| PROSPECTUS SUPPLEMENT |
Filed Pursuant to Rule
424(b)(5) |
| (To
the Prospectus dated October 18, 2019) |
Registration No. 333-234248 |
12,224,963 Shares of Common Stock
On October 12, 2020, the Company entered into financings totaling
$11,900,570 pursuant to this prospectus supplement (the
“Offering”). The financings were comprised of:
| |
· |
$9,975,570 from an offering at $0.816 per share
(based upon the average 10 day closing price ending on October 12,
2020) of newly registered common stock of approximately 12.2
million shares with 30% warrants with an exercise price of $2.00
per share and an exercise period of 12 months (following a 3-month
suspension after issuance), and |
| |
· |
$1,925,00 million from a convertible note which
is convertible at $0.85 per share (the “Note”). The Note carries no
warrants unless it is converted. If, and only to the extent, the
Note is converted it will carry 30% warrants with an exercise price
of $2.00 per share and an exercise period of 12 months (following a
3-month suspension after issuance). |
All of the new warrants issued in the Offering are suspended until
January 15, 2021.
In addition, as part of these agreements, certain investors who
have existing outstanding warrants that have not yet been suspended
are now suspending approximately 3.54 million additional existing
warrant exercise shares until January 15, 2021. In consideration
for the suspension of the 3.54 million existing warrant shares as
part of the Offering, the Company issued approximately 261,000
warrants with an exercise price of $2.00 per share and an exercise
period of 12 months (following a 3-month suspension after
issuance). These suspension consideration warrants are also
suspended until the same January date.
Only the Common Stock sold directly or underlying the warrants and
Note are being registered under this registration statement.
Our Common Stock is traded on the OTCQB tier of the OTC Markets
under the symbol “NWBO”.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page S-2 of this prospectus supplement
and on page 2 of the accompanying prospectus and the documents
incorporated by reference herein for a discussion of certain risks
that should be considered in connection with an investment in our
securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined whether this prospectus supplement or the
accompanying prospectus is truthful or complete. Any representation
to the contrary is a criminal offense.
| |
|
Per Share |
|
|
Total |
|
| Offering price
per share of Common Stock (blended average) |
|
$ |
0.816 |
|
|
$ |
9,975,570 |
|
| Proceeds, after expenses, to us,
for Common Stock |
|
|
|
|
|
$ |
9,975,570 |
|
The date of this prospectus supplement is October 13, 2020.
TABLE OF
CONTENTS
Prospectus Supplement
Prospectus
About This Prospectus
Supplement
On October 18, 2019, we filed with the Securities and Exchange
Commission, or “SEC,” a registration statement on Form S-3 (File
No. 333-234248) utilizing a shelf registration process relating to
the securities described in this prospectus supplement. Under this
shelf registration process, we may, from time to time, sell up to
$150 million in the aggregate of Common Stock, preferred stock,
depositary shares, warrants, various series of debt securities,
share purchase contracts, share purchase units, and warrants to
purchase any of such securities, either individually or in
units.
Under this shelf registration process, we are offering to sell
Common Stock using this prospectus supplement and the accompanying
prospectus. In this prospectus supplement, we provide you with
specific information about the securities that we are selling in
this offering. Both this prospectus supplement and the accompanying
prospectus include important information about us, our securities
being offered and other information you should know before
investing. This prospectus supplement also adds, updates and
changes information contained in the accompanying prospectus. You
should read this prospectus supplement and the accompanying
prospectus as well as additional information described under
“Incorporation of Certain Information By Reference” on page S-5 of
this prospectus supplement before investing in our securities.
This prospectus supplement describes the specific terms of an
offering of our securities and also adds to and updates information
contained in the accompanying prospectus and the documents
incorporated by reference into this prospectus supplement and in
the accompanying prospectus. The second part, the accompanying
prospectus, provides more general information. If the information
in this prospectus supplement is inconsistent with the accompanying
prospectus or any document incorporated by reference herein or
therein filed prior to the date of this prospectus supplement, you
should rely on the information in this prospectus supplement.
In making your investment decision, you should rely only on the
information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus and any
relevant free writing prospectus. We have not authorized anyone to
provide you with any other information. If you receive any
information not authorized by us, you should not rely on it. We are
not making an offer to sell the securities in any jurisdiction
where the offer or sale is not permitted. You should not assume
that the information contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus or any
relevant free writing prospectus is accurate as of any date other
than its respective date.
It is important for you to read and consider all of the information
contained in this prospectus supplement and the accompanying
prospectus in making your investment decision. We include
cross-references in this prospectus supplement and the accompanying
prospectus to captions in these materials where you can find
additional related discussions. The table of contents in this
prospectus supplement provides the pages on which these captions
are located. You should read both this prospectus supplement and
the accompanying prospectus, together with the additional
information described in the sections entitled “Where You Can Find
More Information” and “Incorporation of Certain Information by
Reference” of this prospectus supplement, before investing in our
securities.
We are offering to sell, and seeking offers to buy, our securities
only in jurisdictions where offers and sales are permitted. The
distribution of this prospectus supplement and the accompanying
prospectus and the offering of the securities in certain
jurisdictions may be restricted by law. Persons outside the United
States who come into possession of this prospectus supplement and
the accompanying prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the
securities and the distribution of this prospectus supplement and
the accompanying prospectus outside the United States. This
prospectus supplement and the accompanying prospectus do not
constitute, and may not be used in connection with, an offer to
sell, or a solicitation of an offer to buy, any securities offered
by this prospectus supplement and the accompanying prospectus by
any person in any jurisdiction in which it is unlawful for such
person to make such an offer or solicitation.
Our primary executive offices are located at 4800 Montgomery Lane,
Suite 800, Bethesda, MD 20814, and our telephone number is (240)
497-9024. Our website address is http://www.nwbio.com. The
information contained on our website is not a part of, and should
not be construed as being incorporated by reference into this
prospectus supplement or the accompanying prospectus.
Unless the context otherwise requires, the “Company,” “we,” “us,”
“our” and similar names refer to Northwest Biotherapeutics,
Inc.
Prospective investors may rely only on the information contained
in this prospectus supplement. We have not authorized anyone to
provide prospective investors with different or additional
information. This prospectus supplement is not an offer to sell nor
is it seeking an offer to buy these securities in any jurisdiction
where the offer or sale is not permitted. The information contained
in this prospectus supplement is correct only as of the date of
this prospectus supplement, regardless of the time of the delivery
of this prospectus supplement or any sale of these
securities.
Cautionary Statement Regarding
Forward-Looking Statements
The SEC encourages companies to disclose forward-looking
information so that investors can better understand a company’s
future prospects and make informed investment decisions. This
prospectus supplement, the accompanying prospectus and the
documents we have filed with the SEC that are incorporated herein
and therein by reference contain such forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All
statements, other than statements of historical facts, included or
incorporated in this prospectus regarding our strategy, future
operations, financial position, future revenues, projected costs,
prospects, plans and objectives of management are forward-looking
statements.
The words “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “will,” “would,” “continue”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. You should read statements that contain
these words carefully because they discuss future expectations and
plans, which contain projections of future results of operations or
financial condition or state other forward-looking information. We
cannot guarantee that we actually will achieve the plans,
intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our
forward-looking statements. There are a number of important factors
that could cause our actual results to differ materially from those
indicated by these forward-looking statements. These important
factors include the factors that we identify in the documents we
incorporate by reference in this prospectus supplement and the
prospectus, as well as other information we include or incorporate
by reference in this prospectus supplement and the prospectus. Many
factors could affect our actual results, including those factors
described under “Risk Factors” in our Annual Report on Form 10-K,
as revised or supplemented by our Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K, each of which are on file with the
SEC and are incorporated by reference herein. You should read these
factors and other cautionary statements made in this prospectus
supplement and the accompanying prospectus and the documents
incorporated herein by reference. We do not assume any obligation
to update any forward-looking statements made by us. Numerous
factors could cause our actual results to differ materially from
those described in forward- looking statements, including, among
other things:
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· |
risks
related to our abilities to carry out intended manufacturing
expansions, validation and scale-up; |
| |
· |
risks related to our ability to
raise additional capital; |
| |
· |
risks related to the progress,
timing and results of clinical trials and research and development
efforts involving our product candidates; |
| |
· |
risks related to patient
follow-up, data collection and validation, and data analysis in
connection with clinical trials; |
| |
· |
uncertainties as to whether interim and/or final
data from clinical trials will be comparable to prior or other
data, or will become better or worse as the data matures
further; |
| |
· |
uncertainties about statistical
analyses of the data from clinical trials, and acceptable
statistical methods and approaches; |
| |
· |
uncertainties about the clinical
trials process; |
| |
· |
risks related to our ability to
enroll patients in clinical trials and complete the trials on a
timely basis; |
| |
· |
uncertainties about the timely
performance of third parties; |
| |
· |
risks related to whether our
products will demonstrate safety and efficacy; |
| |
· |
risks related to our
commercialization efforts and commercial opportunity for our DCVax
product; |
| |
· |
risks related to the submission
of applications for and receipt of regulatory clearances and
approvals; |
| |
· |
risks related to our plans to
conduct future clinical trials or research and development
efforts; |
| |
· |
risks and uncertainties related to our ability to
carry out Specials cases (in the U.K.), Right to Try and/or
compassionate use cases (in the U.S.) and/or other early or
conditional or limited approvals; |
| |
· |
risks related to our dependence
upon key personnel; |
| |
· |
risks
related to our reliance on third-party manufacturers; |
| |
· |
risks related to our ability to
remediate the material weaknesses in our internal control over
financial reporting; |
| |
· |
risks related to our need for
additional financing; |
| |
· |
risks related to possible
reimbursement and pricing; |
| |
· |
uncertainties about estimates of
the potential market opportunity for our product
candidates; |
| |
· |
uncertainties about our estimated
expenditures and projected cash needs; |
| |
· |
uncertainties about our
expectations about partnering, licensing and marketing;
and |
| |
· |
our broad discretion over the use
of proceeds from any offering. |
Please also see the discussion of risks and uncertainties under
“Risk Factors” beginning on page 2 of the accompanying prospectus,
in our most recent Annual Report on Form 10-K, and in our other
reports filed with the SEC, incorporated herein by reference.
You should not place undue reliance on any forward-looking
statements, which are based on current expectations. Furthermore,
forward-looking statements speak only as of the date they are made.
If any of these risks or uncertainties materialize, or if any of
our underlying assumptions are incorrect, our actual results may
differ significantly from the results that we express in or imply
by any of our forward-looking statements. These and other risks are
detailed in this prospectus supplement, in the accompanying
prospectus, in the documents that we incorporate by reference into
this prospectus supplement and the accompanying prospectus and in
other documents that we file with the SEC. We do not undertake any
obligation to publicly update or revise these forward- looking
statements after the date of this prospectus supplement to reflect
future events or circumstances. We qualify any and all of our
forward-looking statements by these cautionary factors.
In light of these assumptions, risks and uncertainties, the results
and events discussed in the forward-looking statements contained in
this prospectus supplement or the accompanying prospectus or in any
document incorporated herein or therein by reference might not
occur. Investors are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
prospectus supplement or the accompanying prospectus or the date of
the document incorporated by reference herein or therein. We are
not under any obligation, and we expressly disclaim any obligation,
to update or alter any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by law. All subsequent forward-looking statements
attributable to us or to any person acting on our behalf are
expressly qualified in their entirety by the cautionary statements
contained or referred to in this section.
Prospectus Supplement
Summary
This summary highlights certain information about this offering
and selected information contained elsewhere in or incorporated by
reference into this prospectus supplement and the accompanying
prospectus. This summary is not complete and does not contain all
of the information that you should consider before deciding whether
to invest in shares of our Common Stock. For a more complete
understanding of our Company and this offering, we encourage you to
read and consider carefully the more detailed information in this
prospectus supplement and the accompanying prospectus, including
the information incorporated by reference into this prospectus
supplement and the accompanying prospectus, and the information
referred to under the heading “RISK FACTORS” in this prospectus
supplement on page S-2 and on page 2 of the accompanying
prospectus, and in the documents incorporated by reference into
this prospectus supplement and the accompanying prospectus.
| Securities
Offered: |
|
An
aggregate of 12,224,963 shares of Common Stock is being
offered. |
| |
|
|
| |
|
See
“DESCRIPTION OF SECURITIES” on page S-3 for a complete description
of the factors you should consider carefully before deciding to
invest in our securities. |
| |
|
|
| Shares
of Common Stock |
|
|
| Outstanding
After Offering: |
|
794,801,898 shares of Common Stock.(1)
|
| |
|
|
| Risk
Factors: |
|
Investing
in our Common Stock involves a high degree of risk. Please read the
information contained in and incorporated by reference under the
heading “RISK FACTORS” on page S-2 of this prospectus supplement
and page 2 of the accompanying prospectus, and under similar
headings in the other documents, including our Annual Report on
Form 10-K and our Quarterly Reports on Form 10-Q, that are
incorporated by reference into this prospectus supplement and the
accompanying prospectus. |
| |
|
|
| Use
of Proceeds: |
|
We
estimate that our net proceeds from the offering will be
approximately $9,975,570, after deducting estimated expenses
payable by us in connection with such closing. |
| |
|
|
| |
|
We
intend to use the net proceeds from this offering for general
corporate purposes, which may include working capital, capital
expenditures (including production facilities in the UK), research
and development expenditures, regulatory affairs expenditures,
clinical trial expenditures, and acquisitions of new technologies
and investments. See “USE OF PROCEEDS” on page S-2 of this
prospectus supplement.
|
| |
|
|
| Market
for the |
|
|
| Common
Stock: |
|
Our
Common Stock is listed on the OTCQB tier of the OTC Markets under
the symbol “NWBO”. |
|
(1) |
The
number of shares of our Common Stock outstanding after this
offering is based on 782,576,935 shares outstanding as of October
12, 2020. |
Risk Factors
Investing in our securities involves a high degree of risk.
Before deciding whether to invest in our securities, you should
consider carefully the risk factors in the accompanying prospectus
and the risks and uncertainties and assumptions discussed under the
heading “Risk Factors” included in our most recent annual report on
Form 10-K and our quarterly reports on Form 10-Q, which are on file
with the SEC and are incorporated herein by reference, and which
may be amended, supplemented or superseded from time to time by
other reports we file with the SEC in the future. There may be
other unknown or unpredictable economic, business, competitive,
regulatory or other factors that could have material adverse
effects on our future results. If any of these risks actually
occurs, our business, business prospects, financial condition or
results of operations could be seriously harmed. This could cause
the trading price of our Common Stock to decline, resulting in a
loss of all or part of your investment. Please also read carefully
the section above entitled “Cautionary Statement Regarding
Forward-Looking Statements.”
For more information about our SEC filings, please see “Where
You Can Find More Information” and “Incorporation of Certain
Information by Reference.”
Use of Proceeds
We estimate that the net proceeds from this equity offering will be
approximately $9,975,570 (in addition to the note proceeds of
$1,925,000), after deducting estimated offering expenses payable by
us.
We intend to use the net proceeds from this offering for general
corporate purposes, which may include working capital, capital
expenditures (including production facilities in the UK), research
and development expenditures, regulatory affairs expenditures,
clinical trial expenditures, and acquisitions of new technologies
and investments.
We have not yet determined the amount of net proceeds to be used
specifically for any of the foregoing purposes. Accordingly, our
management will have significant discretion and flexibility in
applying the net proceeds from this offering. Pending any use, as
described above, we intend to invest the net proceeds in
high-quality, short-term, interest-bearing securities.
Dividend Policy
We have never declared or paid cash dividends on our capital stock.
We currently intend to retain our future earnings, if any, for use
in our business and therefore do not anticipate paying cash
dividends in the foreseeable future. Payment of future dividends,
if any, will be at the discretion of our board of directors after
taking into account various factors, including our financial
condition, operating results, current and anticipated cash needs
and plans for expansion.
Dilution
In purchasing shares in this offering, the buyer’s interest will be
diluted to the extent of the difference between the offering price
per share and the net tangible book value per share of our Common
Stock after this offering. Our net tangible book value as of June
30, 2020 was $(81.3) million, or $(0.05) per share of Common Stock.
“Net tangible book value” is total assets minus the sum of
liabilities and intangible assets. “Net tangible book value per
share” is net tangible book value divided by the total number of
shares of Common Stock outstanding.
After giving effect to the sale by us of 12,224,963 shares of our
Common Stock in this offering at the average offering price of
$0.816 per share, and after deducting estimated offering expenses
payable by us, our net tangible book value as of June 30, 2020
would have been approximately $(71.3) million, or $(0.10) per share
of Common Stock. This amount represents a $0.01 increase in net
tangible book value per share to existing stockholders and an
immediate dilution of $0.916 per share to purchasers in this
offering.
The following table illustrates the dilution:
| Offering price
per share |
|
|
|
|
|
$ |
0.816 |
|
| Net tangible book value per share
as of June 30, 2020 |
|
$ |
(0.11 |
) |
|
|
|
|
| Increase in net tangible book
value per share after this offering |
|
$ |
0.01 |
|
|
|
|
|
| Pro forma net tangible book value
per share after this offering |
|
|
|
|
|
$ |
(0.10 |
) |
| Dilution per share to the
investor in this offering |
|
|
|
|
|
$ |
0.916 |
|
The above table is based on 722,156,882 shares outstanding,
including redeemable shares, as of June 30, 2020 and excludes, as
of that date:
| |
· |
102,158,934 shares of our Common Stock subject to
outstanding options having a weighted average exercise price of
$0.24 per share; and |
| |
· |
335,659,735 shares of our Common Stock that have
been reserved for issuance upon exercise of outstanding warrants at
a weighted average exercise price of $0.25 per share. |
As of October 12, 2020, the exercise of 359,526,076 warrants and
options have been suspended until either November 1, 2020 or
December 15, 2020, as previously reported.
To the extent that any outstanding options or warrants are
exercised, or we otherwise issue additional shares of Common Stock
in the future, at a price less than the public offering price,
there will be further dilution to the investor.
Description of
Securities
Pursuant to this prospectus supplement, the Company is offering
12,224,963 shares of our Common Stock. In connection with new
investment by some investors, we are modifying the terms of certain
existing warrants already held by such investors, with the extent
of such modifications negotiated in accordance with the extent of
new investment by each such investor. In order to implement these
modifications, concurrent with the closing of the new share
purchases in this offering, we are exchanging previously issued
warrants for an equivalent number of warrants with an expiration
date that is 3 months after the expiration date of the warrants for
which they were exchanged.
In connection with new investments, we have granted warrants to
purchase a number of shares of our Common Stock equal to 30% of the
new shares purchased by such investors. Such warrant shares are
exercisable at a per share purchase price of $2.00 for a period of
15 months from the date of purchase, but are not exercisable until
January 15, 2021, and are being offered and sold in reliance upon
exemptions from registration pursuant to Rule 506 of Regulation D
promulgated under Section 4(a)(2) under the Securities Act.
Common Stock
The following is a description of the material terms and provisions
of our Common Stock. It may not contain all the information that is
important to you. You can access complete information by referring
to our Certificate of Incorporation and our Bylaws, copies of which
are filed as exhibits to the registration statement of which this
prospectus forms a part.
General
Under our Certificate of Incorporation, we have authority to issue
1,200,000,000 shares of Common Stock, par value $0.001 per share,
and 100,000,000 shares of preferred stock, par value $0.001 per
share. As of October 13, 2020 there were 782,576,935 shares of
Common Stock issued and outstanding and no shares of preferred
stock outstanding.1 All shares of Common Stock will,
when issued pursuant to this prospectus, be duly authorized, fully
paid and nonassessable.
Dividends
Subject to the prior rights of any series of preferred stock which
may from time to time be outstanding, the holders of our Common
Stock are entitled to receive such dividends, if any, as may be
declared from time to time by our board of directors out of legally
available funds. In the event we are liquidated, dissolved or our
affairs are wound up, after we pay or make adequate provision for
all of our known debts and liabilities, each holder of Common Stock
will receive distributions pro rata out of assets that we can
legally use to pay distributions, subject to any rights that are
granted to the holders of any class or series of preferred stock.
As of the date of this prospectus, we have not declared or paid any
cash dividends on our shares of Common Stock.
Voting Rights
Holders of Common Stock are entitled to one vote per share and do
not have cumulative voting rights. An election of directors by our
stockholders is determined by a plurality of the votes cast by the
stockholders entitled to vote on the election.
1 This number includes those shares offered pursuant to
this prospectus.
Other Rights
Subject to the preferential rights of any other class or series of
stock, all shares of Common Stock have equal dividend,
distribution, liquidation and other rights, and have no preference,
appraisal or exchange rights. Furthermore, holders of Common Stock
have no conversion, sinking fund or redemption rights, or
preemptive rights to subscribe for any of our securities.
Transfer Agent
The transfer agent and registrar for our Common Stock is
Computershare Trust Company, N.A. Its address is P.O. Box 30170,
College Station, Texas 77842 and its phone number is (866)
282-9695.
Listing
Our Common Stock is traded on the OTCQB tier of the OTC Markets
under the symbol “NWBO”.
Experts
The audited financial statements incorporated by reference in this
prospectus have been so incorporated by reference in reliance upon
the report of Marcum LLP, independent registered public
accountants, upon the authority of said firm as experts in
accounting and auditing in giving said report.
Where You Can Find More
Information
We are subject to the reporting requirements of the Exchange Act
and file annual, quarterly and current reports, proxy statements
and other information with the SEC. SEC filings are available at
the SEC’s website at http://www.sec.gov. Information about us,
including a link to our SEC filings, is also available on our
website at http://nwbio.com. However, the information on our
website is not a part of this prospectus supplement or the
accompanying prospectus.
This prospectus supplement and the accompanying prospectus are only
part of a registration statement on Form S-3 that we filed with the
SEC under the Securities Act and therefore omit certain information
contained in the registration statement. We have also filed
exhibits and schedules with the registration statement that are
excluded from this prospectus supplement and the accompanying
prospectus, and you should refer to the applicable exhibit or
schedule for a complete description of any statement referring to
any contract or other document.
Incorporation of Certain
Information By Reference
The SEC allows us to “incorporate by reference” information that we
file with them. Incorporation by reference allows us to disclose
important information to you by referring you to those other
documents. The information incorporated by reference is an
important part of this prospectus supplement and the accompanying
prospectus, and information that we file later with the SEC will
automatically update and supersede this information. We filed a
registration statement on Form S-3 under the Securities Act with
the SEC with respect to the securities being offered pursuant to
this prospectus supplement and the accompanying prospectus. This
prospectus supplement and the accompanying prospectus omit certain
information contained in the registration statement, as permitted
by the SEC. You should refer to the registration statement,
including the exhibits, for further information about us and the
securities being offered pursuant to this prospectus supplement and
the accompanying prospectus. Statements in this prospectus
supplement and the accompanying prospectus regarding the provisions
of certain documents filed with, or incorporated by reference in,
the registration statement are not necessarily complete and each
statement is qualified in all respects by that reference. Copies of
all or any part of the registration statement, including the
documents incorporated by reference or the exhibits, are available
at the SEC’s website at http://www.sec.gov as described in “Where
You Can Find More Information.” The documents we are incorporating
by reference are:
| |
· |
Our
Quarterly Reports on Form 10-Q for the fiscal quarters ended March
31, 2020, filed on June
24,2020; and June 30,
2020, filed on
August 10, 2020; |
| |
· |
All
of our filings pursuant to the Exchange Act after the date of
filing this prospectus supplement and prior to completion of the
offering of securities being made hereby; and |
| |
· |
The
description of our Common Stock contained in our Registration
Statement on Form 8-A filed on November 14, 2012, including any amendments or reports filed for
the purpose of updating that description. |
In addition, all documents (other than current reports furnished
under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed in such
forms that are related to such items unless such Form 8-K expressly
provides to the contrary) subsequently filed by us pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act before the
date our offering is terminated or completed are deemed to be
incorporated by reference into, and to be a part of, this
prospectus supplement and the accompanying prospectus.
Any statement contained in this prospectus supplement or the
accompanying prospectus or in a document incorporated or deemed to
be incorporated by reference into this prospectus supplement or the
accompanying prospectus will be deemed to be modified or superseded
for purposes of this prospectus supplement and the accompanying
prospectus to the extent that a statement contained in any
subsequently filed document that is deemed to be incorporated by
reference into this prospectus supplement and the accompanying
prospectus modifies or supersedes the statement. Any statement so
modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this prospectus supplement and
the accompanying prospectus.
We will furnish without charge to you, on written or oral request,
a copy of any or all of the documents incorporated by reference,
including exhibits to these documents. You should direct any
requests for documents to Northwest Biotherapeutics, Inc., 4800
Montgomery Lane, Suite 800, Bethesda, MD 20814, (240) 497-9024.
You should rely only on information contained in, or incorporated
by reference into, this prospectus supplement and the accompanying
prospectus and any other prospectus supplement. We have not
authorized anyone to provide you with information different from
that contained in this prospectus supplement and the accompanying
prospectus or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We are not making
offers to sell the securities offered hereby in any jurisdiction in
which such an offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do
so or to anyone to whom it is unlawful to make such offer or
solicitation.
PROSPECTUS
Northwest Biotherapeutics, Inc.
$150,000,000
of
Common Stock
Preferred Stock
Depositary Shares
Warrants
Debt Securities
Share Purchase Contracts
Share Purchase Units
Units
This prospectus relates to common stock, preferred stock,
depositary shares, warrants, debt securities, share purchase
contracts, share purchase units, and units comprised of the
foregoing that we may sell from time to time in one or more
offerings up to a total dollar amount of $150,000,000 on terms to
be determined at the time of sale. We also may offer any of the
foregoing securities upon (i) conversion of debt securities or
preferred stock, (ii) exercise of warrants or (iii) settlement of
share purchase contracts. We will provide specific terms of these
securities in supplements to this prospectus. You should read this
prospectus and any prospectus supplement carefully before you
invest. This prospectus may not be used to offer and sell
securities unless accompanied by a prospectus supplement for those
securities.
Our common stock is traded on the OTCQB tier of the OTC Markets
under the symbol “NWBO.” On October 17, 2019, the last reported
sale price of our common stock was $0.23. We recommend that you
obtain current market quotations for our common stock prior to
making an investment decision.
These securities may be sold directly by us, through dealers or
agents designated from time to time, to or through underwriters or
through a combination of these methods. See “Plan of Distribution”
in this prospectus. We may also describe the plan of distribution
for any particular offering of these securities in any applicable
prospectus supplement. If any agents, underwriters or dealers are
involved in the sale of any securities in respect of which this
prospectus is being delivered, we will disclose their names and the
nature of our arrangements with them in a prospectus supplement.
The net proceeds we expect to receive from any such sale will also
be included in a prospectus supplement.
As of October 17, 2019, the aggregate
market value of our outstanding common stock held by
non-affiliates, or the public float, was $127,293,234, which was
calculated based on 584,430,368 shares of outstanding common stock
and 553,448,845 shares of outstanding common stock held by
non-affiliates, and on a price per share of $0.23, the closing
price of our common stock on October 17, 2019.
Investing in our securities involves a high degree of risk. See
“Risk Factors” beginning on page 3.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
This prospectus may not be used to consummate sales of securities
unless it is accompanied by a prospectus supplement.
The date of this prospectus
is , 2019
TABLE OF CONTENTS
Important Notice about the Information Presented in this
Prospectus
You should rely only on the information contained or
incorporated by reference in this prospectus or any applicable
prospectus supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with
different or inconsistent information, you should not rely on it.
For further information, see the section of this prospectus
entitled “Where You Can Find More Information.” We are not making
an offer to sell these securities in any jurisdiction where the
offer or sale is not permitted.
You should not assume that the information appearing in this
prospectus or any applicable prospectus supplement is accurate as
of any date other than the date on the front cover of this
prospectus or the applicable prospectus supplement, or that the
information contained in any document incorporated by reference is
accurate as of any date other than the date of the document
incorporated by reference, regardless of the time of delivery of
this prospectus or any prospectus supplement or any sale of a
security. Our business, financial condition, results of operations
and prospects may have changed since such dates. Neither this
prospectus nor any accompanying supplement shall constitute an
offer or solicitation by anyone in any jurisdiction in which such
offer or solicitation is not authorized or in which the person
making such offer or solicitation is not qualified to do so or to
anyone to whom it is unlawful to make such offer or
solicitation.
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the “SEC”), using a
“shelf” registration process. Under this shelf registration
process, we may sell any combination of the securities described in
this prospectus in one or more offerings up to a total dollar
amount of $150,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell
securities, we will provide a prospectus supplement that will
contain specific information about the securities being offered and
the terms of that offering. The prospectus supplement may also add
to, update or change information contained in this prospectus.
As permitted by the rules and regulations of the SEC, the
registration statement, of which this prospectus forms a part,
includes additional information not contained in this prospectus.
You may read the registration statement and other reports we file
with the SEC on the SEC’s website’, as further described below
under the heading “Where You Can Find More Information.”
Unless otherwise expressly provided or the context otherwise
requires, the terms “Northwest Biotherapeutics,” “the Company,”
“our company,” “we,” “us,” “our” and similar names refer
collectively to Northwest Biotherapeutics, Inc. and its
subsidiaries.
There must be a current state blue sky registration or exemption
from such registration for you to purchase or sell these
securities.
Each state has its own securities laws, often called “blue sky”
laws, which (i) limit sales of securities to a state’s residents
unless the securities are registered in that state or qualify for
an exemption from registration, and (ii) govern the reporting
requirements for broker-dealers doing business directly or
indirectly in the state. Before a security is sold in a state,
there must be a registration in place to cover the transaction, or
the transaction must be exempt from registration. The applicable
broker of such transaction must also be registered in that
state.
We cannot guarantee that we will be able to effect any required
blue sky registrations or qualifications. You will have the ability
to purchase these securities only if such securities have been
qualified for sale under the laws of the state where the offer and
sale is to occur, or if they fall within an exemption from
registration. We will not knowingly sell any securities to
purchasers in jurisdictions in which such sales are not registered
or otherwise qualified for issuance or exempt from registration. As
a result, there may be significant state blue sky law restrictions
on the ability of investors to sell, and on purchasers to buy, our
securities.
ABOUT NORTHWEST BIOTHERAPEUTICS,
INC.
We are a biotechnology company focused on developing personalized
immune therapies for cancer. We have developed a platform
technology, DCVax®, which uses activated dendritic cells to
mobilize a patient’s own immune system to attack their cancer.
Our lead product, DCVax®-L, is designed to treat solid tumor
cancers in which the tumor can be surgically removed. This product
is in an ongoing 331-patient Phase III trial for newly diagnosed
Glioblastome multiforme (GBM). On May 29, 2018, interim blinded
data from the Phase III trial, which were collected in 2017 were
published in a peer reviewed scientific journal. On November 17,
2018, updated interim blinded data from the Phase III trial were
presented at the Society for Neuro-Oncology annual meeting. As the
Company noted in its announcement of the publication and in
subsequent reports, the data could get either better or worse as it
continues to mature. The Company has been consulting with its
Scientific Advisory Board, the Steering Committee of the trial and
other independent experts about the ongoing handling of the
trial.
As previously reported, the Company is now moving forward with the
several stages of work that are needed to reach completion of this
trial. These include finalizing the Statistical Analysis Plan,
conducting the final data collection, data validation and data
lock, and then unblinding and analyzing the data. Each of these
stages are multi-month processes, involving teams of outside
experts as well as Company personnel. This work also involves
substantial pioneering, without a well-established pathway or
roadmap since very few personalized cell therapies have reached
late stage development. Accordingly, the Company’s projections,
estimates and expectations are subject to material changes as the
work proceeds.
Our second product, DCVax®-Direct, is designed to treat inoperable
solid tumors. A 40-patient Phase I trial has been completed, and
included treatment of a diverse range of cancers. The Company is
working on preparations for Phase II trials of DCVax-Direct.
Corporate Information
We were formed in 1996 and incorporated in Delaware in July 1998.
Our principal executive offices are located in Bethesda, Maryland,
and our telephone number is (240) 497-9024. Our website address is
www.nwbio.com. The information on our website is not part of this
prospectus. We have included our website address as a factual
reference and do not intend it to be an active link to our
website.
RISK FACTORS
Investing in our securities involves significant risks. Please see
the risk factors under the heading “Risk Factors” in our most
recent Annual Report on Form 10-K, as revised or supplemented by
our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K,
each of which are on file with the SEC and are incorporated by
reference in this prospectus. Before making an investment decision,
you should carefully consider these risks as well as other
information we include or incorporate by reference in this
prospectus and any prospectus supplement. The risks and
uncertainties we have described are not the only ones facing our
company. Additional risks and uncertainties not presently known to
us or that we currently deem immaterial may also affect our
business operations, results of operation, financial condition or
prospects.
SPECIAL NOTE REGARDING
FORWARD-LOOKING INFORMATION
The SEC encourages companies to disclose forward-looking
information so that investors can better understand a company’s
future prospects and make informed investment decisions. This
prospectus includes and incorporates forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). All
statements, other than statements of historical facts, included or
incorporated in this prospectus regarding our strategy, future
operations, financial position, future revenues, projected costs,
prospects, plans and objectives of management are forward-looking
statements.
The words “anticipates,” “believes,” “estimates,” “expects,”
“intends,” “may,” “plans,” “projects,” “will,” “would,” “continue”
and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
these identifying words. You should read statements that contain
these words carefully because they discuss future expectations and
plans, which contain projections of future results of operations or
financial condition or state other forward-looking information. We
cannot guarantee that we actually will achieve the plans,
intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our
forward-looking statements. There are a number of important factors
that could cause our actual results to differ materially from those
indicated by these forward-looking statements. These important
factors include the factors that we identify in the documents we
incorporate by reference in this prospectus, as well as other
information we include or incorporate by reference in this
prospectus and any prospectus supplement. Many factors could affect
our actual results, including those factors described under “Risk
Factors” in our Annual Report on Form 10-K, as revised or
supplemented by our Quarterly Reports on Form 10-Q and Current
Reports on Form 8-K, each of which are on file with the SEC and are
incorporated by reference in this prospectus. You should read these
factors and other cautionary statements made in this prospectus and
any accompanying prospectus supplement, and in the documents we
incorporate by reference as being applicable to all related
forward-looking statements wherever they appear in the prospectus
and any accompanying prospectus supplement, and in the documents
incorporated by reference. We do not assume any obligation to
update any forward-looking statements made by us.
Numerous factors could cause our actual results to differ
materially from those described in forward-looking statements,
including, among other things:
|
· |
risks related to our abilities to carry out intended
manufacturing expansions, validation and scale-up; |
|
· |
risks related to our ability to raise additional capital; |
|
· |
risks related to the progress, timing and results of clinical
trials and research and development efforts involving our product
candidates; |
|
· |
risks related to patient follow-up, data collection and
validation, and data analysis in connection with clinical
trials; |
|
· |
uncertainties as to whether interim and/or final data from
clinical trials will be comparable to prior or other data, or will
become better or worse as the data matures further; |
|
· |
uncertainties about statistical analyses of the data from
clinical trials, and acceptable statistical methods and
approaches; |
|
· |
uncertainties about the clinical trials process; |
|
· |
risks related to our ability to enroll patients in clinical
trials and complete the trials on a timely basis; |
|
· |
uncertainties about the timely performance of third
parties; |
|
· |
risks related to whether our products will demonstrate safety
and efficacy; |
|
· |
risks related to our commercialization efforts and commercial
opportunity for our DCVax product; |
|
· |
risks related to the submission of applications for and receipt
of regulatory clearances and approvals; |
|
· |
risks related to our plans to conduct future clinical trials or
research and development efforts; |
|
· |
risks and uncertainties related to our ability to carry out
Specials cases (in the U.K.), Right to Try and/or compassionate use
cases (in the U.S.) and/or other early or conditional or limited
approvals; |
|
· |
risks related to our dependence upon key personnel; |
|
· |
risks related to our reliance on third-party
manufacturers; |
|
· |
risks related to our commercialization efforts and commercial
opportunity for our DCVax product; |
|
· |
risks related to our ability to remediate the material
weaknesses in our internal control over financial reporting; |
|
· |
risks related to our need for additional financing |
|
· |
risks related to possible reimbursement and pricing; |
|
· |
uncertainties about estimates of the potential market
opportunity for our product candidates; |
|
· |
uncertainties about our estimated expenditures and projected
cash needs; |
|
· |
uncertainties about our expectations about partnering,
licensing and marketing; and |
|
· |
our broad discretion over the use of proceeds from any
offering. |
You should not place undue reliance on any forward-looking
statements, which are based on current expectations. Furthermore,
forward-looking statements speak only as of the date they are made.
If any of these risks or uncertainties materialize, or if any of
our underlying assumptions are incorrect, our actual results may
differ significantly from the results that we express in or imply
by any of our forward-looking statements. These and other risks are
detailed in this prospectus, in any accompanying prospectus
supplement, in the documents that we incorporate by reference into
this prospectus and any accompanying prospectus supplement and in
other documents that we file with the SEC. We do not undertake any
obligation to publicly update or revise these forward-looking
statements after the date of this prospectus to reflect future
events or circumstances. We qualify any and all of our
forward-looking statements by these cautionary factors.
In light of these assumptions, risks and uncertainties, the results
and events discussed in the forward-looking statements contained in
this prospectus or any accompanying prospectus or in any document
incorporated herein or therein by reference might not occur.
Investors are cautioned not to place undue reliance on the
forward-looking statements, which speak only as of the date of this
prospectus or any accompanying prospectus or the date of any
document incorporated by reference herein or therein. We are not
under any obligation, and we expressly disclaim any obligation, to
update or alter any forward-looking statements, whether as a result
of new information, future events or otherwise, except as required
by law. All subsequent forward-looking statements attributable to
us or to any person acting on our behalf are expressly qualified in
their entirety by the cautionary statements contained or referred
to in this section.
Use Of Proceeds
Unless otherwise provided in the applicable prospectus supplement,
we intend to use the net proceeds from the sale of these securities
for general corporate purposes, which may include working capital,
capital expenditures, research and development expenditures,
regulatory affairs expenditures, clinical trial expenditures, and
acquisitions of new technologies and investments. We have not yet
determined the amount of net proceeds to be used specifically for
any of the foregoing purposes. Accordingly, our management will
have significant discretion and flexibility in applying the net
proceeds from the sale of these securities. Our plans to use the
estimated net proceeds from the sale of these securities may
change, and if they do, we will update this information in a
prospectus supplement.
The Securities We May Offer
The descriptions of the securities contained in this prospectus,
together with the applicable prospectus supplements, summarize the
material terms and provisions of the various types of securities
that we may offer. We will describe in the applicable prospectus
supplement relating to any securities the particular terms of the
securities offered by that prospectus supplement. If we so indicate
in the applicable prospectus supplement, the terms of the
securities may differ from the terms we have summarized below. We
will also include in the prospectus supplement information, where
applicable, about material U.S. federal income tax considerations
relating to the securities, and the securities exchange, if any, on
which the securities may be listed.
We may sell from time to time, in one or more offerings:
|
· |
warrants to purchase common stock, preferred stock, depositary
shares, debt securities and/or units; |
|
· |
share purchase contracts to purchase common stock, preferred
stock, debt securities and/or units; |
|
· |
share purchase units, each representing one or more share
purchase contracts and, as security for the holder’s obligation to
purchase shares under the share purchase contracts any one or more
of (1) senior or subordinated debt securities, (2) preferred shares
or (3) debtor equity obligations of third parties, including U.S.
Treasury securities; or |
|
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units comprised of common stock, preferred stock, depositary
shares, warrants and/or debt securities in any combination. |
In this prospectus, we refer to the common stock, preferred stock,
depositary shares, debt securities, warrants, stock purchase
contracts, stock purchase units, and units collectively as
“securities.” The total dollar amount of all securities that we may
issue pursuant to this prospectus will not exceed $150,000,000.
Description Of Common Stock
The following is a description of the material terms and provisions
of our common stock. It may not contain all the information that is
important to you. You can access complete information by referring
to our Certificate of Incorporation, as amended (the “Certificate
of Incorporation”), and our Bylaws, as amended (the “Bylaws”),
copies of which are filed as exhibits to the registration statement
of which this prospectus forms a part or incorporated by reference
to our other filings with the Commission.
General
Under our Certificate of Incorporation, we have authority to issue
1,200,000,000 shares of common stock, par value $0.001 per share,
and 100,000,000 shares of preferred stock, par value $0.001 per
share. As of October 17, 2019, there were 584,430,368 shares of
common stock issued and outstanding and no shares of preferred
stock outstanding. All shares of common stock will, when issued
pursuant to this prospectus, be duly authorized, fully paid and
nonassessable.
Dividends
Subject to the prior rights of any series of preferred stock which
may from time to time be outstanding, the holders of our common
stock are entitled to receive such dividends, if any, as may be
declared from time to time by our board of directors out of legally
available funds. In the event we are liquidated, dissolved or our
affairs are wound up, after we pay or make adequate provision for
all of our known debts and liabilities, each holder of common stock
will receive distributions pro rata out of assets that we can
legally use to pay distributions, subject to any rights that are
granted to the holders of any class or series of preferred stock.
As of the date of this prospectus, we have not declared or paid any
cash dividends on our shares of common stock.
Voting Rights
Holders of common stock are entitled to one vote per share and do
not have cumulative voting rights. An election of directors by our
stockholders is determined by a plurality of the votes cast by the
stockholders entitled to vote on the election.
Other Rights
Subject to the preferential rights of any other class or series of
stock, all shares of common stock have equal dividend,
distribution, liquidation and other rights, and have no preference,
appraisal or exchange rights. Furthermore, holders of common stock
have no conversion, sinking fund or redemption rights, or
preemptive rights to subscribe for any of our securities.
Transfer Agent
The transfer agent and registrar for our common stock is
Computershare Trust Company, N.A. Its address is P.O. Box 30170,
College Station, Texas 77842 and its phone number is (866)
282-9695.
Listing
Our common stock is traded on the OTCQB tier of the OTC Markets
under the symbol “NWBO.”
Description Of Preferred Stock
Our Certificate of Incorporation authorizes us to issue up to
100,000,000 shares of preferred stock, of which no shares are
outstanding.
General
Our board of directors may, without stockholder approval, issue up
to 100,000,000 shares of preferred stock in one or more series and,
subject to the Delaware General Corporation Law (“DGCL”), with
respect to each series may:
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fix the designation of such series; |
|
· |
fix the number of shares to constitute such series; |
|
· |
fix whether such series is to have voting rights (full, special
or limited) or is to be without voting rights; |
|
· |
fix the terms of any voting rights, including whether or not
such series is to be entitled to vote as a separate class either
alone or together with the holders of the common stock or one or
more other series of preferred stock; |
|
· |
fix the preferences and relative, participating, optional,
conversion and/or other special rights (if any) of such series and
the qualifications, limitations and/or restrictions (if any) with
respect to such series; |
|
· |
fix the redemption rights and price(s), if any, of such series,
and whether or not the shares of such series shall be subject to
operation of retirement or sinking funds to be applied to the or
redemption of such shares for retirement and, if such retirement or
sinking funds or funds are to be established, the periodic amount
thereof and the terms and provisions relative to the operation
thereof; |
|
· |
fix the dividend rights and preferences (if any) of such
series, including, without limitation, (i) the rates of dividends
payable thereon, (ii) the conditions upon which and the time when
such dividends are payable, (iii) whether or not such dividends
shall be cumulative or noncumulative and, if cumulative, the date
or dates from which such dividends shall accumulate and (iv)
whether or not the payment of such dividends shall be preferred to
the payment of dividends payable on the common stock or any other
series of preferred stock; |
|
· |
fix the preferences (if any), and the amounts thereof, which
the holders of such series shall be entitled to receive upon the
voluntary or involuntary liquidation, dissolution or winding-up of,
or upon any distribution of the assets of, the Company; |
|
· |
fix whether or not the shares of such series, at the option of
the Company or the holders thereof or upon the happening of any
specified event, shall be convertible into or exchangeable for (i)
shares of common stock, (ii) shares of any other series of
preferred stock or (iii) any other stock or securities of the
Company; |
|
· |
fix, if such series is to be convertible or exchangeable, the
price or prices or ratio or ratios or rate or rates at which such
conversion or exchange may be made and the terms and conditions (if
any) upon which such price or prices or ratio or ratios or rate or
rates may be adjusted; |
|
· |
fix such other rights, powers and preferences with respect to
such series as may to the board of directors seem advisable;
and |
|
· |
increase (but not above the total number of authorized shares
of the class) or decrease (but not below the total number of such
series then outstanding) the number of shares of any series of
preferred stock subsequent to the issuance of shares of such
series. |
DESCRIPTION OF DEPOSITARY SHARES
We may, at our option, elect to offer fractional shares of
preferred stock, rather than full shares of preferred stock. If we
exercise this option, we will issue to the public receipts for
depositary shares, and each of these depositary shares will
represent a fraction (to be set forth in the applicable prospectus
supplement) of a share of a particular series of preferred stock.
The following summaries of the deposit agreement, the depositary
shares and the depositary receipts are not complete. You should
refer to the forms of the deposit agreement and depositary receipts
that will be filed with the SEC in connection with any offering of
the specific depositary shares.
The shares of any series of preferred stock underlying the
depositary shares will be deposited under a deposit agreement
between us and a bank or trust company selected by us. Subject to
the terms of the deposit agreement, each owner of a depositary
share will be entitled, in proportion to the applicable fraction of
a share of preferred stock underlying that depositary share, to all
the rights and preferences of the preferred stock underlying that
depositary share. Those rights may include dividend, voting,
redemption and liquidation rights.
The depositary shares will be evidenced by depositary receipts
issued pursuant to the deposit agreement. Depositary receipts will
be distributed to those persons purchasing the fractional shares of
preferred stock underlying the depositary shares, in accordance
with the terms of the offering. Copies of the forms of deposit
agreement and depositary receipt will be filed as exhibits to
current or other reports we file with the SEC.
Pending the preparation of definitive depositary receipts, the
depositary may, upon our written order, issue temporary depositary
receipts substantially identical to the definitive depositary
receipts but not in definitive form. These temporary depositary
receipts entitle their holders to all the rights of definitive
depositary receipts that are to be prepared without unreasonable
delay. Temporary depositary receipts will then be exchangeable for
definitive depositary receipts at our expense.
Description Of Warrants
The following description, together with the additional information
we may include in any applicable prospectus supplements, summarizes
the material terms and provisions of the warrants that we may offer
under this prospectus and the related warrant agreements and
warrant certificates. While the terms summarized below will apply
generally to any warrants that we may offer, we will describe the
particular terms of any series of warrants in more detail in the
applicable prospectus supplement. If we indicate in the prospectus
supplement, the terms of any warrants offered under that prospectus
supplement may differ from the terms described below. If there are
differences between that prospectus supplement and this prospectus,
the prospectus supplement will control. Thus, the statements we
make in this section may not apply to a particular series of
warrants. Specific warrant agreements will contain additional
important terms and provisions and will be incorporated by
reference as an exhibit to the registration statement which
includes this prospectus.
General
We may issue warrants for the purchase of common stock, preferred
stock, depositary shares, debt securities and/or units in one or
more series, which warrants may take the form of, or be called,
options. We may issue warrants independently or together with
common stock, preferred stock, depositary shares, debt securities
and/or units, and the warrants may be attached to or separate from
these securities.
We will evidence each series of warrants by warrant certificates
that we may issue under a separate agreement. We will describe in
the applicable prospectus supplement the terms of the series of
warrants, including:
|
· |
the offering price and aggregate number of warrants
offered; |
|
· |
the currency for which the warrants may be purchased; |
|
· |
in the case of warrants to purchase debt securities, the
principal amount of debt securities purchasable upon exercise of
one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise; |
|
· |
if applicable, the designation and terms of the securities with
which the warrants are issued and the number of warrants issued
with each such security or each principal amount of such
security; |
|
· |
if applicable, the date on and after which the warrants and the
related securities will be separately transferable; |
|
· |
in the case of warrants to purchase common stock, preferred
stock or depositary shares, the number of shares of common stock,
preferred stock or depositary shares, as the case may be,
purchasable upon the exercise of one warrant and the price at which
these shares may be purchased upon such exercise; |
|
· |
the warrant agreement under which the warrants will be
issued; |
|
· |
the effect of any merger, consolidation, sale or other
disposition of our business on the warrant agreement and the
warrants; |
|
· |
anti-dilution provisions of the warrants, if any; |
|
· |
the terms of any rights to redeem or call the warrants; |
|
· |
any provisions for changes to or adjustments in the exercise
price or number of securities issuable upon exercise of the
warrants; |
|
· |
the dates on which the right to exercise the warrants will
commence and expire or, if the warrants are not continuously
exercisable during that period, the specific date or dates on which
the warrants will be exercisable; |
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· |
the manner in which the warrant agreement and warrants may be
modified; |
|
· |
the identities of the warrant agent and any calculation or
other agent for the warrants; |
|
· |
federal income tax consequences of holding or exercising the
warrants; |
|
· |
the terms of the securities issuable upon exercise of the
warrants; |
|
· |
any securities exchange or quotation system on which the
warrants or any securities deliverable upon exercise of the
warrants may be listed; and |
|
· |
any other specific terms, preferences, rights or limitations of
or restrictions on the warrants. |
Before exercising their warrants, holders of warrants will not have
any of the rights of holders of the securities purchasable upon
such exercise, including:
|
· |
in the case of warrants to purchase common stock, preferred
stock or depositary shares, the right to receive dividends, if any,
or, payments upon our liquidation, dissolution or winding up or to
exercise voting rights, if any; or |
|
· |
in the case of warrants to purchase debt securities, the right
to receive payments of principal of, or premium, if any, or
interest on, the debt securities purchasable upon exercise or to
enforce covenants in the applicable indenture. |
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities
that we specify in the applicable prospectus supplement at the
exercise price that we describe in the applicable prospectus
supplement. Unless we otherwise specify in the applicable
prospectus supplement, holders of the warrants may exercise the
warrants at any time up to 5:00 p.m. Eastern Time on the expiration
date that we set forth in the applicable prospectus supplement.
After the close of business on the expiration date, unexercised
warrants will become void.
Holders of the warrants may exercise the warrants by delivering the
warrant certificate representing the warrants to be exercised
together with specified information, and paying the required amount
to the warrant agent in immediately available funds, as provided in
the applicable prospectus supplement. We will set forth on the
reverse side of the warrant certificate, and in the applicable
prospectus supplement, the information that the holder of the
warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate
properly completed and duly executed at the corporate trust office
of the warrant agent or any other office indicated in the
applicable prospectus supplement, we will issue and deliver the
securities purchasable upon such exercise. If fewer than all of the
warrants represented by the warrant certificate are exercised, then
we will issue a new warrant certificate for the remaining amount of
warrants. If we so indicate in the applicable prospectus
supplement, holders of the warrants may surrender securities as all
or part of the exercise price for warrants.
Description Of Debt Securities
The following is a general description of the debt securities that
we may offer from time to time. The particular terms of the debt
securities offered by any prospectus supplement and the extent, if
any, to which the general provisions described below may apply to
those securities will be described in the applicable prospectus
supplement. We also may sell hybrid securities that combine certain
features of debt securities and other securities described in this
prospectus. As you read this section, please remember that the
specific terms of a debt security as described in the applicable
prospectus supplement will supplement and may modify or replace the
general terms described in this section. If there are differences
between the applicable prospectus supplement and this prospectus,
the applicable prospectus supplement will control. As a result, the
statements we make in this section may not apply to the debt
security you purchase.
Except as otherwise defined herein, capitalized terms used but not
defined in this section have the respective meanings set forth in
the applicable indenture. As used in this section, “Northwest
Biotherapeutics” refers to Northwest Biotherapeutics, Inc. on an
unconsolidated basis and does not include any of its consolidated
subsidiaries.
General
The debt securities that we offer may be senior debt securities
and/or subordinated debt securities and may be secured and/or
unsecured. We may issue senior debt securities under an indenture,
which we refer to as the senior indenture, to be entered into
between Northwest Biotherapeutics and the trustee named in the
applicable prospectus supplement. We may issue subordinated debt
securities under an indenture, which we refer to as the
subordinated indenture, to be entered into between Northwest
Biotherapeutics and the trustee named in the applicable prospectus
supplement. We refer to the senior indenture and the subordinated
indenture as the indentures, and to each of the trustees under the
indentures as a trustee. In addition, the indentures may be
supplemented or amended as necessary to set forth the terms of any
debt securities issued under the indentures. You should read the
indentures, including any amendments or supplements, carefully to
fully understand the terms of the debt securities. Forms of such
potential indentures have been filed as exhibits to the
registration statement of which this prospectus is a part. Such
indentures are subject to, and are governed by the Trust Indenture
Act of 1939.
The senior debt securities will be unsubordinated obligations. They
will rank equally with each other and all other unsubordinated
debt, unless otherwise indicated in the applicable prospectus
supplement. The subordinated debt securities will be subordinated
in right of payment to the prior payment in full of our senior
debt, unless otherwise indicated in the applicable prospectus
supplement. See “Subordination of Subordinated Debt Securities.”
The subordinated debt securities will rank equally with each other,
unless otherwise indicated in the applicable prospectus supplement.
We will indicate in each applicable prospectus supplement relating
to subordinated debt securities, as of the most recent practicable
date, the aggregate amount of our outstanding debt that would rank
senior to the subordinated debt securities.
The indentures do not limit the amount of debt securities that can
be issued thereunder and provide that debt securities of any series
may be issued thereunder up to the aggregate principal amount that
we may authorize from time to time. Unless otherwise provided in
the prospectus supplement, the indentures do not limit the amount
of other indebtedness or securities that we may issue. We may issue
debt securities of the same series at more than one time and,
unless prohibited by the terms of the series, we may reopen a
series for issuances of additional debt securities, without the
consent of the holders of the outstanding debt securities of that
series. All debt securities issued as a series, including those
issued pursuant to any reopening of a series, will vote together as
a single class unless otherwise described in the prospectus
supplement for such series.
Reference is made to the prospectus supplement for the following
and/or other possible terms of each series of the debt securities
in respect of which this prospectus is being delivered:
|
· |
the title of the debt securities; |
|
· |
any limit upon the aggregate principal amount of the debt
securities of that series that may be authenticated and delivered
under the applicable indenture, except for debt securities
authenticated and delivered upon registration of transfer of, or in
exchange for or in lieu of, other debt securities of that
series; |
|
· |
the date or dates on which the principal and premium, if any,
of the debt securities of the series is payable; |
|
· |
the rate or rates, which may be fixed or variable, at which the
debt securities of the series shall bear interest or the manner of
calculation of such rate or rates, if any, including any procedures
to vary or reset such rate or rates, and the basis upon which
interest will be calculated if other than that of a 360-day year of
twelve 30-day months; |
|
· |
the date or dates from which such interest shall accrue, the
dates on which such interest will be payable or the manner of
determination of such dates, and the record date for the
determination of holders to whom interest is payable on any such
dates; |
|
· |
any trustees, authenticating agents or paying agents with
respect to such series, if different from those set forth in the
applicable indenture; |
|
· |
the right, if any, to extend the interest payment periods or
defer the payment of interest and the duration of such extension or
deferral; |
|
· |
the period or periods within which, the price or prices at
which and the terms and conditions upon which, debt securities of
the series may be redeemed, in whole or in part, at the option of
Northwest Biotherapeutics; |
|
· |
the obligation, if any, of Northwest Biotherapeutics to redeem,
purchase or repay debt securities of the series pursuant to any
sinking fund or analogous provisions, including payments made in
cash in anticipation of future sinking fund obligations, or at the
option of a holder thereof and the period or periods within which,
the price or prices at which, and the terms and conditions upon
which, debt securities of the series shall be redeemed, purchased
or repaid, in whole or in part, pursuant to such obligation; |
|
· |
the form of the debt securities of the series including the
form of the trustee’s certificate of authentication for such
series; |
|
· |
if other than denominations of any multiple of $1,000, the
denominations in which securities of the series shall be
issuable; |
|
· |
the currency or currencies in which payment of the principal
of, premium, if any, and interest on, debt securities of the series
shall be payable; |
|
· |
if the principal amount payable at the stated maturity of debt
securities of the series will not be determinable as of any one or
more dates prior to such stated maturity, the amount which will be
deemed to be such principal amount as of any such date for any
purpose, including the principal amount thereof that will be due
and payable upon declaration of the maturity thereof or upon any
maturity other than the stated maturity or that will be deemed to
be outstanding as of any such date, or, in any such case, the
manner in which such deemed principal amount is to be
determined; |
|
· |
the terms of any repurchase or remarketing rights; |
|
· |
if the securities of the series shall be issued in whole or in
part in the form of a global security or securities, the type of
global security to be issued; the terms and conditions, if
different from those contained in the applicable indenture, upon
which such global security or securities may be exchanged in whole
or in part for other individual securities in definitive registered
form; the depositary for such global security or securities; and
the form of any legend or legends to be borne by any such global
security or securities in addition to or in lieu of the legends
referred to in the indenture; |
|
· |
whether the debt securities of the series will be convertible
into or exchangeable for other debt securities, registered shares
or other securities of any kind of Northwest Biotherapeutics or
another obligor, and, if so, the terms and conditions upon which
such debt securities will be so convertible or exchangeable,
including the initial conversion or exchange price or rate or the
method of calculation, how and when the conversion price or
exchange ratio may be adjusted, whether conversion or exchange is
mandatory, at the option of the holder or at Northwest
Biotherapeutics’ option, the conversion or exchange period, and any
other provision in addition to or in lieu of those described
herein; |
|
· |
any additional restrictive covenants or events of default that
will apply to the debt securities of the series, or any changes to
the restrictive covenants set forth in the applicable indenture
that will apply to the debt securities of the series, which may
consist of establishing different terms or provisions from those
set forth in the applicable indenture or eliminating any such
restrictive covenant or event of default with respect to the debt
securities of the series; |
|
· |
any provisions granting special rights to holders when a
specified event occurs; |
|
· |
if the amount of principal or any premium or interest on debt
securities of a series may be determined with reference to an index
or pursuant to a formula, the manner in which such amounts will be
determined; |
|
· |
any special tax implications of the debt securities, including
provisions for original issue discount securities, if offered; |
|
· |
whether and upon what terms debt securities of a series may be
defeased if different from the provisions set forth in the
applicable indenture; |
|
· |
with regard to the debt securities of any series that do not
bear interest, the dates for certain required reports to the
trustee; |
|
· |
whether the debt securities of the series will be issued as
unrestricted securities or restricted securities, and, if issued as
restricted securities, the rule or regulation promulgated under the
Securities Act in reliance on which they will be sold; |
|
· |
whether the series will be issued with guarantees and, if so,
the identity of the guarantor and the terms, if any, of any
guarantee of the payment of principal and interest, if any, with
respect to the series and any corresponding changes to the
indenture as then in effect; |
|
· |
if the debt securities are subordinated debt securities, the
subordination terms of the debt securities and any related
guarantee; and |
|
· |
any and all additional, eliminated or changed terms that shall
apply to the debt securities of the series, including any terms
that may be required by or advisable under United States laws or
regulations, including the Securities Act and the rules and
regulations promulgated thereunder, or advisable in connection with
the marketing of debt securities of that series. |
“Principal” when used herein includes any premium on any series of
the debt securities.
Unless otherwise provided in the prospectus supplement relating to
any debt securities, principal and interest, if any, will be
payable, and transfers of the debt securities may be registered, at
the office or offices or agency we maintain for such purposes,
provided that payment of interest on the debt securities will be
paid at such place by check mailed to the persons entitled thereto
at the addresses of such persons appearing on the security
register. Interest on the debt securities, if any, will be payable
on any interest payment date to the persons in whose names the debt
securities are registered at the close of business on the record
date for such interest payment.
The debt securities may be issued in fully registered form.
Additionally, the debt securities may be represented in whole or in
part by one or more global notes registered in the name of a
depository or its nominee and, if so represented, interests in such
global note will be shown on, and transfers thereof will be
effected only through, records maintained by the designated
depository and its participants.
Unless otherwise provided in the prospectus supplement relating to
any debt securities, the debt securities may be exchanged for an
equal aggregate principal amount of debt securities of the same
series and date of maturity in such authorized denominations as may
be requested upon surrender of the debt securities at an agency
that we maintain for such purpose and upon fulfillment of all other
requirements of such agent. We may require payment of an amount
sufficient to cover any associated tax or other governmental
charge.
The indentures require the annual filing by Northwest
Biotherapeutics with the trustee of a certificate as to compliance
with certain covenants contained in the indentures.
We will comply with Section 14(e) under the Exchange Act, to the
extent applicable, and any other tender offer rules under the
Exchange Act that may be applicable, in connection with any
obligation to purchase debt securities at the option of the holders
thereof. Any such obligation applicable to a series of debt
securities will be described in the prospectus supplement relating
thereto.
Unless otherwise described in a prospectus supplement relating to
any debt securities, there are no covenants or provisions contained
in the indentures that may afford the holders of debt securities
protection in the event that we enter into a highly leveraged
transaction.
The statements made hereunder relating to the indentures and the
debt securities are summaries of certain provisions thereof and are
qualified in their entirety by reference to all provisions of the
indentures and the debt securities and the descriptions thereof, if
different, in the applicable prospectus supplement.
Form of the Debt Securities
The indentures may provide that we may issue debt securities in the
forms, including temporary or definitive global form, established
by a board resolution or in a supplemental indenture.
Unless indicated otherwise in the applicable prospectus supplement,
we will issue debt securities in denominations of any multiple of
$1,000, and interest on the debt securities, if any, will be
computed on the basis of a 360-day year of twelve 30-day
months.
Registration, Transfer, Payment and Paying Agent
We will maintain an office or agency where the debt securities may
be presented for payment, registration of transfer and exchange,
and, if applicable, for conversion. The indenture trustee is
appointed security registrar for purposes of registering, and
registering transfers of, the debt securities. Unless otherwise
indicated in a board resolution or supplemental indenture, the
indenture trustee also will act as paying agent, and will be
authorized to pay principal and interest, if any, on any debt
security of any series.
There will be no service charge for any registration of transfer or
exchange of debt securities, but we or the indenture trustee may
require a holder to pay any tax or other governmental charge that
may be imposed in connection with any registration of transfer or
exchange of the debt securities, other than certain exchanges not
involving any transfer, and other than certain exchanges or
transfers as may be specified in a board resolution or supplemental
indenture.
Global Debt Securities
Unless otherwise indicated in the applicable prospectus supplement
for a series of debt securities, each series of the debt securities
will be issued in global form, which means that we will deposit
with the depositary identified in the applicable prospectus
supplement (or its custodian) one or more certificates representing
the entire series, as described below under “Book-Entry Procedures
and Settlement.” Global debt securities may be issued in either
temporary or definitive form.
The applicable prospectus supplement will describe any limitations
and restrictions relating to a series of global debt
securities.
Subordination of Subordinated Debt Securities
We will set forth in the applicable prospectus supplement the terms
and conditions, if any, upon which any series of subordinated debt
securities is subordinated to debt securities of another series or
to our other indebtedness. The terms will include a description
of:
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(1) |
the indebtedness ranking senior to the debt securities being
offered; |
|
(2) |
the restrictions, if any, on payments to the holders of the
debt securities being offered while a default with respect to the
senior indebtedness is continuing; and |
|
(3) |
the provisions requiring holders of the debt securities being
offered to remit some payments to the holders of senior
indebtedness. |
Events of Default
Except as otherwise set forth in the prospectus supplement relating
to any debt securities, an event of default with respect to the
debt securities of any series is defined in the indentures as:
|
(1) |
default in the payment of any installment of interest upon any
of the debt securities of such series as and when the same shall
become due and payable, and continuance of such default for a
period of 30 days after notice of default; |
|
(2) |
default in the payment of all or any part of the principal of
or premium, if any, on any of the debt securities of such series as
and when the same shall become due and payable either at maturity,
upon any redemption or repurchase, by declaration or otherwise, and
continuance of such default for a period of 30 days after notice of
default; |
|
(3) |
default in the performance, or breach, of any other covenant or
warranty of Northwest Biotherapeutics in respect of the debt
securities of such series and any related guarantee or set forth in
the applicable indenture (other than the failure to comply with any
covenant or agreement to file with the trustee information required
to be filed with the SEC or a default in the performance or breach
of a covenant or warranty included in the applicable indenture
solely for the benefit of one or more series of debt securities
other than such series) and continuance of such default or breach
for a period of 90 days after due notice by the trustee or by the
holders of at least 25% in principal amount of the outstanding
securities of such series; or |
|
(4) |
certain events of bankruptcy, insolvency or reorganization of
Northwest Biotherapeutics. |
Except as otherwise set forth in the prospectus supplement relating
to any debt securities, any failure to perform, or breach of, any
covenant or agreement by Northwest Biotherapeutics in respect of
the debt securities with respect to the filing with the trustee of
the information required to be filed with the SEC shall not be a
default or an event of default. Remedies against Northwest
Biotherapeutics for any such failure or breach will be limited to
liquidated damages. Except as otherwise set forth in the prospectus
supplement relating to any debt securities, if there is such a
failure or breach and continuance of such failure or breach for a
period of 90 days after the date on which there has been given, by
registered or certified mail, to Northwest Biotherapeutics by the
trustee or to Northwest Biotherapeutics and the trustee by the
holders of at least 25% in principal amount of the outstanding debt
securities of such series, a written notice specifying such failure
or breach and requiring it to be remedied and stating that such
notice is a “Notice of Reporting Noncompliance” under the
indenture, Northwest Biotherapeutics will pay liquidated damages to
all holders of debt securities, at a rate per year equal to 0.25%
of the principal amount of such debt securities from the 90th day
following such notice to and including the 150th day following such
notice and at a rate per year equal to 0.5% of the principal amount
of such Securities from and including the 151st day following such
notice, until such failure or breach is cured.
Additional Events of Default may be added for the benefit of
holders of certain series of debt securities that, if added, will
be described in the prospectus supplement relating to such debt
securities.
Except as otherwise set forth in the prospectus supplement relating
to any debt securities, if an event of default shall have occurred
and be continuing in respect of a series of debt securities, in
each and every case, unless the principal of all the debt
securities of such series shall have already become due and
payable, either the trustee or the holders of not less than 25% in
aggregate principal amount of the debt securities of such series
then outstanding, by notice in writing to Northwest Biotherapeutics
and, if given by such holders, to the trustee may declare the
unpaid principal of all the debt securities to be due and payable
immediately.
Except as otherwise set forth in the prospectus supplement relating
to any debt securities, the holders of a majority in aggregate
principal amount of a series of debt securities, by written notice
to Northwest Biotherapeutics and the trustee may temporarily or
permanently waive any existing default in the performance of any of
the covenants contained in the indenture or established with
respect to such series of debt securities and its consequences.
Upon any such waiver, the default covered thereby and any event of
default arising therefrom shall be deemed to be cured to the extent
of such waiver for all purposes of the indenture.
Except as otherwise set forth in the prospectus supplement relating
to any debt securities, the holders of a majority in aggregate
principal amount of the outstanding debt securities of a series
shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the trustee
or exercising any trust or power conferred on the trustee with
respect to the debt securities of such series; provided, however,
that such direction shall not be in conflict with any rule of law
or with the indenture or be unduly prejudicial to the rights of
holders of securities of any other outstanding series of debt
securities. Subject to the terms of the indenture, the trustee
shall have the right to decline to follow any such direction if the
trustee in good faith shall determine that the proceeding so
directed would involve the trustee in personal liability.
Merger
Each indenture provides that Northwest Biotherapeutics may merge or
consolidate with any other person or sell or convey all or
substantially all of its assets to any person if:
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(1) |
either (a) Northwest Biotherapeutics is the continuing company
or (b) the successor person expressly assumes all of the
obligations of the Company under the applicable indenture, is an
entity treated as a corporation for U.S. tax purposes and obtains
either (x) an opinion, in form and substance reasonably acceptable
to the Trustee or (y) a ruling from the U.S. Internal Revenue
Service, in either case (x) or (y) to the effect that such merger
or consolidation, or such sale or conveyance, will not result in an
exchange of the debt securities for new debt instruments for U.S.
federal income tax purposes; and |
|
(2) |
no event of default and no event that, after notice or lapse of
time or both, would become an event of default shall be continuing
immediately after such merger or consolidation, or such sale or
conveyance. |
Satisfaction and Discharge of Indentures
The indenture with respect to any series of debt securities (except
for certain specified surviving obligations, including our
obligation to pay the principal of and interest, if any, on the
debt securities of such series) will be discharged and cancelled
upon the satisfaction of certain conditions, including the payment
of all the debt securities of such series or the deposit with the
trustee under such indenture of cash or appropriate government
obligations or a combination thereof sufficient for such payment or
redemption in accordance with the applicable indenture and the
terms of the debt securities of such series.
Modification of the Indentures
Northwest Biotherapeutics and the trustee may from time to time and
at any time enter into an indenture or indentures supplemental to
the indenture without the consent of any holders of any series of
securities, including for one or more of the following
purposes:
|
· |
to cure any ambiguity, defect or inconsistency in the indenture
or debt securities of any series, including making any such changes
as are required for the indenture to comply with the Trust
Indenture Act; |
|
· |
to add an additional obligor on the debt securities or to
evidence the succession of another person to Northwest
Biotherapeutics, or successive successions, and the assumption by
the successor person of the covenants, agreements and obligations
of Northwest Biotherapeutics pursuant to provisions in the
indenture concerning consolidation, merger, the sale of assets or
successor entities; |
|
· |
to provide for uncertificated debt securities in addition to or
in place of certificated debt securities; |
|
· |
to add to the covenants of Northwest Biotherapeutics for the
benefit of the holders of any outstanding series of debt securities
or to surrender any of Northwest Biotherapeutics’ rights or powers
under the indenture; |
|
· |
to add any additional Events of Default for the benefit of the
holders of any outstanding series of debt securities; |
|
· |
to change or eliminate any of the provisions of the indenture,
provided that any such change or elimination shall not become
effective with respect to any outstanding debt security of any
series created prior to the execution of such supplemental
indenture which is entitled to the benefit of such provision; |
|
· |
to secure the debt securities of any series; |
|
· |
to make any other change that does not adversely affect the
rights of any holder of outstanding debt securities in any material
respect; |
|
· |
to provide for the issuance of and establish the form and terms
and conditions of a series of debt securities, to provide which, if
any, of the covenants of Northwest Biotherapeutics shall apply to
such series, to provide which of the events of default shall apply
to such series, to name one or more guarantors and provide for
guarantees of such series of debt securities, to provide for the
terms and conditions upon which any guarantees by a guarantor of
such series may be released or terminated, or to define the rights
of the holders of such series of debt securities; |
|
· |
to issue additional debt securities of any series; provided
that such additional debt securities have the same terms as, and be
deemed part of the same series as, the applicable series of debt
securities to the extent required under the indenture; or |
|
· |
to evidence and provide for the acceptance of appointment by a
successor trustee with respect to the debt securities of one or
more series and to add to or change any of the provisions of the
indenture as shall be necessary to provide for or facilitate the
administration of the trust by more than one trustee. |
In addition, under the indenture, with the written consent of the
holders of not less than a majority in aggregate principal amount
of the debt securities of each series at the time outstanding that
is affected, Northwest Biotherapeutics and the trustee, from time
to time and at any time may enter into an indenture or indentures
to supplement the indenture. However, except as otherwise set forth
in the prospectus supplement relating to any debt securities, the
following changes may only be made with the consent of each holder
of outstanding debt securities affected:
|
· |
extend a fixed maturity of or any installment of principal of
any debt securities of any series or reduce the principal amount
thereof or reduce the amount of principal of any original issue
discount security that would be due and payable upon declaration of
acceleration of the maturity thereof; |
|
· |
reduce the rate of or extend the time for payment of interest
on any debt security of any series; |
|
· |
reduce the premium payable upon the redemption of any debt
security; |
|
· |
make any debt security payable in currency other than that
stated in the debt security; |
|
· |
impair the right to institute suit for the enforcement of any
payment on or after the fixed maturity thereof or, in the case of
redemption, on or after the redemption date; |
|
· |
modify the subordination provisions applicable to any debt
security or the related guarantee in a manner materially adverse to
the holder thereof; or |
|
· |
reduce the percentage of debt securities, the holders of which
are required to consent to any such supplemental indenture or
indentures. |
A supplemental indenture that changes or eliminates any covenant,
event of default or other provision of the indenture that has been
expressly included solely for the benefit of one or more particular
series of securities, if any, or which modifies the rights of the
holders of securities of such series with respect to such covenant,
event of default or other provision, shall be deemed not to affect
the rights under the indenture of the holders of securities of any
other series.
It will not be necessary for the consent of the holders to approve
the particular form of any proposed supplement, amendment or
waiver, but it shall be sufficient if such consent approves the
substance of it.
Defeasance and Discharge of Obligations
Northwest Biotherapeutics’ obligations with respect to a series of
debt securities will be discharged upon compliance with the
conditions under the caption “Covenant Defeasance” if, with respect
to all debt securities of such series that have not been previously
delivered to the trustee for cancellation or that have not become
due and payable as described below, such debt securities of such
series have been paid by Northwest Biotherapeutics by depositing
irrevocably with the trustee, in trust, funds or governmental
obligations, or a combination thereof, sufficient, in the opinion
of a nationally recognized firm of certified public accountants, to
pay at maturity or upon redemption all such outstanding debt
securities of such series, such deposit to include: principal;
premium, if any; interest due or to become due to such date of
maturity or date fixed for redemption, as the case may be; and all
other payments due under the terms of the indenture with respect to
the debt securities of such series.
Notwithstanding the above, except as otherwise set forth in the
prospectus supplement relating to any debt securities, Northwest
Biotherapeutics may not be discharged from the following
obligations, which will survive until such date of maturity or the
redemption date for a series of debt securities: to make any
interest or principal payments that may be required; to register
the transfer or exchange of a series of debt securities; to execute
and authenticate a series of debt securities; to replace stolen,
lost or mutilated debt securities of such series; to maintain an
office or agency; to maintain paying agencies; and to appoint new
trustees as required.
Except as otherwise set forth in the prospectus supplement relating
to any debt securities, Northwest Biotherapeutics also may not be
discharged from the following obligations which will survive the
satisfaction and discharge of a series of debt securities: to
compensate and reimburse the trustee in accordance with the terms
of the indenture; to receive unclaimed payments held by the trustee
for at least one year after the date upon which the principal, if
any, or interest on a series of debt securities shall have
respectively come due and payable and remit those payments to the
holders if required; and to withhold or deduct taxes as provided in
the indenture.
Covenant Defeasance
Upon compliance with specified conditions, Northwest
Biotherapeutics will not be required to comply with some covenants
contained in the indenture, and any omission to comply with the
obligations will not constitute a default or event of default
relating to a series of debt securities, or, if applicable,
Northwest Biotherapeutics’ obligations with respect to a series of
debt securities will be discharged. These conditions, except as
modified by a prospectus supplement, are:
|
· |
Northwest Biotherapeutics irrevocably deposits in trust with
the trustee or, at the option of the trustee, with a trustee
satisfactory to the trustee and Northwest Biotherapeutics under the
terms of an irrevocable trust agreement in form and substance
satisfactory to the trustee, funds or governmental obligations or a
combination thereof sufficient, in the opinion of a nationally
recognized firm of certified public accountants, to pay principal
of, premium, if any, and interest on the outstanding debt
securities of such series to maturity or redemption, as the case
may be, and to pay all other amounts payable by it hereunder,
provided that (A) the trustee of the irrevocable trust shall have
been irrevocably instructed to pay such funds or the proceeds of
such governmental obligations to the trustee and (B) the trustee
shall have been irrevocably instructed to apply such funds or the
proceeds of such governmental obligations to the payment of
principal, premium, if any, and interest with respect to such
series of debt securities; |
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· |
Northwest Biotherapeutics delivers to the trustee an officer’s
certificate stating that all conditions precedent specified herein
relating to defeasance or covenant defeasance, as the case may be,
have been complied with, and an opinion of counsel to the same
effect; |
|
· |
no event of default shall have occurred and be continuing, and
no event which with notice or lapse of time or both would become
such an event of default shall have occurred and be continuing, on
the date of such deposit; |
|
· |
Northwest Biotherapeutics shall have delivered to the trustee
an opinion of counsel or a ruling received from the Internal
Revenue Service to the effect that the holders of such series of
debt securities will not recognize income, gain or loss for federal
income tax purposes as a result of Northwest Biotherapeutics’
exercise of such defeasance or covenant defeasance and will be
subject to U.S. Federal income tax in the same amount and in the
same manner and at the same times as would have been the case if
such election had not been exercised; |
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· |
such defeasance or covenant defeasance shall not (i) cause the
trustee to have a conflicting interest for purposes of the Trust
Indenture Act with respect to any securities or (ii) result in the
trust arising from such deposit to constitute, unless it is
registered as such, a regulated investment company under the
Investment Company Act of 1940; and |
|
· |
such defeasance or covenant defeasance shall be effected in
compliance with any additional or substitute terms, conditions or
limitations which may be imposed on Northwest Biotherapeutics
pursuant to the indenture. |
Description Of THE SHARE PURCHASE
CONTRACTS AND THE SHARE PURCHASE UNITS
We may issue share purchase contracts representing contracts
obligating holders to purchase from us, and us to sell to the
holders, a specified or varying number of our shares of common
stock and/or preferred stock at a future date or dates. The price
per share and the number of shares may be fixed at the time the
share purchase contracts are entered into or may be determined by
reference to a specific formula set forth in the share purchase
contracts. The share purchase contracts may be entered into
separately or as a part of a share purchase unit that consists of a
share purchase contract and either shares of preferred stock,
depositary shares, debt securities or debt obligations of third
parties (including United States treasury securities or other share
purchase contracts), or any combination of the foregoing that would
secure the holders’ obligations to purchase the securities under
such share purchase contract. The share purchase contracts may
require us to make periodic payments to the holders of the share
purchase units. These payments may be unsecured or prefunded and
may be paid on a current or on a deferred basis. The share purchase
contracts may require holders to secure their obligations under the
contracts in a specified manner.
The applicable prospectus supplement will describe the terms of any
share purchase contracts or share purchase units and, if
applicable, prepaid share purchase contracts.
Description Of Units
The following description, together with additional information
and/or modifications that we include in any applicable prospectus
supplement, summarizes material terms and provisions upon which we
may offer units under this prospectus. Units may be offered
independently or together with common stock, preferred stock,
depositary shares, debt securities, warrants, and/or share purchase
contracts offered by any prospectus supplement, and may be attached
to or separate from those securities.
While the terms summarized below may apply generally to future
units that we may offer under this prospectus, we will describe the
particular terms of any series of units that we may offer in more
detail in the applicable prospectus supplement. The terms of any
units offered under a prospectus supplement may differ from the
terms described below.
We will incorporate by reference into the registration statement of
which this prospectus is a part a form of unit agreement, including
a form of unit certificate, if any, that describes the terms of the
series of units upon which we may offer units before the issuance
of such units. The following summaries of material provisions of
the units and the unit agreements are subject to, and qualified in
their entirety by reference to, all the provisions of the unit
agreement applicable to a particular series of and to the
applicable prospectus supplements related to the units.
General
We may issue units consisting of common stock, preferred stock,
depositary shares, debt securities, warrants, share purchase
contracts or any combination thereof. Each unit will be issued so
that the holder of the unit is also the holder of each security
included in the unit. Thus, the holder of a unit will have the
rights and obligations of a holder of each included security. The
unit agreement under which a unit is issued may provide that the
securities included in the unit may not be held or transferred
separately, at any time, or at any time before a specified
date.
We will describe in the applicable prospectus supplement the terms
of the series of units, including the following:
|
· |
the designation and terms of the units and of the securities
comprising the units, including whether and under what
circumstances those securities may be held or transferred
separately; |
|
· |
any provisions of the governing unit agreement that differ from
those described below; and |
|
· |
any provisions for the issuance, payment, settlement, transfer
or exchange of the units or of the securities comprising the
units. |
The provisions described in this section, as well as those
described under “Description of Common Stock,” “Description of
Preferred Stock,” “Description of Depositary Shares,” “Description
of Warrants,” “Description of Debt Securities” and “Description of
Units” will apply to each unit and to any common stock, preferred
stock, depositary share, debt security or warrant included in each
unit, respectively.
Issuance in Series
We may issue units in such amounts and in such numerous distinct
series as we determine.
Certain Anti-Takeover And
Indemnification Provisions Of Our Certificate Of
Incorporation And By-Laws And Delaware Law
The following is a summary of certain anti-takeover and
indemnification provisions of the DGCL and our Certificate of
Incorporation and Bylaws which affect us and our stockholders. Such
provisions of the DGCL and our Certificate of Incorporation and
Bylaws may make more difficult the acquisition of the Company by
tender offer, a proxy contest or otherwise or the removal of our
officers and directors. The description below is intended as only a
summary. You can access more information by referring to the DGCL
and our Certificate of Incorporation and Bylaws, and the following
summary is qualified in its entirety by reference such documents
and the applicable provisions of the DGCL.
Certificate of Incorporation and Bylaws
Our Certificate of Incorporation, as amended, and our Bylaws, each
as currently in effect, also contain certain provisions that may
delay, discourage or make more difficult a third-party acquisition
of control of us:
|
· |
a classified board of directors, with three classes of
directors, each serving for a staggered three-year term, such that
not all members of the board of directors may be elected at one
time; |
|
· |
any vacancies on the board of directors may be filled by a
majority of the directors then serving, although not a quorum; |
|
· |
a director may be removed from office only for cause at a
special meeting of stockholders called for that purpose, by the
affirmative vote of the holders of not less than two-thirds of the
shares entitled to elect the director or directors whose removal is
being sought; |
|
· |
the ability of the board of directors to issue preferred stock
that could dilute the stock ownership of a potential unsolicited
acquirer and so possibly hinder an acquisition of control of us
that is not approved by our board of directors, including through
the use of preferred stock in connection with a shareholder rights
plan which we could adopt by action of the board of directors; |
|
· |
the requirement that certain provisions of the Certificate of
Incorporation, including some of the provisions discussed herein,
can only be amended with an affirmative vote of the holders at
least two-thirds of the then-outstanding voting stock; |
|
· |
the requirement that the Bylaws may be amended by the board of
directors or by the stockholders; provided that in the case of
amendments by the stockholders the affirmative vote of at least 66
2/3% of the then outstanding voting stock is required; and |
|
· |
the inability of our stockholders to call a special meeting of
stockholders, the limitation of matters to be acted upon at an
annual meeting of stockholders to those matters proposed by the
Company or properly brought before the meeting and the limitation
of matters to be acted upon at a special meeting of stockholders to
matters which we place on the agenda for the meeting. |
Delaware Takeover Statute
We are governed by Section 203 of the DGCL, which prohibits a
Delaware corporation from engaging in any business combination with
any interested stockholder for a period of three years after the
date that the stockholder became an interested stockholder,
unless:
|
· |
before that date, the board of directors of the corporation
approved either the business combination or the transaction that
resulted in the stockholder becoming an interested
stockholder; |
|
· |
upon completion of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the
corporation outstanding at the time the transaction began,
excluding for purposes of determining the number of shares
outstanding those shares owned by persons who are directors and
also officers or which can be issued under employee stock plans in
which employee participants do not have the right to determine
confidentially whether shares held subject to the plan will be
tendered in a tender or exchange offer; or |
|
· |
on or after that date, the business combination is approved by
the board of directors and authorized at an annual or special
meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder. |
In general, Section 203 defines an interested stockholder as any
entity or person who, with affiliates and associates owns, or
within the three year period immediately prior to the business
combination, beneficially owned 15% or more of the outstanding
voting stock of the corporation. Section 203 defines business
combination to include:
|
· |
any merger or consolidation involving the corporation and the
interested stockholder; |
|
· |
any sale, transfer, pledge or other disposition of 10% or more
of the assets of the corporation involving the interested
stockholder; |
|
· |
subject to specified exceptions, any transaction that results
in the issuance or transfer by the corporation of any stock of the
corporation to the interested stockholder; |
|
· |
any transaction involving the corporation that increases the
proportionate share of the stock of any class or series of the
corporation beneficially owned by the interested stockholder;
or |
|
· |
the receipt by the interested stockholder of the benefit of any
loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation. |
Copies of our Certificate of Incorporation and Bylaws, as amended,
have been filed with and are publicly available at or from the SEC
as described under the heading “Where You Can Find More
Information.”
Limitation of Liability; Indemnification
Our Certificate of Incorporation contains certain provisions
permitted under the DGCL relating to the liability of directors.
These provisions eliminate a director’s personal liability for
monetary damages resulting from a breach of fiduciary duty to the
fullest extent permitted by the DGCL. Our Bylaws also provide that
we must indemnify our directors and officers to the fullest extent
permitted by the DGCL and also provide that we must pay expenses,
as incurred, to our directors and officers in connection with a
legal proceeding to the fullest extent permitted by the DGCL,
subject to very limited exceptions.
Insofar as indemnification for liabilities under the Securities Act
may be permitted to directors, officers and controlling persons of
Northwest Biotherapeutics pursuant to the foregoing provisions or
otherwise, the SEC has announced that, in the opinion of the SEC,
indemnification under the Securities Act is against public policy
and is unenforceable.
Plan Of Distribution
We may offer and sell the securities described in this
prospectus:
|
· |
through one or more underwriters or dealers; |
|
· |
through a block trade in which the broker or dealer engaged to
handle the block trade will attempt to sell the securities as
agent, but may position and resell a portion of the block as
principal to facilitate the transaction; |
|
· |
directly to one or more purchasers; |
|
· |
in “at the market offerings,” within the meaning of Rule
415(a)(4) of the Securities Act; or |
|
· |
through a combination of any of these methods of sale. |
The distribution of the securities described in this prospectus may
be effected from time to time in one or more transactions
either:
|
· |
at a fixed price or prices, which may be changed; |
|
· |
at market prices prevailing at the time of sale; |
|
· |
at prices relating to the prevailing market prices; or |
Offers to purchase the securities may be solicited by agents
designated by us from time to time. Any agent involved in the offer
or sale of the securities will be named, and any commissions
payable by us to the agent will be described, in the applicable
prospectus supplement. Unless otherwise indicated in the applicable
prospectus supplement, any such agent will be acting on a best
efforts basis for the period of its appointment. Any agent may be
deemed to be an underwriter, as that term is defined in the
Securities Act, of the securities so offered and sold.
If we offer and sell securities through an underwriter or
underwriters, we will execute an underwriting agreement with the
underwriter or underwriters. The names of the specific managing
underwriter or underwriters, as well as any other underwriters, and
the terms of the transactions, including compensation of the
underwriters and dealers, which may be in the form of discounts,
concessions or commissions, if any, will be described in the
applicable prospectus supplement, which will be used by the
underwriters to make resales of the securities.
If we offer and sell securities through a dealer, we or an
underwriter will sell the securities to the dealer, as principal.
The dealer may then resell the securities to the public at varying
prices to be determined by the dealer at the time of resale. The
name of the dealer and the terms of the transactions will be set
forth in the applicable prospectus supplement. Any dealer may be
deemed to be an underwriter, as that term is defined in the
Securities Act, of the securities so offered and sold.
We may solicit offers to purchase the securities directly and we
may sell the securities directly to institutional or other
investors. The terms of these sales, including the terms of any
bidding or auction process, if utilized, will be described in the
applicable prospectus supplement. We may enter into agreements with
agents, underwriters and dealers under which we may agree to
indemnify the agents, underwriters and dealers against certain
liabilities, including liabilities under the Securities Act, or to
contribute to payments they may be required to make with respect to
these liabilities. The terms and conditions of this indemnification
or contribution will be described in the applicable prospectus
supplement. Some of the agents, underwriters or dealers, or their
affiliates, may be customers of, engage in transactions with or
perform services for us in the ordinary course of business.
If the applicable prospectus supplement indicates, we may authorize
agents, underwriters or dealers to solicit offers from certain
types of institutions to purchase securities at the public offering
price under delayed delivery contracts. These contracts would
provide for payment and delivery on a specified date in the future.
The contracts would be subject only to those conditions described
in the prospectus supplement. The applicable prospectus supplement
will describe the commissions payable for solicitation of those
contracts.
We may from time to time engage a firm to act as our agent for one
or more offerings of our securities. We sometimes refer to this
agent as our “offering agent.” If we reach an agreement with an
offering agent with respect to a specific offering, including the
number of securities and any minimum price below which sales may
not be made, then the offering agent will try to sell such
securities on the agreed terms. The offering agent could make sales
in privately negotiated transactions or any other method permitted
by law, including sales deemed to be an “at the market” offering as
defined in Rule 415 promulgated under the Securities Act, including
sales made directly on the OTCQB tier of the OTC Markets, or sales
made to or through a market maker other than on an exchange. The
offering agent will be deemed to be an underwriter, as that term is
defined in the Securities Act with respect to any sales effected
through an “at the market” offering.
Unless otherwise indicated in the applicable prospectus supplement,
all debt securities, depositary shares, warrants and preferred
stock will be new issues of securities with no established trading
market. Unless otherwise indicated in the applicable prospectus
supplement, we do not expect to list the securities on a securities
exchange, except for the common stock, which is listed on the OTCQB
tier of the OTC Markets. Underwriters involved in the public
offering and sale of these securities may make a market in the
securities. They are not obligated to make a market, however, and
may discontinue market making activity at any time. We cannot give
any assurance as to the liquidity of the trading market for any of
these securities.
In connection with any particular offering pursuant to this shelf
registration statement, an underwriter may engage in stabilizing
transactions, over-allotment transactions, syndicate covering
transactions and penalty bids.
|
· |
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a specified
maximum price. |
|
· |
Over-allotment involves sales by an underwriter of securities
in excess of the number of securities an underwriter is obligated
to purchase, which creates a syndicate short position. The short
position may be either a covered short position or a naked short
position. In a covered short position, the number of securities
over-allotted by an underwriter is not greater than the number of
securities that it may purchase pursuant to an over-allotment
option. In a naked short position the number of securities involved
is greater than the number of securities in an over-allotment
option. An underwriter may close out any short position by either
exercising its over-allotment option and/or purchasing securities
in the open market. |
|
· |
Syndicate covering transactions involve purchases of the
securities in the open market after the distribution has been
completed in order to cover syndicate short positions where there
is an over-allotment option. In determining the source of
securities to close out the short position, an underwriter will
consider, among other things, the price of securities available for
purchase in the open market as compared to the price at which they
may purchase securities through the over-allotment option. If an
underwriter sells more securities than could be covered by the
over-allotment option, a naked short position, the position can
only be closed out by buying securities in the open market. A naked
short position is more likely to be created if an underwriter is
concerned that there could be downward pressure on the price of the
securities in the open market after pricing that could adversely
affect investors who purchase in the offering. |
|
· |
Penalty bids permit representatives to reclaim a selling
concession from a syndicate member when the securities originally
sold by the syndicate member are purchased in a stabilizing or
syndicate covering transaction to cover syndicate short
positions. |
These stabilizing transactions, syndicate covering transactions and
penalty bids may have the effect of raising or maintaining the
market price of our securities or preventing or retarding a decline
in the market price of the securities. As a result, the price of
our securities may be higher than the price that might otherwise
exist in the open market. These transactions may be effected on the
OTCQB tier of the OTC Markets or otherwise and, if commenced, may
be discontinued at any time.
We, the underwriters or other agents may engage in derivative
transactions involving the securities. These derivatives may
consist of short sale transactions and other hedging activities.
The underwriters or agents may acquire a long or short position in
the securities, hold or resell securities acquired and purchase
options or futures on the securities and other derivative
instruments with returns linked to or related to changes in the
price of the securities. In order to facilitate these derivative
transactions, we may enter into security lending or repurchase
agreements with the underwriters or agents. The underwriters or
agents may effect the derivative transactions through sales of the
securities to the public, including short sales, or by lending the
securities in order to facilitate short sale transactions by
others. The underwriters or agents may also use the securities
purchased or borrowed from us or others (or, in the case of
derivatives, securities received from us in settlement of those
derivatives) to directly or indirectly settle sales of the
securities or close out any related open borrowings of the
securities.
We may also make sales through the Internet or through other
electronic means. Since we may from time to time elect to offer
securities directly to the public, with or without the involvement
of agents, underwriters or dealers, utilizing the Internet
(sometimes referred to as the “world wide web”) or other forms of
electronic bidding or ordering systems for the pricing and
allocation of such securities, you will want to pay particular
attention to the description of that system we will provide in a
prospectus supplement.
Such electronic system may allow bidders to directly participate,
through electronic access to an auction site, by submitting
conditional offers to buy that are subject to acceptance by us, and
which may directly affect the price or other terms and conditions
at which such securities are sold. These bidding or ordering
systems may present to each bidder, on a so-called “real-time”
basis, relevant information to assist in making a bid, such as the
clearing spread at which the offering would be sold, based on the
bids submitted, and whether a bidder’s individual bids would be
accepted, prorated or rejected. For example, in the case of a debt
security, the clearing spread could be indicated as a number of
“basis points” above an index treasury note. Of course, many
pricing methods can and may also be used.
Upon completion of such an electronic auction process, securities
will be allocated based on prices bid, terms of bid or other
factors. The final offering price at which securities would be sold
and the allocation of securities among bidders would be based in
whole or in part on the results of the Internet or other electronic
bidding process or auction.
Experts
The consolidated financial statements of Northwest Biotherapeutics
appearing in Northwest Biotherapeutics’ Annual Report on Form 10-K
for the years ended December 31, 2018 have been audited by Marcum
LLP, independent registered public accounting firm, as set forth in
their report thereon, included therein (which contains an
explanatory paragraph expressing substantial doubt about the
Company's ability to continue as a going concern), and incorporated
herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given
on the authority of such firm as experts in accounting and
auditing.
Validity Of The Securities
Certain legal matters, including the legality of the securities
offered, will be passed upon for us by Gibson, Dunn & Crutcher
LLP or others named in the applicable prospectus supplement. If the
securities are distributed in an underwritten offering, certain
legal matters will be passed upon for the underwriters by counsel
identified in the applicable prospectus supplement.
Where You Can Find More
Information
We are subject to the reporting requirements of the Exchange Act
and file annual, quarterly and current reports, proxy statements
and other information with the SEC. SEC filings are available at
the SEC’s website at http://www.sec.gov. Information about us,
including a link to our SEC filings, is also available on our
website at’’ www.nwbio.com.
However, the information included on our website is not a part of
this prospectus or any prospectus supplement.
This prospectus is part of a registration statement on Form S-3
that we filed with the SEC under the Securities Act and therefore
omits certain information contained in the registration statement.
We have also filed exhibits and schedules with the registration
statement that are excluded from this prospectus, and you should
refer to the applicable exhibit or schedule for a complete
description of any statement referring to any contract or other
document. You can obtain a copy of the registration statement from
the SEC’s website.
Incorporation Of Certain Documents
By Reference
The SEC allows us to “incorporate by reference” into this
prospectus information that we file with the SEC in other
documents. Incorporation by reference allows us to disclose
important information to you by referring you to those other
documents that contain that information. Any information that we
incorporate by reference is considered part of this prospectus. The
documents and reports that we list below are incorporated by
reference into this prospectus. In addition, all documents and
reports which we file pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this prospectus are
incorporated by reference in this prospectus as of the respective
filing dates of these documents and reports, provided, however,
that we are not incorporating by reference any information
furnished (but not filed) under Item 2.02 or Item 7.01 of any
Current Report on Form 8-K. Statements contained in documents that
we file with the SEC that are incorporated by reference in this
prospectus will automatically update and supersede information
contained in this prospectus, including information in previously
filed documents or reports that have been incorporated by reference
in this prospectus, to the extent the new information differs from
or is inconsistent with the old information.
We have filed the following documents with the SEC, which documents
are incorporated herein by reference as of their respective dates
of filing:
|
(1) |
Our Annual Report on Form 10-K for the fiscal year ended
December 31, 2018, filed on April 2, 2019; |
|
(2) |
Our Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2019 and June 30, 2019, filed on May 10, 2019 and August 9, 2019,
respectively. |
|
(4) |
All of our filings pursuant to the Exchange Act after the date
of filing this initial registration statement and prior to the
effectiveness of this registration statement; and |
|
(5) |
The description of our common stock contained in our
Registration Statement on Form 8-A filed on November 14, 2012, including any
amendments or reports filed for the purpose of updating that
description. |
You may request a copy of these documents, which will be provided
to you at no cost, by contacting:
Northwest Biotherapeutics, Inc.
4800 Montgomery, Lane, Suite 800
Bethesda, MD 20814
Attention: Corporate Secretary
(240) 497-9024
You should rely only on the information contained in this
prospectus, including information incorporated by reference as
described above, or any prospectus supplement that we have
specifically referred you to. We have not authorized anyone else to
provide you with different information. You should not assume that
the information in this prospectus or any prospectus supplement is
accurate as of any date other than the date on the front of those
documents or that any document incorporated by reference is
accurate as of any date other than its filing date. You should not
consider this prospectus to be an offer or solicitation relating to
the securities in any jurisdiction in which such an offer or
solicitation relating to the securities is not authorized.
Furthermore, you should not consider this prospectus to be an offer
or solicitation relating to the securities if the person making the
offer or solicitation is not qualified to do so, or if it is
unlawful for you to receive such an offer or solicitation.
12,224,963 Shares of Common Stock
Prospectus Supplement dated October 13, 2020
Northwest Biotherapeutics (QB) (USOTC:NWBO)
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