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), on March 9, 2017, the Company and the holders (the
Holders) of the Companys 5.00% Convertible Senior Notes due 2017
(the Old Notes) entered into a Note Repurchase Agreement (the
Repurchase Agreement). to the Repurchase Agreement, the Company
was required to repurchase the outstanding Notes in installments
of specified amounts at specified times, including in May.
Certain unaffiliated institutional investors (the Investors)
desired to purchase Notes directly from the Holders. So, the
Company engaged in negotiations with the investors and the
Holders, and the Company did not effect the repurchase that was
due in May.
to the Note Repurchase Agreement, an aggregate principal amount
of $2.5 million was required to be repurchased in May (the May
Notes). On May 31, 2017, the Investors agreed to purchase $3.0
million of the Old Notes from the Holders (the Acquired Notes),
to a Purchase Agreement (the Purchase Agreement).
Also on May 31, 2017, the Company and the Investor entered into
an Exchange Agreement (the Exchange Agreement) to which the
Investor agreed to exchange its $3.0 million of Acquired Notes
for 20,628,571 shares of common stock, par value $.001 per share
(Common Stock), of the Company, warrants to acquire up to
16,071,428 shares of Common Stock at an exercise price of $0.175
per share and exercisable for two years from the date of issuance
of such warrants, and prepaid warrants for 800,000 shares of
Common Stock (such Common Stock and warrants, collectively, the
Exchange Securities).
The closing of the transactions set forth in the Exchange
Agreement and Purchase Agreement is expected to occur on May 31,
2017 or as soon as practicable thereafter.
The Exchange Securities are being issued to the exemption from
the registration requirements afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended.
A copy of the Exchange Agreement is attached as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by
reference.
| 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.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | Description, | |
| 10.1 |
Securities Exchange Agreement, dated May 31, 2017, between Northwest Biotherapeutics, Inc. and the investor named therein |
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 up +0.035 at 0.210 with 1,643,999 shares trading hands.