Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO) Files An 8-K Other Events
Item 8.01.
Northwest Biotherapeutics, Inc. (the “Company”) has received questions from several shareholders relating to its Quarterly Report on Form 10-Q for the period ended March 31, 2020 (the “10-Q”), including the following, and the Company’s answers to these questions are as follows:
Why has the Company not filed its 10-Q yet?
As the Company noted in its filing on Form 12b-25 on May 12, 2020, the Company encountered unexpected accounting aspects relating to a German tax issue. The Company is still working through this matter with its auditors.
Will the Company’s delayed filing of its 10-Q adversely affect the Company’s operations?
The Company does not believe the delayed filing will adversely affect its operations. For example, it will not affect the Company’s ability to continue its financings as needed. The Company will remain eligible to undertake financings using its existing shelf registration until its next 10-K filing, which will be in March of next year, and the Company’s existing shelf has approximately $139 million of available unused capacity on it.
What is the situation with the warrant suspensions and expirations?
During May and June, 2020, approximately 62 million warrants have expired or are scheduled to expire, in addition to the warrants suspended under the arrangements described below.
During April and May, 2020, the Company has been undertaking negotiations related to certain warrant adjustments, including suspensions of certain warrants, making them unexercisable for a defined period, and extensions of the warrants suspended.
On May 10, 2020, for a number of unrelated warrant holders, the Company agreed to issue 17.5% new warrants and extend the investors’ current warrant term by six months, in consideration of the investor’s suspension of the current and newly issued warrants until November 1, 2020. The unrelated investors suspended a total of approximately 81 million warrants. The Company agreed to issue 14.2 million new warrants to these investors under the suspension agreements.
On April 30, 2020, the Company entered into an agreement with its CEO, Linda Powers, in regard to approximately 90 million warrants and options held by Ms. Powers. She agreed to suspend approximately 60 million existing warrants and options held or due to her until November 1, 2020, making them unexercisable during this period. In consideration, the Company extended the exercise period of a separate approximately 29 million existing warrants held by Ms. Powers (not part of the 60 million warrants and options), and Ms. Powers also agreed to suspend those 29 million warrants until November 1, 2020. The extension of the 29 million warrants provides an exercise period of 2-1/2 years after the suspension period.
Total expirations and suspensions through the end of June equal approximately 233 million exercise shares.
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.
