UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): June 29, 2015

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

4800 Montgomery Lane, Suite 800

Bethesda, Maryland 20814

(Address of Principal Executive Offices)

(240) 497-9024

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

On April 27, 2015, June 10, 2015 and June 29, 2015, unrelated institutional investors elected to exchange an aggregate of $2.0 million of their existing 5.00% Convertible Senior Notes due in August 2017 (the “Notes”) for common stock (“Common Stock”) of Northwest Biotherapeutics, Inc. (the “Company”) on the terms set forth in the Notes. The convertible debt was entered into in August 2014. Pursuant to the exchange, on the terms set forth in the Notes, the investors received or will receive an aggregate of 322,498 shares of the Company’s common stock. The shares were or will be issued pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

On May 13, 2015, unrelated institutional investors exercised, on a net-exercise basis, 228,787 warrants to purchase Common Stock, receiving 105,392 shares of Common Stock. The Common Stock was issued pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act of 1933, as amended.

SIGNATURE

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.