Current Report Filing (8-k)
May 07 2018 - 5:26PM
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):
May 1, 2018
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation)
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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 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 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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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.
¨
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Item 1.01.
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Entry into a Material Definitive Agreement.
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Note Issued for Loan Made By Adar Bays, LLC
On May 1, 2018, Northwest Biotherapeutics,
Inc. (the “Company”) issued a promissory note (the “Note”) to Adar Bays, LLC (the “Holder”)
in an initial principal amount of $1,388,888.89. The Note matures on August 25, 2018 and the purchase price reflected a 10% original
issue discount. Interest on the Note accrues at a rate of 6% per annum, commencing on May 1, 2018, which interest will be payable
through conversions into the Company’s common stock upon notice from the Holder. Upon the occurrence of an event of default
as defined in the Note, the Holder may elect to convert all or part of the principal of the Note into common stock of the Company.
The Note contains customary default provisions,
including provisions for potential acceleration of the Note and default interest.
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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 contained above in Item
1.01 is hereby incorporated by reference into this Item 2.03.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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The information contained above in Item
1.01 is hereby incorporated by reference into this Item 3.02. The Note described in this Item 3.02 was sold pursuant to an exemption
from registration pursuant to Sections 3(b) and 4(a)(2) of the Securities Act, and any issuances upon conversion of the Note will
be issued pursuant to the exemption afforded by Section 3(a)(9) of the Securities Act.
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: May 7, 2018
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By:
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/s/ Linda Powers
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Name:
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Linda Powers
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Title:
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Chief Executive Officer and Chairman
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