On November 10, 2023, 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 24 months. Repayments do not start until November 10, 2024.


Following November 10, 2024, the Loan Agreement will be amortized in 12 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.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.


The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.







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.


Date: November 16, 2023 By: /s/ Linda Powers
  Name: Linda Powers
  Title: Chief Executive Officer and Chairman




Nov. 10, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 10, 2023
Entity File Number 0-35737
Entity Registrant Name Northwest Biotherapeutics, Inc.
Entity Central Index Key 0001072379
Entity Tax Identification Number 94-3306718
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 4800 Montgomery Lane
Entity Address, Address Line Two Suite 800
Entity Address, City or Town Bethesda
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20814
City Area Code 240
Local Phone Number 497-9024
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value, $0.001 per share
Trading Symbol NWBO
Entity Emerging Growth Company false

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