Current Report Filing (8-k)
May 03 2016 - 9:05AM
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):
_____
May 2, 2016
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NORTHWEST BIOTHERAPEUTICS, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35737
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94-3306718
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(IRS Employer
Identification No.)
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4800 Montgomery Lane, Suite 800
Bethesda, MD 20814
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(Address of principal executive offices)
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(204) 497-9024
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(Registrant’s telephone number, including area code)
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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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¨
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Written communications pursuant to Rule 425 under the
Securities Act
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¨
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.03.
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Material Modification to Rights of Security Holders
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On
May 2, 2016, Northwest Biotherapeutics, Inc. (the “Company”) and holders of the Company’s Series B Warrants agreed
to extend the exercise period of the Series B Warrants an additional twenty-one (21) days from May 2, 2016 to May 23, 2016. Also
on May 2, 2016, the Company filed a Prospectus Supplement Amendment for the sole purpose of disclosing this extension of the exercise
period of the Series B Warrants. The Prospectus Supplement Amendment does not provide for any new sale of securities
of the Company.
The
Series B Warrants were originally purchased by certain institutional investors (the “Purchasers”) as part of a registered
direct offering (the “Offering”) that closed on March 3, 2016, and are described in the Prospectus Supplement and Current
Report on Form 8-K, both filed by the Company on March 3, 2016. The currently outstanding Series B Warrants are exercisable for
the purchase of 5,882,353 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”)
at an exercise price of $3.00 per share.
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 THEREUNTO
DULY AUTHORIZED.
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NORTHWEST BIOTHERAPEUTICS, INC.
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Date: May 3, 2016
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By:
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/s/
Linda F. Powers
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Name: Linda F. Powers
Title: Chief Executive Officer
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