Northwest Biotherapeutics Inc - Current report filing (8-K)
January 03 2008 - 4:01PM
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 31, 2007
NORTHWEST BIOTHERAPEUTICS,
INC.
(Exact name of registrant as
specified in its charter)
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DELAWARE
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0-33393
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94-3306718
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(State or other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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7600 Wisconsin Avenue, Suite
750, Bethesda, MD
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20814
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number,
including area code:
(240) 497-9024
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(Former name or former address if changed since last report.)
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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:
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers
;
Compensatory Arrangements of Certain
Officers.
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On December 31,
2007, the Board of Directors of Northwest Biotherapeutics, Inc. (the
“Company”) approved the grant of stock options under the
Company’s 2007 Stock Option Plan to Alton L. Boynton, the Company’s
President and Chief Executive Officer, and Marnix Bosch, the Company’s
Chief Technical Officer. Dr. Boynton’s option award covers 2,807,048
shares of the Company’s common stock, and Dr. Bosch’s award
covers 1,081,539 shares. The awards have a 10-year term and the exercise price
of the options is $0.60 per share.
The Option Agreements covering these
option awards are attached as Exhibits 99.1 and 99.2 to this Current Report on
Form 8-K, respectively, and are incorporated herein by reference. The principal
terms of each option award are described below.
Boynton Option Award.
The option award for Dr. Boynton vests according to the following schedule:
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804,768 shares are vested as of the grant date;
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500,576 shares will vest on June 23, 2008; and
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41,714 shares will vest each month, on the 23rd of each month, beginning
on July 23, 2008 and ending on June 23, 2011.
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In addition, all options for
Dr. Boynton will vest in full if DCVax® Brain or another DCVax®
product receives FDA
approval for commercial sale in the United States.
If Dr. Boynton’s
employment is terminated without Cause (as defined in the 2007 Stock Option
Plan), the options
will continue to vest in accordance with the schedule
described above and will be exercisable for their full exercise
period, as
long as Dr. Boynton executes a separation and release agreement reasonably
acceptable to the Company and
does not work for or with a competing company
during the vesting period.
If Dr. Boynton resigns, the
vesting of the options will cease on the last day of his employment, but if
Dr.
Boynton provides 90 days’ advance notice of such resignation
and complies with certain other obligations to provide
good faith efforts
during such 90-day period, the options will be exercisable for 90 days
following the last day of his
employment.
If Dr. Boynton’s
employment is terminated for Cause, options which are already vested as of the
date of
termination will expire one business day after such termination.
In order to avoid
adverse tax consequences, Dr. Boynton was required to specify the exercise
dates for the option, which are as follows:
The option may be exercised at any
time during the designated year of exercise, provided that the option can
only
be exercised to the extent vested. The option will be forfeited to the
extent not exercised in a designated year.
Bosch Option Award.
The option award for Dr. Bosch vests according to the following
schedule:
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188,687 shares are vested as of the grant date;
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223,208 shares will vest on June 23, 2008; and
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18,601 shares will vest each month, on the 23rd of each month, beginning
on July 23, 2008 and ending on May 23, 2011, and 18,609 shares will vest
on June 23, 2011.
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All options for Dr. Bosch
will vest in full if DCVax® Brain or another DCVax® product receives
FDA approval for
commercial sale in the United States.
If Dr. Bosch’s
employment is terminated without Cause (as defined in the 2007 Stock Option
Plan), the options will
continue to vest until the last day of
Dr. Bosch’s employment, and will be exercisable for their full
exercise period,
as long as Dr. Bosch executes a separation and
release agreement reasonably acceptable to the Company.
If Dr. Bosch resigns, the
vesting of the options will cease on the last day of his employment, but if
Dr. Bosch
provides 90 days’ advance notice of such
resignation and complies with certain other obligations to provide good
faith
efforts during such 90-day period, the options will be exercisable
for 90 days following the last day of his
employment, as long as
Dr. Bosch does not work for, with, or for the benefit of a competing
company in any capacity
during the one year period following the
termination of his employment.
If Dr. Bosch’s
employment is terminated for Cause, options which are already vested as of the
date of termination
will expire one business day after such termination.
In order to avoid
adverse tax consequences, Dr. Bosch was required to specify the exercise
dates for the option, which are as follows:
The option may be exercised at any
time during the designated year of exercise, provided that the option can
only
be exercised to the extent vested. The option will be forfeited to the
extent not exercised in a designated year.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
99.1 Form of Stock Option Agreement, by
and between Alton L. Boynton and the Company, dated December 31, 2007.
99.2 Form of Stock Option Agreement, by
and between Marnix Bosch and the Company, dated December 31, 2007.
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SIGNATURES
Pursuant to the requirements of
Section 12 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.
January 3, 2007
NORTHWEST BIOTHERAPEUTICS, INC.
By
/
s/ Anthony Deasey
Anthony P. Deasey
Senior Vice President & Chief
Financial Officer
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EXHIBIT INDEX
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Exhibit
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Number
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Description
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99.1
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Form of Stock Option Agreement, by and between
Alton L. Boynton and the Company, dated December 31, 2007.
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99.2
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Form of Stock Option Agreement, by and between
Marnix Bosch and the Company, dated December 31, 2007.
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