Current Report Filing (8-k)
September 13 2018 - 4:24PM
Edgar (US Regulatory)
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):
September 7, 2018
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
(State or other jurisdiction
of incorporation)
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0-35737
(Commission
File Number)
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94-3306718
(IRS Employer
Identification No.)
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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 Instruction
A.2. below):
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 3.02.
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Unregistered Sales of Equity Securities.
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Notice of Mandatory Conversion Delivered to Holders of Convertible
Preferred Stock
On September 7,
2018, Northwest Biotherapeutics, Inc. (the “Company”) delivered notice of its exercise of the right to cause the
mandatory conversion of all outstanding shares of its Series A Convertible Preferred Stock and Series B Convertible Preferred
Stock (collectively, the “Convertible Preferred Stock”) into shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), pursuant to Section 4.3 of the Amended and Restated Certificate of
Designations of Series A Convertible Preferred Stock and the Certificate of Designations of Series B Convertible Preferred
Stock, respectively (the “Mandatory Conversion”). The effective date of the Mandatory Conversion will be on or
about September 13, 2018 (the “Mandatory Conversion Date”) and, effective on such date, each share of Convertible
Preferred Stock will be automatically converted into ten shares of Common Stock.
From and after the
Mandatory Conversion Date, the shares of Convertible Preferred Stock so converted will no longer be deemed to be outstanding, the
holders will thereupon automatically become holders of corresponding shares of Common Stock in lieu of the Convertible Preferred
Stock, and all rights of the holder with respect to such shares of Convertible Preferred Stock will immediately terminate, except
the right to receive the shares of Common Stock issuable pursuant to the respective Certificate of Designations.
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Item 3.03.
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Material Modification to Rights of Security Holders.
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The issuance of shares
of Common Stock upon consummation of the Mandatory Conversion described in Item 3.02 of this Current Report will eliminate all
outstanding shares of preferred stock, replacing them with Common Stock. As previously reported, each share of Convertible Preferred
Stock is convertible into ten shares of Common Stock. We expect shares of Common Stock to be issued to holders of Convertible
Preferred Stock pursuant to the Mandatory Conversion promptly after the Mandatory Conversion Date.
The information provided
in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.03.
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.
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NORTHWEST BIOTHERAPEUTICS, INC.
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Date: September 13, 2018
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By:
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/s/ Linda Powers
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Name:
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Linda Powers
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Title:
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Chief Executive Officer and Chairman
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