Current Report Filing (8-k)
July 31 2013 - 5:23PM
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):
July 25, 2013
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NORTHWEST BIOTHERAPEUTICS, INC. |
|
|
(Exact name of registrant as specified in its charter) |
|
Delaware |
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0-33393 |
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94-3306718 |
(State or other jurisdiction of
incorporation) |
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(Commission
File Number) |
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(IRS Employer ID Number) |
4800
Montgomery Lane, Suite 800, Bethesda, Maryland |
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20814 |
(Address of
principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code |
(240) 497-9024 |
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:
| ¨ | 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 4.01. Changes in Registrant’s Certifying Accountant
On July 25, 2013, Northwest Biotherapeutics,
Inc. changed its independent registered public accounting firm from Peterson Sullivan LLP to Marcum LLP for the year ending December
31, 2013. The change was approved by the Audit Committee of the Board of Directors and was made to provide Northwest with an auditing
firm with a broader national presence. Peterson Sullivan is located in Seattle, Washington, and has served as Northwest’s
independent registered public accounting firm since February 16, 2005.
Peterson Sullivan’s reports on Northwest’s
consolidated financial statements as of December 31, 2011 and 2012, and for the two years then ended and for the period from March
18, 1996 (inception) to December 31, 2012 did not contain an adverse opinion or a disclaimer of opinion, although the report contained
an explanatory paragraph relating to Northwest’s ability to continue as a going concern, and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
During the two years ended December 31,
2012 and through July 25, 2013, there were no: (a) disagreements with Peterson Sullivan on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Peterson
Sullivan’s satisfaction, would have caused Peterson Sullivan to make reference to the subject matter thereof in connection
with its reports on Northwest’s financial statements as of December 31, 2011 and 2012, and for the two years then ended and
for the period from March 18, 1996 (inception) to December 31, 2012; or (b) “reportable events”, as defined under Item
304(a)(1)(v) of Regulation S-K. However, Peterson Sullivan identified material weaknesses in Northwest’s financial reporting
process with respect to segregation of duties and lack of controls over reporting of material transactions and developments in
the financial statements.
Peterson
Sullivan has indicated to Northwest that it concurs with the foregoing statements contained
in the paragraphs above as they relate to Peterson Sullivan and has furnished a letter dated July 30, 2013 to the United States
Securities and Exchange Commission to this effect. A copy of the letter from Peterson Sullivan is
attached to this Form 8-K as Exhibit 16.1.
During the two years ended December 31,
2012 and through July 25, 2013, neither Northwest nor anyone acting on its behalf consulted with Marcum LLP regarding any of the
matters or events set forth in Item 304(a)(2)(i) or (ii) of Regulation S-K.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
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Description |
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16.1 |
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Letter from Peterson Sullivan LLP to the United States Securities and Exchange Commission dated July 30, 2013. |
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.
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NORTHWEST BIOTHERAPEUTICS, INC. |
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Date: July 31, 2013 |
/s/ Linda Powers |
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Linda Powers, Chief Executive Officer and Chairman |
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