SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM 8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF
1934
DATE OF
REPORT (DATE OF EARLIEST EVENT REPORTED) January 6, 2011
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NORTHWEST
BIOTHERAPEUTICS, INC.
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(Exact
Name of Registrant as Specified in Its
Charter)
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DELAWARE
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0-33393
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94-3306718
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(STATE
OR OTHER JURISDICTION
OF
INCORPORATION)
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(COMMISSION
FILE NUMBER)
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(I.R.S.
EMPLOYER
IDENTIFICATION
NO.)
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4800
MONTGOMERY LANE, SUITE 800, BETHESDA, MD 20814
(ADDRESS
OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT’S
TELEPHONE NUMBER, INCLUDING AREA CODE (240) 497-9024
Check the
appropriate box below if the Form 8-K is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following
provisions:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive
Agreement
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Northwest
Biotherapeutics, Inc. (the “Company”) recently completed transactions with new
and existing investors in the aggregate investment amount of $1.54
million. These transactions included the following:
(i) $790,000
by existing investor SDS Capital as of December 31, 2010 in the form
of a Note with a maturity of July 2011, and an annual interest rate of twelve
percent (12%). SDS also received ten percent (10%) warrant
coverage. The warrants have an exercise period of five years, and an
exercise price of seventy-five cents ($0.75) per share. Also as
of December 31, 2010, SDS and its principals sold a promissory note in the
original principal amount of $1,000,000 to non-affiliated, third
parties.
(ii) As
of December 14, 2010 convertible note in the amount of $450,000, due three (3)
years from the closing date. The note is convertible into shares of
the Company’s Common Stock at any time during the term at a conversion price
equal to a twenty percent (20%) discount from the market price at the time of
conversion. The Note carries an annual interest rate of ten percent
(10%), and an Original Issue Discount of ten percent (10%). The Note
also provides for an additional investment of $500,000, on the same terms, to be
received commencing six months after the initial closing.
(iii) Investment
of an aggregate of $300,000 by several individual, private investors on December
17, 2010, and January 2 and 5, 2011: The Company sold an aggregate of
$150,000 Common Stock, and $150,000 in the form of convertible promissory
notes.
As of
December 31, 2010, two non-affiliated new investors who had purchased existing
outstanding notes of the Company exchanged those for new restated notes in the
same principal amounts ($500,000 and $370,000)(the “Restated
Notes”). The Restated Notes mature in six and twelve months,
respectively, and are convertible at a twenty percent (20%) discount from market
price. The Restated Notes carry an annual interest rate of ten
percent (10%) and an Original Issue Discount of ten percent (10%).
As of
December 14, 2010, the Company also entered into convertible promissory notes
for investment by a new non-affiliated investor in the amount of $2.5 million,
on a contingent basis with the notes to become effective when the note proceeds
are received commencing six months after execution of the notes. The
notes will have a maturity of three (3) years from their effective date at the
time of funding. The notes will be convertible into the Company’s
common stock at any time during their term at a conversion price equal to a
twenty percent (20%) discount from the market price at the time of
conversion. The notes will carry an annual interest rate of ten
percent (10%), and Original Issue Discount of ten percent (10%).
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Item
2.03
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Creation of a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
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The
disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 2.03
by this reference.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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The
securities described in Item 1.01 above were offered and sold in reliance upon
exemptions from registration pursuant to Section 4(2) under the Securities Act
and Rule 506 promulgated thereunder. The agreements executed in connection with
this sale contain representations to support the Registrant’s reasonable belief
that the Investor had access to information concerning the Registrant’s
operations and financial condition, the Investor acquired the securities for
their own account and not with a view to the distribution thereof in the absence
of an effective registration statement or an applicable exemption from
registration, and that the Investor are sophisticated within the meaning of
Section 4(2) of the Securities Act and are “accredited investors” (as defined by
Rule 501 under the Securities Act). In addition, the issuances did not involve
any public offering; the Registrant made no solicitation in connection with the
sale other than communications with the Investor; the Registrant obtained
representations from the Investor regarding their investment intent, experience
and sophistication; and the Investor either received or had access to adequate
information about the Registrant in order to make an informed investment
decision.
At the
time of their issuance, the securities will be deemed to be restricted
securities for purposes of the Securities Act, and the certificates representing
the securities shall bear legends to that effect. The securities may
not be resold or offered in the United States without registration or an
exemption from registration.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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NORTHWEST
BIOTHERAPEUTICS, INC
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Dated:
January 6, 2011
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By:
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/s/
Alton L. Boynton
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Alton
L. Boynton
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President
and Chief Executive Officer
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