NORTHWEST BIOTHERAPEUTICS, INC. (OTCMKTS:NWBO) Files An 8-K Entry into a Material Definitive Agreement

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NORTHWEST BIOTHERAPEUTICS, INC. (OTCMKTS:NWBO) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01.

Entry into a Material Definitive Agreement.

As previously reported by Northwest Biotherapeutics, Inc. (the
Company), as required by the Companys indenture (Indenture)
relating to its Convertible Senior Notes (the Notes) that were
issued in August, 2014 and are otherwise due in August, 2017, the
Company became obligated in January 2017 to make an offer to
repurchase the Notes for cash. If the holder of the Notes (the
Holder) were to accept the offer, the Company would be obligated
to repurchase the Notes in full by March 10, 2017. The Company
has been in active negotiations with the holder of the Notes (the
Holder) relating to a potential negotiated resolution in lieu of
the Company repurchasing the Notes to the Indenture provisions.

On March 9, 2017, the Company and the Holder signed a Note
Repurchase Agreement providing for the (a) immediate payment to
the Holder of $500,000 in cash, plus accrued interest through the
stated maturity of the notes at 7% per annum, with retirement by
the Holder of an equivalent amount of bonds; (b) immediate
issuance to the Holder of $1.5 million worth of the Companys
common stock based on the 5-day VWAP of $0.3713 per share for the
common stock measured from March 1, 2017; (c) payment, on the
earlier of March 31, 2017 or the third business day after any new
funding raise by the Company, of $500,000 plus accrued interest
through the stated maturity of the Notes at 7% per annum, with a
commensurate Bond retirement to occur upon the fulfillment of all
obligations under the repurchase agreement; (d) payment, on April
19, 2017, of $2,000,000, plus accrued interest through the stated
maturity of the Notes at 7% per annum, with retirement of
$2,000,000 of bonds; payment, on May 20, 2017, of $2,500,000 plus
accrued interest through the stated maturity of the Notes at 7%
per annum, with retirement of $2,500,000 of bonds; (e) payment,
on June 20, 2017, of $5,500,000 plus accrued interest through the
stated maturity of the Notes at 7% per annum, with retirement of
$5,500,000 of bonds; and (f) payment, when any cumulative
financing of new cash during the period of the Note Repurchase
Agreement exceeds $15 million, of 30% of such excess amount to
repurchase Notes from the Holder within three business days of
the closing of any such raise. Such prepayments will reduce the
latest scheduled payments then currently due.

All interest payments out to the original maturity date in August
of 2017 were pre-funded when the bonds were issued in August of
2014, so there will be no net requirement for the Company to use
operating funds for any of the various interest payments.

Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 3.02. The Company
intends the issuance of common stock to the Holder to be exempt
from registration to Section 3(a)(9) of the Securities Act.

Statements made in this Form 8-K that are not historical
facts, including statements concerning future payments and
repurchases under the repurchase agreement, are forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Words such as expect, believe,
intend, design, plan, continue, may, will, anticipate, and
similar expressions are intended to identify forward-looking
statements. Actual results may differ materially from those
projected in any forward-looking statement. Specifically, there
are a number of important factors that could cause actual results
to differ materially from those anticipated, such as risks
related to the Companys ability to fulfill its repayment
obligations under the repurchase agreement, the risk of a default
in its obligations under any installment under the agreement, the
Companys ongoing ability to raise additional capital including to
satisfy its obligations under the repurchase agreement, risks
related to the Companys ability to enroll patients in its
clinical trials and complete the trials on a timely basis,
uncertainties about the clinical trials process, uncertainties
about the timely performance of third parties, risks related to
whether the Companys products will demonstrate safety and
efficacy, risks related to the Companys and Cognates abilities to
carry out the intended manufacturing expansions contemplated in
the Cognate Agreements, risks related to the Companys ability to
carry out the Hospital Exemption program and risks related to
possible reimbursement and pricing. Additional information on
these and other factors, including Risk Factors, which could
affect the Companys results, is included in its Securities and
Exchange Commission (SEC) filings. Finally, there may be other
factors not mentioned above or included in the Companys SEC
filings that may cause actual results to differ materially from
those projected in any forward-looking statement. You should not
place undue reliance on any forward-looking statements. The
Company assumes no obligation to update any forward-looking
statements as a result of new information, future events or
developments, except as required by securities laws.


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.

NORTHWEST BIOTHERAPEUTICS, INC. (OTCMKTS:NWBO) Recent Trading Information

NORTHWEST BIOTHERAPEUTICS, INC. (OTCMKTS:NWBO) closed its last trading session 00.000 at 0.400 with 1,111,529 shares trading hands.