Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Item 2.04.
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Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. |
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, among other things, repurchase the outstanding
Notes in installments of specified amounts on specified dates,
with an aggregate principal amount of $2.5 million required to be
repurchased on May 22, 2017 (the May Notes). The Company engaged
in negotiations with unaffiliated institutional investors and the
Holders in regard to payment of the May Notes. The institutional
investors desire to purchase the Notes directly from the Holders.
While such negotiations are ongoing, the Company entered into a
Forbearance Agreement with the Holders, dated May 22, 2017 (the
Forbearance Agreement), under which the Company did not
repurchase the May Notes on May 22 and the Holders agreed to
extend the date for that repurchase until May 26, 2017. In
consideration, the Company agreed to issue the Holders 150,000
shares of common stock and pay a forbearance fee of $300,000. The
parties are currently in ongoing negotiations to complete the
arrangements for the repurchase of the May Notes by the
institutional investors.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The information contained above in Item 2.04 is hereby
incorporated by reference into this Item 3.02.
On May 22, 2017, the Company exchanged approximately $1.0 million
aggregate principal amount of indebtedness held by an
unaffiliated investor for 5,555,556 shares of its common stock at
a price of $0.18 per share and issued to such investor 4,166,667
Class A warrants (exercisable at $0.26 per share for a period of
5 years) and 4,166,667 Class B warrants (exercisable at $1.00 per
share for a period of 90 days). In addition, the Company agreed
to modify an aggregate of $1,585,431 of indebtedness owed to such
investor to make the indebtedness convertible at a rate of $0.18
for one share of common stock, one Class A warrant and one Class
B warrant.
On May 22, 2017, the Company exchanged approximately $1.0 million
aggregate principal amount of indebtedness held by an
unaffiliated investor for 5,581,789 shares of its common stock at
a price of $0.18 per share and issued to such investor 4,186,342
Class A warrants (exercisable at $0.26 per share for a period of
5 years) and 4,186,342 Class B warrants(exercisable at $1.00 per
share for a period of 90 days).
On May 2, 2017, the Company sold to an unaffiliated investor
200,000 shares of common stock at a price of $0.26 per share and
issued to such investor, 150,000 five-year Class A warrants
(exercisable at $0.26 per share for a period of 5 years) and
150,000 three-month Class B warrants (exercisable at $1.00 per
share for a period of 90 days).
The securities issued on May 2, 2017 were issued to the exemption
from the registration requirements afforded by Regulation D under
the Securities Act of 1933 (Securities Act), the securities
issued on May 22, 2017 were issued to the exemption from the
registration requirements afforded by Section 3(a)(9) of the
Securities Act, and the securities issued to the Forbearance
Agreement were issued to the exemption from the registration
requirements afforded by Section 4(a)(2) of the Securities Act.
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 +0.002 at 0.175 with 1,087,142 shares trading hands.