- Current report filing (8-K)
November 06 2008 - 6:17AM
Edgar (US Regulatory)
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) November 6, 2008
NORTHWEST BIOTHERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
|
|
|
|
|
DELAWARE
(STATE OR OTHER JURISDICTION
OF INCORPORATION)
|
|
0-33393
(COMMISSION FILE
NUMBER)
|
|
94-3306718
(I.R.S. EMPLOYER
IDENTIFICATION NO.)
|
7600 Wisconsin Avenue, Suite 750, Bethesda, MD 20814
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANTS TELEPHONE NUMBER, INCLUDING AREA CODE (240) 497-9024
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
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))
Item 1.01.
|
|
Entry into a Material Definitive Agreement
|
|
|
On November 6, 2008, Northwest Biotherapeutics,
Inc. (the Company) executed Loan Agreement(s)
and Promissory Note(s) (the Note(s)) with SDS
Capital Group SPC, Ltd (SDS) and a group of
private investors (the Private Investors) for
$1.65 million. A significant portion of the
proceeds will provide strategic funding for
expansion of NWBTs programs and capacity
outside the United States, in locations other
than Switzerland.
|
|
|
|
Under the Notes, SDS and the Private Investors
have loaned the Company US$1.65 million. The
Notes are unsecured obligations of the Company
and accrue interest at the rate of 12% per
year. The maturity date of the notes will be
April 21, 2009. The Notes carry 50% warrant
coverage (i.e., the aggregate exercise price of
the Warrants will be equal to fifty percent of
the financing). The Warrants will be
exercisable for common stock of the company at
a price of US$0.41, per share (the Warrants).
The Warrants are exercisable immediately, and
will expire 5 years from the date of issuance.
The Notes may be prepaid at the discretion of
the Company at any time prior to maturity,
without any prepayment penalty; however,
prepayment will not affect the Warrants.
|
|
|
|
The Company granted SDS and the Private
Investors piggyback registration rights for any shares of the Companys common stock issued
under the Notes. The Notes also contain
customary representations, warranties and
covenants. SDS will receive certain rights
relating to subsequent financings, subject to
the Companys right to pre-pay SDS and avoid
the rights being triggered. Under these rights,
the Company will notify SDS of any subsequent
financings that take place while this SDS Note
is outstanding, and SDS will have an
opportunity to participate. However, SDS
right to notice and participation are subject
to the Companys right to pay off SDS Note
prior to the applicability of these rights, and
to avoid the rights being triggered.
|
|
|
|
The Company will use the proceeds from these
Notes for operating expenses and other
obligations of the Company, and a significant
portion of the proceeds will be
|
|
|
used to provide strategic funding of the Companys business
plan and strategy for countries other than the
US and Switzerland. The uses of proceeds will
include establishment of GMP manufacturing
facilities, regulatory filings, clinical trial
expenses, product manufacturing and sales, and
other related expenses.
|
|
|
|
The US$1.65 million loan received by the
Company will be sufficient to fund its cash
needs into December, 2008. The Company remains
in an advanced stage of negotiations with
several different providers for additional
near-term funding and longer term funding,
which it hopes to complete by the end of the
year.
|
|
|
|
The Company will need to raise additional
capital to fund its clinical trials and other
operating activities and to repay indebtedness
in due course. Shareholders should be aware
that if the Companys capital raising efforts
are unsuccessful, this will have a material
adverse effect on the Companys financial
position and operations.
|
Item 2.03.
|
|
Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant.
|
The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 2.03 by this
reference.
Item 3.02.
|
|
Unregistered Sales of Equity Securities.
|
The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by this
reference. The Company claims exemption from the registration requirements under the Securities Act
of 1933, as amended (the Securities Act), with respect to the shares of the Companys common
stock issuable pursuant to the warrants issued to SDS and Private Investors under Section 4(2) of
the Securities Act and/or Regulation D thereunder, as transactions not involving any public
offering. SDS and Private Investors represented and warranted in the warrants that it is an
accredited investor, as defined under the
Securities Act. The Company claims this exemption on
the basis that (i) SDS and Private Investors represented that they intends to acquire any shares of
common stock issued pursuant to the warrants for investment only and not with a view to the
distribution thereof and that it has received adequate information about the Company or had access
to such information and (ii) appropriate legends will be affixed to any stock certificates issued
to SDS and Private Investors pursuant to the warrants.
Item 9.01.
|
|
Financial Statements and Exhibits.
|
|
(a)
|
|
Financial Statements of Businesses Acquired: Not Applicable
|
|
|
(b)
|
|
Pro Forma Financial Information: Not Applicable
|
|
|
(c)
|
|
Shell Company Transactions: Not Applicable
|
|
|
(d)
|
|
Exhibits: None
|
SIGNATURES
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.
|
|
|
By:
|
|
|
|
|
Alton L. Boynton
|
|
|
|
President and Chief Executive Officer
|
|
|
Date: November 6, 2008
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