Current Report Filing (8-k)
May 20 2020 - 05:06PM
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 20, 2020
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 |
(State
or other jurisdiction |
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(Commission |
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(IRS
Employer |
of
incorporation) |
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File
Number) |
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Identification No.) |
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
(240) 497-9024
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2.
below):
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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)) |
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Pre-commencement communications pursuant to
Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Title of each
class: |
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Trading Symbol(s) |
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Name of each exchange on which
registered: |
Common Stock, par value, $0.001 per
share |
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NWBO |
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OTCQB |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Northwest Biotherapeutics, Inc. (the “Company”) has received
questions from several shareholders relating to its Quarterly
Report on Form 10-Q for the period ended March 31, 2020 (the
“10-Q”), including the following, and the Company’s answers to
these questions are as follows:
Why has the Company not filed its 10-Q yet?
As the Company noted in its filing on Form 12b-25 on May 12, 2020,
the Company encountered unexpected accounting aspects relating to a
German tax issue. The Company is still working through this matter
with its auditors.
Will the Company’s delayed filing of its 10-Q adversely affect
the Company’s operations?
The Company does not believe the delayed filing will adversely
affect its operations. For example, it will not affect the
Company’s ability to continue its financings as needed. The Company
will remain eligible to undertake financings using its existing
shelf registration until its next 10-K filing, which will be in
March of next year, and the Company’s existing shelf has
approximately $139 million of available unused capacity on it.
What is the situation with the warrant suspensions and
expirations?
During May and June, 2020, approximately 62 million warrants have
expired or are scheduled to expire, in addition to the warrants
suspended under the arrangements described below.
During April and May, 2020, the Company has been undertaking
negotiations related to certain warrant adjustments, including
suspensions of certain warrants, making them unexercisable for a
defined period, and extensions of the warrants suspended.
On May 10, 2020, for a number of unrelated warrant holders, the
Company agreed to issue 17.5% new warrants and extend the
investors’ current warrant term by six months, in consideration of
the investor’s suspension of the current and newly issued warrants
until November 1, 2020. The unrelated investors suspended a total
of approximately 81 million warrants. The Company agreed to
issue 14.2 million new warrants to these investors under the
suspension agreements.
On April 30, 2020, the Company entered into an agreement with its
CEO, Linda Powers, in regard to approximately 90 million warrants
and options held by Ms. Powers. She agreed to suspend
approximately 60 million existing warrants and options held or due
to her until November 1, 2020, making them unexercisable during
this period. In consideration, the Company extended the
exercise period of a separate approximately 29 million existing
warrants held by Ms. Powers (not part of the 60 million warrants
and options), and Ms. Powers also agreed to suspend those 29
million warrants until November 1, 2020. The extension of the
29 million warrants provides an exercise period of 2-1/2 years
after the suspension period.
Total expirations and suspensions through the end of June equal
approximately 233 million exercise shares.
SIGNATURE
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: May 20,
2020 |
By: |
/s/ Linda Powers |
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Name: |
Linda Powers |
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Title: |
Chief Executive
Officer and Chairman |
Northwest Biotherapeutics (QB) (USOTC:NWBO)
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