Current Report Filing (8-k)
June 04 2020 - 05:12PM
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 29, 2020
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
0-35737 |
|
94-3306718 |
(State
or other jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File
Number) |
|
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):
|
¨ |
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)) |
Title of each
class: |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered: |
Common Stock, par value, $0.001 per
share |
|
NWBO |
|
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.
¨
|
Item 5.02. |
Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
On May 29, 2020, the Board of Directors of Northwest
Biotherapeutics, Inc. (the “Company”) approved a new equity
compensation plan (the “Plan”). The Company’s prior plan was
adopted in 2007, was updated in amended and restated plans that
were approved by shareholders in 2012 and 2013, and expired in 2017
(the “Prior Plan”).
The Plan is substantially similar to the Prior Plan. The Plan will
have a 10-year life, and allows for awards to employees, directors
and consultants of the Company, as did the Prior Plan. The Plan
allows for any type of equity security to be awarded, as did the
Prior Plan. The awards and their terms (including vesting) will be
determined by the Board and applicable Committees, as was the case
under the Prior Plan. The Plan establishes a pool of potential
equity compensation equal to twenty percent of the outstanding
securities of the Company on an evergreen basis as under the Prior
Plan.
The Company plans to count towards the pool under the new Plan the
equity awards that have been approved over the last several years
and cover more than 8 years of service by employees, directors and
consultants stretching back as far as 2012.
The past option awards will use up nearly two-thirds of the pool
under the new Plan. Approximately three-quarters of those past
option awards have already been counted in the Company’s accounting
since 2018, in addition to being approved and reported. Others have
been approved and on several occasions reported but the issuance
has not been completed.
Following adoption of the new Plan, the Company is completing the
issuance paperwork for the rest of the past options and is making
awards for 2020 which will be reported separately.
The foregoing description is a summary of material terms of the
Plan. The full text of the Plan will be filed with the Company’s
next report on Form 10-Q.
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.
|
NORTHWEST
BIOTHERAPEUTICS, INC. |
|
|
|
|
|
|
|
|
|
Date: June 4,
2020 |
By: |
/s/ Linda Powers |
|
|
Name: |
Linda Powers |
|
|
Title: |
Chief Executive
Officer and Chairman |
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Dec 2020 to Jan 2021
Northwest Biotherapeutics (QB) (USOTC:NWBO)
Historical Stock Chart
From Jan 2020 to Jan 2021