Northwest Biotherapeutics, Inc. (OTCMKTS:NWBO) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02.
Subsequent to the completion of Company’s Regulation D offering of Series B Preferred Stock and Class D-2 Warrants in December 2017, as reported in the Company’s Form 8-K filed on January 4, 2018, the Company has made additional sales of Series B Preferred Stock and Class D-2 Warrants to investors from February 27, 2018 through March 10, 2018. The Company has issued an aggregate of 341,087 shares of Series B Preferred Stock, convertible into 3,410,870 shares of common stock, and Class D-2 Warrants to acquire an aggregate of up to 3,410,870 additional shares of common stock for a subscription price of approximately $784,500, on the same terms as in December 2017.
The Series B Preferred Stock is subject to restrictions, under which it is not currently convertible and will not become convertible into common stock until common stock is available therefor or after 6 months following issuance. When sufficient shares of common stock are available for issuance upon conversion, each share of Series B Preferred Stock will be convertible at the option of the holder, at any time, into 10 shares of common stock, par value $0.001 per share, for a total of 3,410,870 shares of common stock (the equivalent of a conversion price of $0.23 per share of common stock). Shares of the Series B Preferred Stock will only receive dividends if the common stock receives dividends, and such dividends would be in the same amount, on an as-converted basis. In case of a liquidation event, if the Series B Preferred Stock is still outstanding at that time, each holder will, with respect to each Series B Preferred share owned by such holder, be entitled to a liquidation preference of either the amount paid for the Series B Preferred share or the amount that the holder of such Series B Preferred share would have received if it had converted such share to common stock immediately prior to the liquidation event.
The Class D-2 Warrants are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise.
In connection with these issuances of Series B Preferred Stock and Class D-2 Warrants, the Company entered into voting agreements with certain investors.
The Series B Preferred Stock and Class D-2 Warrants described in this Item 3.02 were offered and sold in reliance upon exemptions from registration to Rule 506(c) of Regulation D promulgated under Section 4(a)(2) under the Securities Act. Each of the offerings was made to an “accredited investor” (as defined by Rule 501 under 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.
