NORTHWEST BIOTHERAPEUTICS, INC. (OTCMKTS:NWBO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
Equity Financing
On March 17, 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 18,843,692 shares of
the Companys common stock, par value $0.001 per share (the Common
Stock), at the purchase price of $0.26 per share (the Shares).
Additionally, the investors will receive five-year Class A
warrants to purchase up to 21,632,769 shares of Common Stock at
an exercise price of $0.26 per share (the Class A Warrants) and
3-month Class B Common Stock Purchase Warrants to purchase up to
21,632,769 shares of Common Stock at an exercise price of $1.00
per share (the Class B Warrants). Both the Class A Warrants and
the Class B Warrants are exercisable immediately, subject to the
4.99% (or, at election of holder, 9.99%) beneficial ownership
limit.
In order to insure that the beneficial ownership of the
Purchasers (together with their affiliates and certain related
parties) does not exceed 4.99% of the Companys Common Stock,
certain investors purchased pre-funded Class C Warrants to
purchase up to 10,000,000 shares of common stock in lieu of
shares. The pre-funded Class C warrants are exercisable
immediately, subject to the 4.99% beneficial ownership limit. The
full exercise price of these Class C Warrants is $0.26 per share,
of which $0.25 per share will be prepaid at the closing, with
$0.01 per share payable upon exercise of each Class C Warrant.
The aggregate gross proceeds of the offering are expected to be
approximately $7.5 million (excluding proceeds receivable upon
the exercise of the Class A and Class B 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 $6.7 million. The
Company intends to use the net proceeds from the Offering for
general corporate purposes, costs related to preparing for and
initiating Phase II clinical trials, and working capital.
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 Companys 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
SECs 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 $35,000. The Placement Agent will also receive Common
Stock purchase warrants (the Compensation Warrants) to purchase
up to 2,019,230 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 $0.325, or 125% of the public offering
price per share in the registered offering, which are not
exercisable for six months following March 16, 2017, subject to
certain exceptions, and expire on March 16, 2022.
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 Class A Common Stock Purchase
Warrant, Class B Common Stock Purchase Warrant and Class C Common
Stock Purchase Warrant, forms of which are filed respectively as
Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K,
which are 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 March 7, 2017 (the Engagement Agreement) with
Rodman Renshaw which is filed as Exhibit 10.5 to this Current
Report on Form 8-K which is incorporated herein by reference.
On March 17, 2017, the Company issued a press release announcing
the registered offering and the concurrent private placement. A
copy of the press release is filed as Exhibit 99.1 hereto and is
incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
| Exhibit Number | Description | |
| 10.1 |
Form of Securities Purchase Agreement, dated March 17, 2017, by and between Northwest Biotherapeutics, Inc. and certain purchasers |
|
| 10.2 | Form of Class A Common Stock Purchase Warrant | |
| 10.3 | Form of Class B Common Stock Purchase Warrant | |
| 10.4 | Form of Class C Common Stock Purchase Warrant | |
| 10.5 |
Engagement Agreement with Rodman Renshaw, a unit of H.C. Wainwright Co., LLC |
|
| 99.1 | Press Release dated March 17, 2017 |
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 down -0.010 at 0.226 with 1,227,914 shares trading hands.