Current Report Filing (8-k)
November 02 2020 - 02:16PM
Edgar (US Regulatory)
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2020-10-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): November 2, 2020
(October
31, 2020)
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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0-35737 |
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94-3306718 |
(State or other
jurisdiction |
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(Commission |
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(IRS
Employer |
of
incorporation) |
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File Number) |
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Identification
No.) |
4800 Montgomery Lane,
Suite 800
Bethesda,
Maryland
20814
(Address of Principal Executive Offices)
(240)
497-9024
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
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¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
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¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Title of
each class: |
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Trading
Symbol(s) |
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Name of each exchange
on which
registered:
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Common Stock, par value, $0.001 per share |
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NWBO |
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OTCQB |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
¨
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
On May 20, 2020, Northwest Biotherapeutics, Inc. (the “Company”)
reported in a Form 8-K that 233 million warrants and options to
purchase shares of the Company’s common stock had expired, would
expire, or had been suspended through November 1, 2020. The Company
has recently received questions concerning the status of those 233
million warrants and options and so provides the following
updates:
Of the 233 million total, 62 million were warrants that had expired
in May 2020 or were due to expire in June 2020. Approximately all
62 million such warrants have expired as of November 2020.
The remaining 171 million were warrants and options held by a group
of significant long-term shareholders and the Company’s CEO, Linda
Powers. The exercise of these 171 million warrants and options was
previously suspended through November 1, 2020 as reported by the
Company in May 2020. Approximately 157 million of those 171 million
warrants and options have now been suspended through December 15,
2020.
Furthermore, the holders have agreed to suspend the exercise of
approximately 21 million additional warrants through December 15,
2020 for a total of approximately 178 million new suspensions.
Consequently, approximately 274 million warrants and options are
now suspended through December 15, 2020: the 178 million warrants
and options as reported here plus approximately 96 million warrants
suspended earlier in connection with new share purchases.
In consideration for the forgoing suspensions, the Company has
agreed to extend the term of each suspended warrant by 45 days and
issue approximately 5 million warrants to the holders of the 178
million suspended warrants and options.
No material number of warrants has expired since June 2020.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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NORTHWEST BIOTHERAPEUTICS, INC. |
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Date: November 2, 2020 |
By: |
/s/ Linda Powers |
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Name: Linda Powers |
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Title: Chief Executive Officer and
Chairman |