NWBO Northwest Biotherapeutics Inc (QB)

Equity Financing

On June 22, 2018, Northwest Biotherapeutics, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with certain institutional investors, for a registered direct offering (the “Offering”) of 4,000,000 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at the purchase price of $0.25 per share. Additionally, the investors will receive two-year Class D-3 warrants to purchase up to 2,000,000 shares of Common Stock at an exercise price of $0.30 per share (the “Class D-3 Warrants”). The Class D-3 Warrant entitles the holder to purchase one-half share of Common Stock at a price of $0.30 per share, for each share of Common Stock purchased in this offering. The Class D-3 Warrants are exercisable immediately, subject to the 4.99% (or, at election of holder, 9.99%) beneficial ownership limit.

The aggregate gross proceeds of the offering are expected to be approximately $1.0 million (excluding proceeds receivable upon the exercise of the Class D-3 Warrants). Additionally net proceeds, after deducting estimated expenses payable by the Company in connection with the closing of the Offering, are expected to be approximately $990,000. The Company intends to use the net proceeds from the Offering for general corporate purposes, which may include working capital, capital expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, and acquisitions of new technologies and investments.

The offer and sale of the securities in the Offering were registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s shelf registration statement on Form S-3, as amended (File No. 333-213777), which became effective on October 18, 2016. Pursuant to Rule 424(b) under the Securities Act, the Company filed a prospectus supplement in connection with the Offering. The Securities may only be offered by means of a prospectus. Copies of the prospectus and prospectus supplement can be obtained directly from the Company and at the SEC’s website at www.sec.gov.

The foregoing is only a summary of the material terms of the documents related to the Offering. The foregoing description of the Agreement is qualified in its entirety by reference to the Agreement, the form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description of the Class D-3 Warrants is qualified in its entirety by reference to the form of Class D-3 Warrant filed as Exhibits 10.2 to this Current Report on Form 8-K, which is incorporated herein by reference.