Current Report Filing (8-k)
December 28 2016 - 7:01AM
Edgar (US Regulatory)
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):
December 22, 2016
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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0-35737
(Commission
File Number)
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94-3306718
(IRS Employer
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 Instructions
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 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held an annual meeting of stockholders
on December 22, 2016 (the “Annual Meeting”). At the Annual Meeting, the stockholders voted on two matters: the re-election
of Dr. Alton L. Boynton and Mr. Cofer Black as Class I members of the Board of Directors, and ratification of the appointment of
Marcum LLP as the Company’s auditors for 2017.
Proposal No. 1.
Election of Directors.
The stockholders approved the re-election
of Dr. Alton L. Boynton and Mr. Cofer Black as Class I members of the Board of Directors to serve until the third annual meeting
of stockholders following the Annual Meeting. Each Class I member was elected at the Annual Meeting as follows:
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For
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Withheld
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Broker
Non-Votes
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Alton L. Boynton
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29,775,666
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25,353,676
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42,340,814
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Cofer Black
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54,894,381
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234,961
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42,340,814
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Proposal No. 2.
Ratification of Appointment of Registered Public Accounting Firm.
The stockholders ratified the appointment
of Marcum LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2017. Proposal
No. 2 was approved at the Annual Meeting as follows:
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For
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Against
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Abstained
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Ratification of Marcum LLP
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71,364,812
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559,941
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25,545,403
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Item 8.01. Other Events.
The Company entered into a $10 million
registered direct offering with certain institutional investors, which offering closed on December 22, 2016 (the “Offering”).
Pursuant to the Offering, the Company sold and issued 28,750,000 shares of common stock and five-year warrants for the purchase
of 14,287,500 shares of common stock at an exercise price of $0.35. The Company received aggregate proceeds from the Offering before
expenses of approximately $9.2 million.
Also on December 22, 2016, the Company
entered into a registered direct offering with one of its directors, Jerry Jasinowski. Pursuant to such offering, Mr. Jasinowki
agreed to purchase, subject to customary closing conditions, 1,285,714 shares of common stock and five-year warrants for the purchase
of 642,857 shares of common stock at an exercise price of $0.35. The Company will receive aggregate proceeds from this offering
of $450,000.
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: December 28, 2016
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By:
/s/ Linda Powers
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Name: Linda Powers
Title: Chief Executive Officer
and Chairman
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