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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):
December 30, 2022
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
|
0-35737 |
|
94-3306718 |
(State or other
jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
incorporation) |
|
File Number) |
|
Identification
No.) |
4800 Montgomery Lane,
Suite 800
Bethesda,
Maryland
20814
(Address of Principal Executive Offices)
(240)
497-9024
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2.
below):
|
¨ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
|
¨ |
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
|
¨ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
|
¨ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c)) |
Title of
each class: |
|
Trading
Symbol(s) |
|
Name of
each exchange on which registered: |
Common Stock, par value, $0.001 per share |
|
NWBO |
|
OTCQB |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933
(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
¨
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ¨
|
Item 5.07. |
Submission of Matters to a
Vote of Security Holders. |
Northwest Biotherapeutics, Inc. (the “Company”) held an annual
meeting of stockholders on December 30, 2022 (the “Annual
Meeting”), at which a quorum was present. The number of shares
represented and voting in person or by proxy at the Annual Meeting
was 841,223,911, representing 78.1% of the total combined voting
power of all outstanding common and preferred stock on the record
date for the Annual Meeting.
At the Annual Meeting, the stockholders voted on six matters: (1)
the re-election of Ms. Linda F. Powers and Dr. Navid Malik as Class
III members of the Board of Directors for a three-year term, (2)
ratification of the appointment of Cherry Bekaert LLP as the
Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2022, (3) ratification of the same
option awards that were made in 2020 to the Company’s named
executive officers and for which the stockholders already voted in
favor in an advisory vote at the Company’s 2021 annual meeting of
stockholders, (4) approval, on an advisory basis, of the Company’s
2021 executive compensation, (5) approval of previously reported
2020 option awards to the Company’s independent directors of the
Board of Directors and (6) approval of an amendment to the
Company’s Certificate of Incorporation to increase the number of
authorized shares of common stock, par value $0.001 per share (the
“Common Stock”), by 500,000,000 from 1,200,000,000 to 1,700,000,000
(the “Common Stock Increase Amendment”).
As of the close of business on October 31, 2022, the record date
for the Annual Meeting, there were 1,052,853,970 shares of Common
Stock and 972,700 shares of Preferred Stock, par value $0.001 (the
“Preferred Stock”), entitled to vote at the Annual Meeting. Each
share of Common Stock entitled the record holder to one vote on
each matter to be voted upon at the Annual Meeting. Each share of
Preferred Stock entitled the record holder to 25 votes on each
matter to be voted upon at the Annual Meeting.
For Proposals No. 1 through No. 5, the percentages in parentheses
below are the percentages of the votes cast for each matter. For
Proposal No. 6, the percentages in parentheses below are the
percentages of the votes cast and the percentages of the total
outstanding shares eligible to vote on the record date.
Proposal No. 1. Election of Directors.
The common and preferred stockholders, voting as a single class,
approved the re-election of Ms. Linda F. Powers and Dr. Navid Malik
for a new three-year term as Class III members of the Board of
Directors. The votes for Ms. Powers and Dr. Malik were as
follows:
|
|
For |
|
Withheld |
|
Broker
Non-Votes |
Ms. Linda F. Powers |
|
674,562,624
(97.2%) |
|
19,451,736
(2.8%) |
|
147,209,551
(N/A) |
Dr.
Navid Malik |
|
676,764,972
(97.5%) |
|
17,249,388
(2.5%) |
|
147,209,551
(N/A) |
Proposal No. 2. Ratification of Appointment of Registered Public
Accounting Firm.
The common and preferred stockholders, voting as a single class,
ratified the appointment of Cherry Bekaert LLP as the Company’s
independent registered public accounting firm for the fiscal year
ending December 31, 2022. The votes for appointment of Cherry
Bekaert were as follows:
|
|
For |
|
Against |
|
Abstained |
|
Broker
Non-Votes |
Ratification
of Cherry Bekaert LLP |
|
829,094,918
(98.8%) |
|
9,951,520
(1.2%) |
|
2,177,473
(N/A) |
|
0 |
Proposal No. 3. Ratification Of The Same Option Awards That Were
Made In 2020 To The Company’s Named Executive Officers And For
Which The Stockholders Already Voted In Favor In An Advisory Vote
At The Company’s 2021 Annual Meeting Of Stockholders.
The common and preferred stockholders, voting as a single class,
ratified the same option awards that were made in 2020 to the
Company’s named executive officers and for which the stockholders
already voted in favor in an advisory vote at the Company’s 2021
annual meeting of stockholders. The votes for ratification were as
follows:
|
|
For |
|
Against |
|
Abstained |
|
Broker
Non-Votes |
Ratification
of Named Executive Officer Option Awards |
|
613,009,482
(90.0%) |
|
68,146,624
(10.0%) |
|
12,858,254
(N/A) |
|
147,209,551
(N/A) |
Proposal No. 4. Advisory Vote on 2021 Executive
Compensation.
The common and preferred stockholders, voting as a single class,
approved the Company’s 2021 executive compensation. The votes for
approval were as follows:
|
|
For |
|
Against |
|
Abstained |
|
Broker
Non-Votes |
Approval
of 2021 Executive Compensation |
|
625,747,069
(91.9%) |
|
55,153,546
(8.1%) |
|
13,113,745
(N/A) |
|
147,209,551
(N/A) |
Proposal No. 5. Approval Of Previously Reported 2020 Option
Awards To The Company’s Independent Directors Of The Board Of
Directors.
The common and preferred stockholders, voting as a single class,
approved the previously reported 2020 option awards to the
Company’s independent directors of the Board of Directors. The
votes for approval were as follows:
|
|
For |
|
Against |
|
Abstained |
|
Broker
Non-Votes |
Approval
of 2020 Option Awards to the Company’s Independent
Directors |
|
619,934,754
(90.4%) |
|
65,686,803
(9.6%) |
|
8,392,803
(N/A) |
|
147,209,551
(N/A) |
Proposal No. 6. Approval of Common Stock Increase
Amendment.
The common stockholders, voting as a separate class, approved the
Common Stock Increase Amendment to increase the number of
authorized shares of Common Stock. The common and preferred
stockholders, voting together as a single class, also approved the
Common Stock Increase Amendment.
The votes for approval by the common stockholders, voting as a
separate class, as a percentage of votes cast, and as a percentage
of the total outstanding shares Common Stock as of the record date,
were as follows:
|
|
For |
|
Against |
|
Abstained |
|
Broker
Non-Votes |
Common Stock Increase Amendment |
|
777,766,055 |
|
37,214,287 |
|
4,132,144 |
|
0 |
Percent of votes cast |
|
(95.0%) |
|
(4.5%) |
|
(0.5%) |
|
|
Percent of total Common Stock |
|
(73.8%) |
|
(3.5%) |
|
(0.4%) |
|
|
The votes for approval by the common and preferred stockholders,
voting together as a single class, as a percentage of votes cast,
and as a percentage of the total outstanding shares of Common and
Preferred Stock combined as of the record date, were as
follows:
|
|
For |
|
Against |
|
Abstained |
|
Broker
Non-Votes |
Common Stock Increase Amendment |
|
799,877,480 |
|
37,214,287 |
|
4,132,144 |
|
0 |
Percent of votes cast |
|
(95.1%) |
|
(4.4%) |
|
(0.5%) |
|
|
Percent of total Common & Preferred Stock |
|
(74.3%) |
|
(3.5%) |
|
(0.4%) |
|
|
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
NORTHWEST
BIOTHERAPEUTICS, INC. |
|
|
|
|
|
|
Date: January 6, 2023 |
By: |
/s/ Linda Powers |
|
Name: |
Linda Powers |
|
Title: |
Chief Executive Officer and
Chairman |
Northwest Biotherapeutics (QB) (USOTC:NWBO)
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