SCHEDULE 14C
(Rule 14c-101)
Information Statement Pursuant to Section 14(c) of
the Securities Exchange Act of 1934
Check the appropriate box:
o
|
|
Preliminary Information Statement
|
|
o
|
|
Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
|
|
þ
|
|
Definitive Information Statement
|
NORTHWEST BIOTHERAPEUTICS, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Persons) Filing Information Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ
|
|
No fee required.
|
|
o
|
|
Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
|
|
(1)
|
|
Title of each class of securities to which transaction applies:
|
|
|
(2)
|
|
Aggregate number of securities to which transaction applies:
|
|
|
(3)
|
|
Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
|
|
|
(4)
|
|
Proposed maximum aggregate value of transaction:
|
|
|
(5)
|
|
Total fee paid:
|
o
|
|
Fee paid previously with preliminary materials.
|
|
o
|
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the
filing for which the offsetting fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
|
|
(1)
|
|
Amount Previously Paid:
|
|
|
(2)
|
|
Form, Schedule or Registration Statement No.:
|
|
|
(3)
|
|
Filing Party:
|
|
|
(4)
|
|
Date Filed:
|
NORTHWEST BIOTHERAPEUTICS, INC.
7600 Wisconsin Ave.
Suite 750
Bethesda, MD 20814
NOTICE OF ACTION TAKEN BY WRITTEN CONSENT OF
THE MAJORITY STOCKHOLDERS
TO BE EFFECTIVE ON OR ABOUT JANUARY 10, 2008
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY
Dear Stockholder:
We are writing to give you notice of, and the attached Information Statement is being
distributed in connection with, an action by written consent of the majority stockholders of
Northwest Biotherapeutics, Inc., a Delaware corporation (the Company), taken on June 13, 2007,
which will be effective on or about January 10, 2008.
The purpose of this Information Statement is to inform the holders of record of shares of
common stock, par value $0.001 per share (the Common Stock) as of the close of business on the
record date, December 5, 2007, that our board of directors (the Board) has approved and
recommended, and a majority of our stockholders have consented to, resolutions to amend the
Companys Seventh Amended and Restated Certificate of Incorporation, as amended (the Certificate
of Incorporation) to:
|
(1)
|
|
decrease the number of authorized shares of Common Stock of the Company from
800,000,000 shares to 100,000,000 shares and decrease the number of authorized shares
of preferred stock, par value $0.001 per share (the Preferred Stock), of the Company
from 300,000,000 shares to 20,000,000 shares; and
|
|
(2)
|
|
eliminate redundancies in Article VI, Section (A) of the Certificate of
Incorporation that require vacancies on the Board of Directors that result from an
increase in the number of directors to be filled by the affirmative vote of a majority
of the Companys continuing directors, voting separately and as a subclass of
directors, and the affirmative vote of a majority of the directors then in office, and
to otherwise correct certain minor typographical errors in Article VI, Section (A) of
the Certificate of Incorporation.
|
The details of the amendments to the Certificate of Incorporation and other important
information are set forth in the accompanying Information Statement. The Board has unanimously
approved the amendments, which are expected to become effective on or
about January 10, 2008.
Under Section 228 of the General Corporation Law of the State of Delaware, stockholders may
take action by written consent without a meeting and without prior notice, so long as the holders
giving written consent own outstanding common stock in excess of the minimum number of votes that
would be necessary to authorize the action at a meeting at which all shares entitled to vote
thereon were present and voted. On that basis, the stockholders holding a majority of the
outstanding shares of common stock entitled to vote approved the foregoing amendments to the
Certificate of Incorporation. No other vote or stockholder action is required. You are hereby
being provided with notice of the approval of the foregoing amendments to the Certificate of
Incorporation by less than unanimous written consent of the stockholders of the Company.
You are not required to take any action. The accompanying Information Statement is furnished
only to inform you of the action described above before it takes effect in accordance with Rule
14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). This
Information Statement is being mailed to you on or about December 21, 2007.
By order of the Board of Directors,
/s/ Alton L. Boynton, PhD
Alton L. Boynton
Chief Executive Officer
Bethesda, Maryland
December 14, 2007
INFORMATION STATEMENT
NORTHWEST BIOTHERAPEUTICS, INC.
7600 Wisconsin Ave.
Suite 750
Bethesda, MD 20814
December
14, 2007
GENERAL INFORMATION
This
Information Statement is being mailed on or about December 21, 2007 to all stockholders
of record as of December 5, 2007.
This Information Statement has been filed with the Securities and Exchange Commission and is being
furnished, pursuant to Section 14(c) of the Exchange Act to the holders of the Common Stock of the
Company (the Stockholders) to notify such Stockholders that on June 13, 2007, the Company
received a written consent in lieu of a meeting of Stockholders from the holder of shares
representing 77.5% of the total then issued and outstanding shares of capital stock of the Company
voting together as a single class and 100% of each of the total then issued and outstanding Series
A Convertible Preferred Stock, par value $0.001 per share (Series A Stock) and Series A-1
Convertible Preferred Stock, par value $0.001 per share (Series A-1 Stock) of the Company voting
each as a separate class (collectively, the Majority Stockholder) approving amendments to the
Companys Seventh Amended and Restated Certificate of Incorporation, as amended (the Certificate
of Incorporation), to:
|
(1)
|
|
decrease the number of authorized shares of Common Stock of the Company from
800,000,000 shares to 100,000,000 shares and decrease the number of authorized shares
of preferred stock, par value $0.001 per share (the Preferred Stock), of the Company
from 300,000,000 shares to 20,000,000 shares; and
|
|
(2)
|
|
eliminate redundancies in Article VI, Section (A) of the Certificate of
Incorporation that require vacancies on the Board of Directors that result from an
increase in the number of directors to be filled by the affirmative vote of a majority
of the Companys continuing directors, voting separately and as a subclass of
directors, and the affirmative vote of a majority of the directors then in office, and
to otherwise correct certain minor typographical errors in Article VI, Section (A) of
the Certificate of Incorporation.
|
A copy of the Certificate of Amendment to the Certificate of Incorporation is attached hereto as
Annex A.
Following the date of the consent of the Majority Stockholder, all such shares of Series A Stock
and Series A-1 Stock were converted into shares of Common Stock and are no longer outstanding.
On June 13, 2007, the Board of Directors of the Company approved the foregoing amendments to the
Certificate of Incorporation and the filing of the proposed Certificate of Amendment with the
Secretary of State of the State of Delaware, subject to Stockholder approval. The Majority
Stockholder approved the actions by written consent in lieu of a meeting on June 13, 2007 in
accordance with the Delaware General Corporation Law (DGCL). Accordingly, your consent is not
required and is not being solicited in connection with the approval of the above actions.
The proposed Certificate of Amendment, attached hereto as Annex A, will become effective when we
file it with the Secretary of the State of Delaware. We anticipate such filing will occur not less
than twenty (20) days following the mailing to our Stockholders of this Information Statement.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
The entire cost of furnishing this Information Statement will be borne by the Company. The Company
will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward
this Information Statement to the beneficial owners of the Common Stock held of record by them.
The Board of Directors has fixed the close of business on
December 5, 2007, as the record date
(the Record Date) for the determination of stockholders who are entitled to receive this
Information Statement.
Each share of our Common Stock entitles its holder to one vote on each matter submitted to the
Stockholders. However, because Stockholders holding at least a majority of the voting rights of
all outstanding shares of capital stock as of the Record Date have voted in favor of the foregoing
actions by resolution; and having sufficient voting power to approve such proposals through their
ownership of the capital stock, no other consents will be solicited in connection with this
Information Statement.
You are being provided with this Information Statement pursuant to Section 14(c) of the Exchange
Act and Regulation 14C and Schedule 14C thereunder and, in accordance therewith, the foregoing
actions will not become effective until at least 20 calendar days after the mailing of this
Information Statement.
HOUSEHOLDING
Stockholders of record who reside at the same address will receive a single copy of the Information
Statement. Any stockholder who would like to receive a separate Information Statement may call or
write us at the address below, and we will promptly deliver it.
If you received multiple copies of the Information Statement and would wish to receive a single
copy in the future, please contact us at the address below. Stockholders who hold their shares in
street name in an account with a broker or a bank should contact their broker or bank
regarding combining mailings.
Northwest Biotherapeutics, Inc.
7600 Wisconsin Ave.
Suite 750
Bethesda, MD 20814
(240) 497-9024
ADDITIONAL INFORMATION
The Company is subject to the information requirements of the Exchange Act and in accordance
therewith files reports, proxy statements and other information, including annual and quarterly
reports on Forms 10-K and 10-Q (the 1934 Act Filings), with the Securities and Exchange
Commission (the Commission). Reports and other information filed by the Company can be inspected
and copied at the public reference facilities maintained at the Commission at 100 F Street, N.E.,
Washington, DC 20549. Copies of such material can be obtained upon written request addressed to
the Commission, Public Reference Section, 100 F Street, N.E., Washington, D.C. 20549, at prescribed
rates. The Commission maintains a web site on the Internet (http://www.sec.gov) that contains
reports, proxy and information statements and other information regarding issuers that file
electronically with the Commission through the Electronic Data Gathering, Analysis and Retrieval
System (EDGAR).
OUTSTANDING VOTING SECURITIES
As of the date of the consent by the Majority Stockholder, June 13, 2007, the Company had
65,241,286 shares of Common Stock issued and outstanding, 32,500,000 shares of Series A Stock
issued and outstanding and 4,816,863 shares of Series A-1 Stock issued and outstanding. Each share
of outstanding Common Stock is entitled to one vote on matters submitted for stockholder approval.
In addition, on all matters submitted to a vote by holders of Common Stock, holders of Preferred
Stock voted on an as-converted basis along with the holders of Common Stock. Holders of Series A
Stock converted on a one-for-one basis. Holders of Series A-1 Stock converted on a one-for-40 basis
(that is one share of Series A-1 Stock for 40 shares of Common Stock). Following the date of the
Majority Stockholders consent, the Company effected a 1 for 15 reverse split of its outstanding
Common Stock, reducing the number of shares outstanding to 4,349,419, converted all shares of
Series A Stock and Series A-1 stock into an aggregate of 15,011,635 shares of Common Stock, issued
6,860,561 shares as consideration for the elimination of the Series A Stock and Series A-1 Stock
preferences and issued
15,789,473 new shares of Common Stock in a public offering of stock on the Alternative Investment
Market of the London Stock Exchange in London, England.
2
On June 13, 2007, the holder of shares representing 77.5% of the shares of Common Stock then
outstanding and 100% of the then outstanding shares of each class of Preferred Stock executed and
delivered to the Company a written consent approving the actions described in this Information
Statement. Since the actions described herein have been approved by the Majority Stockholder, no
proxies are being solicited in connection with this Information Statement.
The DGCL provides that, unless a companys certificate of incorporation provides otherwise,
stockholders may take action without a meeting of stockholders and without prior notice if a
consent or consents in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be necessary to take
such action at a meeting at which all shares entitled to vote thereon were present and voted.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following tables present information regarding the beneficial ownership of our Common
Stock as of December 5, 2007 by:
|
|
|
each person, or group of affiliated persons, who is known by us to own
beneficially 5% or more of any class of our equity securities;
|
|
|
|
each of our named executive officers, as defined in Item 402(a)(3) of Regulation
S-K; and
|
|
|
|
our directors and executive officers as a group.
|
The applicable percentages of ownership are based on an aggregate of 42,346,088 shares (post-split)
of Common Stock issued and outstanding on December 5, 2007. In computing the number of shares of
Common Stock beneficially owned by a person and the percentage ownership of that person, we deemed
shares of Common Stock subject to options, warrants, convertible preferred stock or convertible
notes held by that person that are currently exercisable or
exercisable within 60 days of December 5, 2007 as outstanding. We did not deem these shares outstanding, however, for the purpose of
computing the percentage ownership of any other person.
We have determined beneficial ownership in accordance with the rules of the Commission. Except
as indicated by the footnotes below, we believe, based on the information furnished to us, that the
persons and the entities named in the table below have sole voting and investment power with
respect to all shares of Common Stock that they beneficially own, subject to applicable community
property laws.
Except as otherwise noted, the address of the individuals below is c/o Northwest Biotherapeutics,
Inc., 7600 Wisconsin Avenue, Suite 750, Bethesda, MD 20814.
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
Beneficially
|
|
|
Percentage
|
|
Name of Beneficial Owner
|
|
Owned
|
|
|
(1)
|
|
Officers and Directors
|
|
|
|
|
|
|
|
|
Alton L. Boynton, Ph.D.(2)
|
|
|
203,067
|
|
|
|
0.5
|
|
Anthony P. Deasey
|
|
|
|
|
|
|
|
|
Marnix L. Bosch, Ph.D., M.B.A.(3)
|
|
|
76,597
|
|
|
|
0.2
|
|
Linda F. Powers (4)
|
|
|
52,762,495
|
|
|
|
72.0
|
|
R. Steve Harris
|
|
|
|
|
|
|
|
|
All executive officers and directors as a group (5 persons)(5)
|
|
|
279,664
|
|
|
|
0.7
|
|
5% Security Holders
|
|
|
|
|
|
|
|
|
Toucan Capital Fund II, L.P.(6)
|
|
|
41,334,575
|
|
|
|
64.2
|
|
7600 Wisconsin Avenue, Suite 700, Bethesda, MD 20814
|
|
|
|
|
|
|
|
|
Toucan Partners, LLC (7)
|
|
|
11,427,920
|
|
|
|
22.3
|
|
7600 Wisconsin Avenue, Suite 700, Bethesda, MD 20814
|
|
|
|
|
|
|
|
|
Al Rajhi Holdings
|
|
|
4,500,000
|
|
|
|
10.6
|
|
Rue Maurice 3
1204 Geneve, Switzerland
|
|
|
|
|
|
|
|
|
IS Partners Investment Solutions AG
|
|
|
2,302,632
|
|
|
|
5.4
|
|
Helium Special Situations Fund
Limmatquai 2 8001 Zurich
PO Box 463 8024 Zurich, Switzerland
|
|
|
|
|
|
|
|
|
3
|
|
|
(1)
|
|
Percentage represents beneficial ownership percentage of Common Stock
calculated in accordance with SEC rules and does not equate to voting
percentages.
|
|
(2)
|
|
Includes 22,968 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of December 5, 2007.
|
|
(3)
|
|
Includes 11,170 shares of Common Stock issuable upon exercise of
options that are exercisable within 60 days of December 5, 2007.
|
|
(4)
|
|
Includes (i) 19,299,486 shares of Common Stock held by Toucan Capital
Fund II, L.P. (Toucan Capital); (ii) 22,035,089 shares of Common
Stock currently issuable upon exercise of warrants that are
exercisable within 60 days of December 5, 2007 held by Toucan Capital;
(iii) 8,855,210 shares of Common Stock currently issuable upon exercise of warrants that are
exercisable within 60 days of December 5, 2007 held by Toucan Partners, LLC (Toucan Partners),
a Toucan Capital affiliate; and conversion of accrued interest in the amount of approximately
$14,000 on convertible promissory notes; and (iv) 2,572,710 shares of Common Stock held by
Toucan Partners. Ms. Powers is a managing member of Toucan Management, LLC, which is the
manager of Toucan Capital, and is a managing member of Toucan Partners. Ms. Powers disclaims
beneficial ownership as to all such shares of Common Stock.
|
|
(5)
|
|
Includes 34,138 shares issuable upon exercise of options that are
exercisable within 60 days of December 5, 2007. Excludes
52,762,495
shares of Common Stock as to which Ms. Powers disclaims beneficial
ownership. See Note 4 above.
|
|
(6)
|
|
Includes 22,035,089 shares of Common Stock currently issuable upon
exercise of warrants that are exercisable within 60 days of
December 5, 2007.
|
|
(7)
|
|
Includes 8,855,210 shares of Common Stock currently issuable upon exercise of warrants
that are exercisable within 60 days of December 5, 2007 and upon conversion of accrued
interest in the amount of approximately $14,000 on convertible promissory notes.
|
DISSENTERS RIGHTS OF APPRAISAL
The Stockholders have no right under the DGCL, the Companys Certificate of Incorporation or its
Bylaws to dissent from any of the provisions adopted as set forth in this Information Statement.
APPROVAL AND ADOPTION OF AMENDMENTS TO THE CERTIFICATE OF INCORPORATION
On June 13, 2007, the Majority Stockholder approved amendments to the Certificate of Incorporation
to (a) decrease the number of authorized shares of Common Stock from 800,000,000 shares to
100,000,000 shares and decrease the number of authorized shares of Preferred Stock from 300,000,000
shares to 20,000,000 shares; and (b) eliminate redundancies in Article VI, Section (A) of the
Certificate of Incorporation that require vacancies on the Board of Directors that result from an
increase in the number of directors to be filled by the affirmative vote of a majority of the
Companys continuing directors, voting separately and as a subclass of directors, and the
affirmative vote of a majority of the directors then in office, and to otherwise correct certain
minor typographical errors in Article VI, Section (A) of the Certificate of Incorporation. The
Majority Stockholder also approved the filing of the Certificate of Amendment to the Certificate of
Incorporation with the Secretary of State of the State of Delaware in order to effect these
amendments under Delaware law. The Company anticipates filing the Certificate of Incorporation
with the State of Delaware not less than 20 days after the date this Information Statement is
mailed to Stockholders. A copy of the Certificate of Amendment is attached hereto as Annex A. The
amendments approved by the Majority Stockholder on June 13, 2007 will not take effect until after
the 20th day following the date on which this Information Statement is mailed to Stockholders.
4
Decrease in the Number of Authorized Shares of Common Stock and Preferred Stock
Upon the approval and recommendation of the Board of Directors, the Majority Stockholder approved
an amendment to the Certificate of Incorporation to reduce the number of authorized shares of
Common Stock and Preferred Stock. The Companys Certificate of Incorporation currently authorizes
for issuance 1,100,000,000 shares of capital stock, consisting of 800,000,000 of Common Stock and
300,000,000 share of Preferred Stock. This amendment to the Certificate of Incorporation will
decrease the Companys number of authorized shares of Common Stock to 100,000,000 and the number of
authorized shares of Preferred Stock to 20,000,000. As of the Record Date, the Company had
42,346,088 shares of Common Stock issued and outstanding and no shares of Preferred Stock
outstanding. The Company has reserved an aggregate of 5,480,868 shares in connection with its 2007
Stock Option Plan, with respect to which stock options covering
769,208 shares of Common Stock have been granted as of
December 5, 2007.
The primary purpose for the decrease in the number of authorized shares of Common Stock and
Preferred Stock is to increase the marketability of our Common Stock. By decreasing the number of
authorized shares of our capital stock, we decrease significantly the ability of the Board of
Directors to issue authorized and unissued shares without further Stockholder action. We believe
that this reduces the potential for dilution, through future issuances of Common Stock, of the
earnings per share and book value per share, as well as the stock ownership and voting rights, of
the currently outstanding shares of Common Stock. In addition, we believe that the decrease in the
number of authorized but unissued shares of Common Stock may reduce the perceived impediment to an
acquisition or takeover of the Company of having a large number of authorized but unissued shares.
The reduction reduces the Boards ability to issue shares to purchasers who might oppose a hostile
takeover bid or oppose any efforts to amend or repeal certain provisions of our Certificate of
Incorporation or Bylaws.
A further reason for the decrease in the number of authorized shares of Common Stock and Preferred
Stock is to reduce the Companys annual Delaware franchise tax, which is based, in part, on the
number of authorized shares of capital stock of a company. By reducing the Companys number of
authorized shares of capital stock, the Company will reduce its Delaware franchise tax in the
future.
Other Amendments to the Certificate of Incorporation
Upon the approval and recommendation of the Board of Directors, the Majority Stockholder also
approved amendments to the Certificate of Incorporation to eliminate redundancies in Article VI,
Section (A) of the Certificate of Incorporation that require vacancies on the Board of Directors
that result from an increase in the number of directors to be filled by the affirmative vote of a
majority of the Companys continuing directors, voting separately and as a subclass of directors,
and the affirmative vote of a majority of the directors then in office, and to otherwise correct
certain minor typographical errors in Article VI, Section (A) of the Certificate of Incorporation.
Currently, Article VI, Section (A) of the Certificate of Incorporation provides that vacancies on
the Board of Directors that have resulted from an increase in the number of directors on the Board
may be filled by the affirmative vote of a majority of the Directors then in office and a majority
of the Continuing Directors, voting separately and as a subclass of Directors... We believe that
this language is redundant because, on its face, it requires that the votes of the same group of
directors (those continuing in office) be counted in two different ways in order to fill a Board
vacancy. As amended, Article VI, Section (A) of the Certificate of Incorporation requires only the
affirmative vote of a majority of the Directors then in office to fill a Board vacancy that has
resulted from an increase in the number of directors on the Board, which we believe clarifies the
existing intent of that section.
The amendments to Article VI, Section (A) of the Certificate of Incorporation also correct certain
minor typographical errors that currently exist in that section.
5
ANNEX A
CERTIFICATE OF AMENDMENT
OF THE SEVENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF NORTHWEST BIOTHERAPEUTICS, INC.
Pursuant to Section 242 of the
General Corporation Law of the
State of Delaware
Northwest Biotherapeutics, Inc., a corporation organized and existing under the laws of the State
of Delaware (the
Corporation
),
DOES HEREBY CERTIFY:
That, by written action of the Board of Directors of the Corporation, a resolution was duly
adopted, pursuant to Section 242 of the General Corporation Law of the State of Delaware, setting
forth an amendment to the Certificate of Incorporation, as amended, of the Corporation and
declaring such amendment to be advisable. The stockholders of the Corporation duly approved said
proposed amendment by written consent in accordance with Sections 228 and 242 of the General
Corporation Law of the State of Delaware, and written notice of such consent has been given to all
stockholders who have not consented in writing to such amendment. The resolution setting forth the
amendment is as follows:
RESOLVED: That Article IV, Section 1(a) of the Seventh Amended and Restated Certificate of
Incorporation of the Corporation, be and hereby is replaced in its entirety with the following:
ARTICLE IV
(a) The total number of shares of stock of the Corporation shall have the authority to issue is
120,000,000 shares of capital stock, consisting of (i) 100,000,000 shares of common stock, par
value $0.001 per share (the
Common Stock
) and (ii) 20,000,000 shares of preferred stock, par
value $0.001 per share (the
Preferred Stock
).
RESOLVED: That Article VI, Section (A) of the Seventh Amended and Restated Certificate of
Incorporation of the Corporation, be and hereby is replaced in its entirety with the following:
ARTICLE VI
(A)
Board of Directors
. The business and affairs of the Corporation shall be managed under
the direction of the Board of Directors, the number of which shall be fixed from time to time
exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total
number of authorized directors (whether or not there exist any vacancies in previously authorized
directorships a the time any such resolution is presented to the Board for adoption) (the
Whole
Board
). The Directors shall be classified with respect to the time for which they shall severally
hold office by dividing them into three classes, Class I, Class II and Class III, each consisting
as nearly as possible of one-third of the Whole Board. All Directors shall hold office until their
successors are elected and qualified, or until their earlier death, resignation, disqualification
or removal. Class I Directors shall be elected for a term of one year; Class II Directors shall be
elected for a term of three years; and Class III Directors shall be elected for a term of three
years; and at each annual stockholders meeting thereafter, successors to the Directors whose terms
shall expire that year shall be elected to hold office for a term of three years, so that the term
of office of one class of Directors shall expire in each year. Any vacancy on the Board of
Directors that results from an increase in the number of Directors may be filled by the affirmative
vote of a majority of the Directors then in office and any other vacancy on the Board of Directors
may be filled by the affirmative vote of a majority of the Directors then in office, although less
than a quorum, or by a sole remaining Director. Any Director elected to fill a vacancy not
resulting from an increase in the number of Directors shall serve for a term equivalent to the
remaining unserved portion of the term of such newly elected Directors predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more classes or series of capital
stock of the Corporation vote to elect Directors at an annual or special meeting of stockholders,
the election term of office, filling of vacancies and other features of such Directorships shall be
governed by the
terms of this Amended and Restated Certificate of Incorporation applicable thereto, and such
Directors shall not be divided into classes pursuant to this Section (A) unless expressly provided
by such terms.
[
Signature Page Follows
]
A-1
Executed at Bethesda, Maryland, on
_____
, 2007.
|
|
|
|
|
NORTHWEST BIOTHERAPEUTICS, INC.
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
A-2
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Jun 2024 to Jul 2024
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Jul 2023 to Jul 2024