Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
As previously reported, on January 14, 2018, the Board completed the process of approving certain option awards for management and employees. Those options are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise. Those options are also subject to certain vesting requirements. The exercise price is $0.23 per share and exercise period is ten years.
On February 26, 2018, the disinterested members of the Board approved option awards for the independent Directors, subject to shareholder approval at a Special Meeting (the “Options”). The Options are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise.
The Options are subject to vesting requirements. 50% of the Options will be vested on the grant date, in recognition of the directors’ performance on the Board and Board Committees, as well as in helping to support the Company’s operations, over the previous 6 years in the case of two of the independent directors, and over the previous 2 years in the case of the third independent director. The remaining 50% of the Options will vest over a succeeding 24-month period in equal monthly installments, subject to acceleration upon the occurrence of certain achievement milestones.
The unvested portions of the Options are subject to full accelerated vesting upon any of the following events or milestones (i) a change of effective control of the Company, (ii) the filing of an application for any type of product approval in any jurisdiction, (iii) completion of any randomized clinical trial that meets its endpoint(s) (Phase II or Phase III), (iv) decision by the Board, in its discretion or (v) the death of the recipient.
The unvested portions of the Options are subject to partial accelerated vesting upon any of the following events or milestones (i) publication of a peer reviewed manuscript, (ii) initiation of a new Phase II trial, (iii) new orphan drug designation for any product in any jurisdiction or (iv) breakthrough status or equivalent designation for any product in any jurisdiction.
The independent directors’ Options will be exercisable at a price of $0.30 per share: a price above the market price of the Company’s common stock at the time of the awards, above the $0.23 price per share being paid during December through February for Series B preferred shares by unrelated investors (who also received 50% warrants), and above the exercise price of $0.23 of the options awarded to Company management in January 2018 as previously reported. The exercise period will be ten years from the date the Options become exercisable.
The Options awarded to Mr. Jerry Jasinowski will be exercisable for up to 4,900,000 shares of common stock. The Options awarded to Dr. Navid Malik will be exercisable for up to 9,065,000 shares of common stock. The Options awarded to Ambassador Cofer Black will be exercisable for up to 1,715,000 shares of common stock.
The securities referred to herein were issued without registration to the exemption provided by Section 4(a)(2) under the Securities Act of 1933, as amended.
| Item 3.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
The information provided in Item 3.02 is incorporated by reference herein.
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.
