Entry into a Material Definitive Agreement.
On December 1, 2017,
Northwest Biotherapeutics, Inc. (the “Company”) entered into Subscription Agreements (the “Subscription Agreements”)
with certain investors. Pursuant to the Subscription Agreements, the Company agreed to issue to certain investors in a registered
direct offering (the “Series A Offering”) an aggregate of 7,058,235 shares of the Company’s Series A Preferred
Stock, par value $0.001 per share, at a purchase price of $1.70 per share, and two-year Class D-1 Common Stock Purchase Warrants
(the “Class D-1 Warrants”) to purchase up to 70,582,351 shares of common stock at an exercise price of $0.22 per share.
Prior to this offering
of Series A Preferred Stock, the Company had not issued any shares of preferred stock although 40 million such shares are authorized
under the Company’s Articles of Incorporation (the “Articles”) in addition to the 450 million of shares of Common
Stock authorized under the Articles.
The Series A Preferred
Stock will be convertible into common stock, but only when common stock is available or after 6 months following issuance. When
sufficient shares of common stock are available for issuance upon conversion, each share of Series A Preferred Stock will be convertible
at the option of the holder, at any time, into a total of 10 shares of registered common stock, par value $0.001 per share, for
a total of 70,582,350 shares of common stock (the equivalent of a conversion price of $0.17 per share of common stock). Shares
of the Series A Preferred Stock will only receive dividends if the common stock receives dividends, and such dividends would be
in the same amount, on an as-converted basis. In case of a liquidation event, if the Series A Preferred Stock is still outstanding
at that time, each holder will, with respect to each Series A Preferred share owned by such holder, be entitled to a liquidation
preference of either the amount paid for the Series A Preferred share or the amount that that the holder of such Series A Preferred
share would have received if it had converted such share to common stock immediately prior to the liquidation event.
The Class D-1 Warrants
are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise.
In connection with
the Series A Offering, the Company will enter into voting agreements with certain investors, in substantially the form filed as
Exhibit 10.2 hereto and incorporated herein by reference.
The Series A Offering
was made pursuant to the Company’s shelf registration statement on Form S-3, filed with the Securities and Exchange Commission
(“SEC”) on September 23, 2016, which became effective on October 18, 2016 (File No. 333-213777), as supplemented by
a prospectus supplement to be filed with the SEC.
The Company plans to
use the net proceeds from the Series A Offering for general corporate purposes, which may include working capital, capital expenditures,
research and development expenditures, regulatory affairs expenditures, clinical trial expenditures and acquisitions of new technologies
The foregoing is only
a summary of the material terms of the documents related to the Series A Offering. The foregoing description of the Series A Preferred
Stock is qualified in its entirety by reference to the full text of the Certificate of Designations of Series A Preferred Stock
which is filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description
of the Class D-1 Warrants is qualified in its entirety by reference to the Form of Class D-1 Common Stock Purchase Warrant which
is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description
of the Subscription Agreements is qualified in its entirety by reference to the Form of Subscription Agreement which is filed as
Exhibit 10.3 to this Current Report on Form 8-K, which is incorporated herein by reference.
On December 4, 2017,
the Company issued a press release announcing the Series A Offering. A copy of the press release is filed as Exhibit 99.1 hereto
and is incorporated herein by reference.