Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August 7, 2017, the Company and an institutional health care investor holding Class B Warrants exercisable for 13,527,000 shares of Common Stock of the Company entered into an agreement for investment of approximately $2.7 million into the Company through the exercise in full of the Class B Warrants in return for amendment of the investor’s Class B Warrants to reduce the exercise from $1.00 to $0.20 per share (the “Amended Exercise Price”), as set forth in a Warrant Repricing Letter Agreement (the “Exercise Agreement”). As previously reported, the Class B Warrants were originally issued on March 17, 2017 with an exercise period of three months, and the exercise period was previously extended to August 24, 2017. Also in consideration for the investor’s exercise in full of the Class B Warrants, the Company agreed to issue to the investor new Series A Warrants exercisable for the purchase of 13,527,000 shares of the Company’s Common Stock (the “Series A Warrants”) at an exercise price of $0.27 per share, with an exercise period of five years. If the exercise of the amended Class B Warrants would cause the investor to exceed the Beneficial Ownership Limitation of 4.99% (as defined in the amended Class B Warrants), then the Company will only issue such number of shares to the investor as instructed by the investor and as would not cause such investor to exceed the maximum number of shares permitted under the Beneficial Ownership Limitation, with the balance of shares to be held in abeyance until the balance may be issued in compliance with such limitations.
The description of terms and conditions of the Exercise Agreement and Series A Warrants are set forth herein does not purport to be complete and is qualified in its entirety by reference to the Exercise Agreement and Series A Warrants, which are attached as exhibits hereto.
| 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 3.03. | Material Modifications to Rights of Security Holders. |
The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03.
| Item 9.01. | Financial Statements and Exhibits. |
| 10.1 | Form of Warrant Repricing Letter Agreement dated August 7, 2017 by and between Northwest Biotherapeutics, Inc. and a certain institutional investor. |
| 10.2 | Form of Series A Common Stock Purchase Warrant |
NORTHWEST BIOTHERAPEUTICS INC ExhibitEX-10.1 2 v472542_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 August 7,…To view the full exhibit click here
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.
