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

Item 1.01.

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 $5.0 million aggregate principal
amount of the Old Notes in June 2017 (the June Notes) and, upon
such repurchase, the Holders were to deliver the remaining
$500,000 of Old Notes without further payment. 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 June.

On June 21, 2017, the Investors agreed to purchase $5.0 million
of the Old Notes from the Holders (the Acquired Notes), to a
Purchase Agreement (the Purchase Agreement).

Also on June 21, 2017, the Company and the Investor entered into
an Exchange Agreement (the Exchange Agreement) to which the
Investor agreed to exchange its $5.0 million of Acquired Notes
for new convertible notes with an aggregate principal amount of
approximately $5.6 million, inclusive of original issue discount
of approximately 9%. The Company and the Investor also entered
into a Note Purchase Agreement (the Note Purchase Agreement) to
which the Investor purchased convertible notes with an aggregate
principal amount of approximately $350,000, inclusive of original
issue discount of approximately 9%, for $325,000 in cash.

The convertible notes have a 3-year maturity and bear interest at
12% per annum. No interest will be payable during the term, but
interest will accrue and be payable at maturity. The debt
financing is secured by the property owned by the Company in the
U.K., and not by any other assets of the Company. The convertible
notes and accrued interest on the convertible notes will be
convertible at any time during the term at fixed conversion
prices: 50% of the principal and accrued interest will be
convertible at $0.25 per share, 25% of the principal and accrued
interest will be convertible at $0.50 per share and 25% of the
principal and accrued interest will be convertible at $1.00 per
share.

The closing of the transactions set forth in the Exchange
Agreement, the Purchase Agreement and the Note Purchase Agreement
occurred on June 21, 2017. As a result of the transactions, the
Old Notes were retired in full, and the Old Notes and the related
Indenture, dated August 18, 2014, were discharged.

The convertible notes and common stock issuable upon conversion
thereof were 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 and Note Purchase Agreement are
attached as Exhibits 10.1 and 10.2, respectively, to this Current
Report on Form 8-K and are incorporated herein by reference.

The information contained above in Item 1.01 is hereby
incorporated by reference into this Item 1.02.

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

NORTHWEST BIOTHERAPEUTICS INC Exhibit
EX-10.1 2 v469756_ex10-1.htm EXHIBIT 10.1   Exhibit 10.1   EXECUTION VERSION   SECURITIES EXCHANGE AGREEMENT   This Securities Exchange Agreement (this “Agreement”) is dated as of June 21,…
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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.