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

On September 20, 2017, Northwest Biotherapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with certain institutional investors (the “Purchasers”), for a registered direct offering (the “Offering”) of 8,750,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the purchase price of $0.20 per share (the “Shares”). Additionally, the investors will receive five-year Class A warrants to purchase up to 4,375,000 shares of Common Stock at an exercise price of $0.22 per share (the “Class A Warrants”). The Class A Warrants are exercisable immediately, subject to the 4.99% (or, at election of holder, 9.99%) beneficial ownership limit.

The aggregate gross proceeds of the offering are expected to be approximately $1.75million (excluding proceeds receivable upon the exercise of the Class A Warrants). Additionally, net proceeds, after deducting the Placement Agent Fee (described below) and other estimated offering expenses payable by the Company, are expected to be approximately $1.63million. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments.

The offer and sale of the securities in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-213777), which became effective on October 18, 2016. to Rule 424(b) under the Securities Act, the Company will file a prospectus supplement in connection with the Offering. The Securities may only be offered by means of a prospectus. Copies of the prospectus and prospectus supplement can be obtained directly from the Company and at the SEC’s website at www.sec.gov.

In connection with the Offering, the Company engaged Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC (the “Placement Agent”), to act as its exclusive placement agent. The Company agreed to pay the Placement Agent a cash placement fee equal to 7% of the aggregate purchase price for the securities sold in the registered offering, plus a non-accountable expense allowance equal to $30,000. The Placement Agent will also receive Common Stock purchase warrants (the “Compensation Warrants”) to purchase up to 612,500 shares of Common Stock, or 7% of the aggregate number of shares of common Stock sold in the registered offering, at an exercise price of $0.25, or 125% of the public offering price per share in the registered offering. If required by FINRA Rule 5110, the Compensation Warrants shall not be transferable for six months from the date of issuance, and further, the number of Shares underlying the Compensation Warrants shall be reduced if necessary to comply with FINRA rules or regulations.

The foregoing is only a summary of the material terms of the documents related to the Offering. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description of the Warrants is qualified in its entirety by reference to the Form of Class A Common Stock Purchase Warrant which is filed as Exhibits 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description of the compensation to the Placement Agent is qualified in its entirety by reference to the Engagement Agreement dated September 19, 2017 (the “Engagement Agreement”) with Rodman & Renshaw which is filed as Exhibit 10.3 to this Current Report on Form 8-K which is incorporated herein by reference.

On September 22, 2017, the Company issued a press release announcing the registered offering. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

The discussion in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.02.

The securities issued to Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC, were issued to the exemption from the registration requirements afforded by Section 4(a)(2) and Regulation D of the Securities Act.

(d)Exhibits.

NORTHWEST BIOTHERAPEUTICS INC Exhibit
EX-10.1 2 v475578_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   SECURITIES PURCHASE AGREEMENT   This Securities Purchase Agreement (this “Agreement”) is dated as of September 20,…
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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.