Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

Northwest Biotherapeutics, Inc. (the “Company”) previously disclosed in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 that the Company and Cognate BioServices, Inc. (“Cognate”) had, subsequent to September 30, 2017, reached an agreement in principle for settlement of amounts still owed by the Company to Cognate for the years 2016 and 2017 (the “2016 Obligations” and “2017 Obligations”) under the Company’s existing DCVax®-L and DCVax®-Direct services agreements with Cognate (the “Services Contracts”), at a substantial reduction from the amounts that would otherwise have been due from the Company under the respective contract terms.

The Company has now entered into two Settlement and Amendment Agreement with Cognate, dated as of December 31, 2017, reflecting these arrangements (the “2016 Obligations Agreement” and “2017 Obligations Agreement”). These Agreements provide for temporary amendment of the Services Contracts relating to past periods.

to the 2016 Obligations Agreement, approximately $11,961,990 of the 2016 Obligations is being satisfied through the issuance to Cognate of 5,200,865 shares of the Company’s Series B Preferred Stock, on the same terms as the Company’s recently completed offering of Series B Preferred Stock to unrelated investors (the “Series B Offering”). The terms of the Series B Offering are disclosed in the Company’s Current Report on Form 8-K filed on January 4, 2018 (the “Series B Terms”). In accordance with the Series B Terms, each share of Series B Preferred Stock that is issued to Cognate will be convertible into ten shares of Common Stock, and the Class D-2 Warrants will be exercisable for a number of shares of Common Stock equal to the number of Common Shares issuable upon conversion of the Series B Preferred. In addition to the 2016 Obligations satisfied by the issuance of stock, the temporary amendments of the Services Contracts reduced the amounts that would otherwise have been due by a further $5,000,000.

to the 2017 Obligations Agreement, approximately $5,000,000 of the 2017 Obligations is being satisfied through the issuance to Cognate of 2,941,176 shares of the Company’s Series A Preferred Stock and Class D-1 Warrants, on the same terms as the recent $12 million offering of Series A Preferred Stock to unrelated investors (the “Series A Offering”). The terms of the Series A Offering are disclosed in the Company’s Current Report on Form 8-K filed on December 7, 2017 (the “Series A Terms”). In accordance with the Series A Terms, each share of Series A Preferred Stock that is issued to Cognate will be convertible into ten shares of Common Stock, and the Class D-1 Warrants will be exercisable for a number of shares of Common Stock equal to the number of Common Shares issuable upon conversion of the Series A Preferred. In addition to the 2017 Obligations satisfied by the issuance of stock, the temporary amendments of the Services Contracts reduced the amounts that would otherwise have been due by a further approximately $13.5 million. In addition, approximately $4.5 million remains to be paid in cash.

The discussion in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 1.01. The Series A Preferred Stock, Series B Preferred Stock, Class D-1 Warrants and Class D-2 Warrants described in this Item 1.01 will be issued to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act.

About Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO)

Northwest Biotherapeutics, Inc. is a biotechnology company. The Company is focused on developing immunotherapy products to treat cancer. One of the product lines (DCVax-L) is designed to cover all solid tumor cancers in which the tumors can be surgically removed. Another product line (DCVax-Direct) is designed for all solid tumor cancers. The Company’s lead product, DCVax-L, is in an ongoing Phase III trial for diagnosed Glioblastome multiforme (GBM), with over 60 trial sites. Its second product, DCVax-Direct, is being studied in a 60-patient Phase I/II trial for all types of inoperable solid tumors. The 40-patient Phase I stage of the trial has been completed. The Company is working on preparations for Phase II trials of DCVax-Direct. The Company’s platform technology, DCVax, uses activated dendritic cells to mobilize a patient’s own immune system, including T cells, B cells and antibodies and natural killer cells, among others to attack cancer cells to attack their cancer.