- Current report filing (8-K)
April 17 2012 - 5:24PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, DC 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):
April 11, 2012
NORTHWEST BIOTHERAPEUTICS, INC.
|
(Exact Name of Registrant as Specified in Its Charter)
|
Delaware
|
|
0-33393
|
|
94-3306718
|
(State Or Other Jurisdiction Of Incorporation)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
4800 Montgomery Lane, Suite 800, Bethesda,
MD 20814
(Address Of Principal Executive Offices) (Zip Code)
Registrant’s 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:
¨
|
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
¨
|
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
¨
|
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
¨
|
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required to be disclosed
in this Item 2.03 is incorporated herein by reference from Item 3.02.
Item 3.02 Unregistered Sales of Equity
Securities.
On April 12, 2012, Northwest Biotherapeutics,
Inc. (the “Company”) closed on $535,144.76 of unsecured notes and pursuant to the Loan and Security Agreement dated
April 2, 2012, previously reported (the “Loan Agreement”) with Four M Purchasers, LLC (the “Lender”) on
April 16, 2012, the Company closed on an additional $1,070,289.52 in secured notes based on the 200% match (2 X $535,144.76) under
the Loan Agreement. In addition, the Company issued warrants to purchase an aggregate 1,337,862 shares of common stock with an
exercise price of $0.40 per share to the investors who received unsecured notes. The warrants are exercisable for a period of five
years from the date of issuance.
The securities described in Item 3.02 above
were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933,
as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The agreements executed in connection
with this sale contain representations to support the Company’s reasonable belief that the investor had access to information
concerning the Company’s operations and financial condition, the investor acquired the securities for their own account and
not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from
registration, and that the investor was sophisticated within the meaning of Section 4(2) of the Securities Act and was an “accredited
investor” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering;
the Company made no solicitation in connection with the sale other than communications with the investor; the Company obtained
representations from the investor regarding its investment intent, experience and sophistication; and the investor either received
or had access to adequate information about the Company in order to make an informed investment decision. At the time of their
issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing
the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration
or an exemption from registration.
Item 5.02 Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 16, 2012, Dr. Navid Malik and
Mr. Jerry Jasinowski were appointed to the Company’s Board of Directors.
Dr. Navid Malik is the Head of Life Sciences
Research for Cenkos Securities Plc. in the UK. In 2011, Dr. Malik was awarded two Starmine Awards (awarded each year by Thomson
Reuters and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector, and Number Two Stock Picker in
the UK and Ireland Healthcare Sector. Dr. Malik holds a PhD in Drug Delivery within Pharmaceutical Sciences, as well as degrees
in Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik also holds an MBA
in finance.
Mr. Jasinowski is a nationally recognized
chief executive who headed up the largest industrial trade association in the US (the National Association of Manufacturers) for
fourteen years, and has decades of experience in leading public and private organizations. He also has extensive board experience
across a wide range of manufacturing, technology, and financial firms, including Fortune 1000 and Fortune 500 companies. Mr.
Jasinowski was also the founder and longtime President of the Manufacturing Institute, providing information and services to the
nation's manufacturers.
Item 8.01 Other.
On April 11, 2012, the Company entered
into a Clinical Trial Agreement for Pharmaceuticals and Biopharmaceutical Industry Sponsored Research in NHS Hospitals with King’s
College Hospital NHS Foundation Trust of King’s College Hospital (“King’s College Hospital”) in London,
United Kingdom (the “CTA”). The CTA is for King’s College Hospital to join the Company’s Phase II clinical
trial evaluating the Company’s immune therapy treatment DCVax® in patients with glioblastoma multiforme (“GBM”),
which is currently ongoing in the U.S. In addition to the clinical trial, the collaboration between King’s College Hospital
and the Company involves treatment of patients on a compassionate use basis for those who do not fully meet the criteria to enroll
in the clinical trial, but may benefit from the treatment.
In addition, pursuant to a project agreement
between Cognate BioServices, Inc., the Company’s contract manufacturer (“Cognate”), and King’s College
London, King’s College London will manufacture DCVax® for the clinical trial taking place at King’s College Hospital.
Cognate will conduct technology transfer and training in the DCVax® production processes as well as manage and oversee the
processing at King’s College London.
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
|
|
|
|
Dated: April 17, 2012
|
By:
|
/s/ Linda Powers
|
|
|
Name: Linda Powers
|
|
|
Title: Chief Executive Officer and Chairman
|
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Jul 2024 to Aug 2024
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Aug 2023 to Aug 2024