Northwest Biotherapeutics, Inc. (NASDAQ:NWBO) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.04.
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
As discussed in Item 3.01 herein, on December 7, 2016, Northwest
Biotherapeutics, Inc. (the Company) notified the Nasdaq Stock
Market (Nasdaq) of its intention to voluntarily withdraw the
Companys common stock from listing on the Nasdaq Capital Market.
Ceasing to be listed or quoted on Nasdaq will constitute a
Fundamental Change to the indenture (Indenture) relating to the
Companys Convertible Senior Notes (the Notes) that were issued in
August, 2014 and are otherwise due in August, 2017. In accordance
with the terms of the Indenture, the Company will be obligated to
make an offer to repurchase the Notes for cash in accordance with
the terms of the Indenture within a period of 20 business days
following this change. The aggregate principal amount of the
Notes outstanding is $11.0 million. The Company has begun to
evaluate its options to finance the repurchase of the Notes,
although there can be no assurance that such options will be
available or will be on acceptable terms. If the Company fails to
satisfy its obligations, such failure would result in an event of
default under the Notes.
The voluntary withdrawal of the Companys common stock from
listing on Nasdaq also will constitute a Make-Whole Fundamental
Change under the Indenture. As a result, beginning on December
12, 2016, holders of the Notes will have the right to convert
their Notes in accordance with the terms of the Indenture. This
conversion right will continue until the later of: (i) 5:00 p.m.,
New York City time, on the business day that is on the 30th
scheduled trading day immediately following the actual effective
date of the delisting and (ii) 5:00 p.m., New York City time, on
the business day immediately preceding the fundamental change
repurchase date relating to the delisting.
Because the current trading price of the Companys common stock is
below $6.004 per share, the Company does not presently anticipate
that any Make-Whole Conversion Rate Adjustment (as defined in the
Indenture) will be required in connection with the Make-Whole
Fundamental Change. the Indenture, the Company has the right to
settle any conversions, at its election, in cash, shares of
common stock, or a combination thereof. To the extent any Notes
are converted in connection with the Make-Whole Fundamental
Change, the Company intends to settle any such conversions solely
in shares of common stock (plus cash in lieu of fractional
shares). The closing price of the Companys common stock on
December 8, 2016 was $0.58 per share. The conversion price in
respect of the Notes is $6.60 per share.
| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 7, 2016, the Company notified the Nasdaq of its
intention to voluntarily withdraw the Companys common stock from
listing on the Nasdaq Capital Market. The Company intends to file
Form 25, Notification of Removal from Listing and/or Registration
under Section 12(b) of the Exchange Act, with the Securities and
Exchange Commission (the SEC) on December 19, 2016, and expects
trading in its common stock on Nasdaq to be suspended at that
time. The Company further expects that the delisting will become
effective ten days from the filing of the Form 25 with the SEC,
or on or about December 29, 2016. The Company is also voluntarily
withdrawing from listing on Nasdaq its series of warrants to
purchase common stock that are traded on Nasdaq. The Company
anticipates that its common stock will be quoted on the OTC
market at the time trading in its common stock on Nasdaq is
suspended.
A copy of the press release, dated December 7, 2016, announcing
the Companys intention to voluntarily withdraw the Company’s
common stock from listing on Nasdaq is included as Exhibit 99.1
and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
Exhibit No. |
Description |
|
| 99.1 | Press release, dated December 7, 2016 |
About Northwest Biotherapeutics, Inc. (NASDAQ: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. Northwest Biotherapeutics, Inc. (NASDAQ:NWBO) Recent Trading Information
Northwest Biotherapeutics, Inc. (NASDAQ:NWBO) closed its last trading session up +0.020 at 0.600 with 3,096,434 shares trading hands.
