Current Report Filing (8-k)
December 21 2017 - 8:02AM
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 15, 2017
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 3.03
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Material Modification to Rights of Security Holders.
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The discussion in Item 5.03 of this Current
Report on Form 8-K is hereby incorporated by reference in this Item 3.03.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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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.
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Item 7.01
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Regulation FD Disclosure
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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.
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Item 9.01
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Financial Statements and Exhibits.
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(d)
Exhibits.
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 20, 2017
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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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