Current Report Filing (8-k)

Date : 12/21/2017 @ 8:02AM
Source : Edgar (US Regulatory)
Stock : Northwest Biotherapeutics, Inc. (QB) (NWBO)
Quote : 0.21  -0.0001 (-0.05%) @ 4:30PM

Current Report Filing (8-k)

 

 

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 15, 2017

 

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

(State or other jurisdiction

of incorporation)

0-35737

(Commission

File Number)

94-3306718

(IRS Employer

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))

 

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 3.03 Material Modification to Rights of Security Holders.

 

The discussion in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.03.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

Amended and Restated Series A Certificate of Designations

 

As previously announced, Northwest Biotherapeutics, Inc. (the “Company”) filed a Certificate of Designations relating to the Company’s Series A Preferred Stock. On December 15, 2017, the Company filed an Amended and Restated Series A Certificate of Designations with the Secretary of State of the State of Delaware, which corrected certain provisions in Sections 4.4 and Section 6.5. The foregoing does not purport to be a complete description of the Amended and Restated Series A Certificate of Designations and is qualified in its entirety by reference to the full text of the Amended and Restated Series A Certificate of Designations, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure

 

On December 19, 2017, the Company issued a press release announcing the commencement of a general solicitation offering of Series B Convertible Preferred Stock and Class D-2 Warrants to “accredited investors” as defined in Rule 501(a) of Regulation D. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

 

The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)        Exhibits.

 

Exhibit No. Description
   
3.1 Amended and Restated Series A Certificate of Designations of Northwest Biotherapeutics, Inc., filed with the Secretary of State of the State of Delaware on December 15, 2017.
99.1 Press Release dated December 19, 2017.

 

 

 

 

 

 

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.

 

 

  NORTHWEST BIOTHERAPEUTICS, INC.
   
   
Date:  December 20, 2017 By:     /s/  Linda Powers
 

Name:  Linda Powers

Title:    Chief Executive Officer and Chairman

 

 

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