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 20, 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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On
January 21, 2011, Northwest Biotherapeutics, Inc. (the “Registrant “)
consummated a Note Purchase Agreement with a single investor in the aggregate
amount of $2,220,000.00 for the purchase and sale of two Secured Convertible
Promissory Notes (the “Notes”). The Registrant intends to use the
proceeds of the Note for payment of costs relating to the Phase II clinical
trial of DCVax® for brain cancer, ongoing payment of obligations to strengthen
the balance sheet, and general working capital.
The
Registrant issued the Notes as follows: (i) a note in the principal amount of
$1,120,000, with an original issue discount (“OID”) of ten percent (10%) and
interest at the rate of 9% per annum, payable on June 30, 2012 (“Note 1”), and
(ii) a note in the principal amount of $1,100.000, with OID of ten percent (10%)
and interest at the rate of 6% per annum, payable on December 31, 2013 (“Note
2”). Note 1 and Note 2 are convertible into shares of the
Registrant’s common stock, par value $0.001 per share (the "Common Stock") at a
conversion price equal to 80% of the average of the daily volume weighted price
of the Registrant’s common stock. The proceeds of Note 1 were received at
Closing. The proceeds of Note 2 will be received in four equal monthly tranches
starting six months after the Closing.
In
addition, the Registrant provided to the investor a Right of First Refusal for
up to one million dollars ($1,000,000) of conversion of payables into equity
pursuant to Section 3(A)(10) of the Securities Act of 1933, as amended, if the
Registrant chooses to undertake any such 3(A)(10) transactions. The
Registrant is under no obligation to undertake any such
transactions.
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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 27, 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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