0001072379
true
Amendment No. 1
--12-31
2021
FY
NONE
677
0001072379
2021-01-01
2021-12-31
0001072379
2021-06-30
0001072379
2022-02-25
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
(Former Name, Former Address and Former Fiscal
Year, if changed since last report)
Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”)
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has
submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company.
See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange Act.:
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. ¨
Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. x
Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨
No x
The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant was approximately $1,212,762,000 on June 30, 2021.
None.
In addition, as required by
Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by our principal
executive officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof, which has been
restated in its entirety.
Except as stated herein, this
Amendment does not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on
March 1, 2022 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE
DIRECTORS
|
Name |
|
Age |
|
Position |
| Linda F. Powers |
|
66 |
|
Class III Director, Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer |
| J. Cofer Black |
|
72 |
|
Class I Director |
| Dr. Alton L. Boynton |
|
78 |
|
Class I Director, Chief Scientific Officer |
| Jerry Jasinowski |
|
83 |
|
Class II Director |
| Dr. Navid Malik |
|
53 |
|
Class III Director |
Director Biographies
Linda F. Powers. Ms. Powers has served as
the Chairperson of our Board of Directors since her appointment on May 17, 2007, Chief Executive Officer and President since June 8, 2011
and Chief Financial and Accounting Officer since June 8, 2020. Ms. Powers served as a managing director of Toucan Capital Fund II from
2001 to 2010, and Toucan Capital Fund III from 2010 to 2018. She also has over 16 years’ experience in corporate finance and restructurings,
mergers and acquisitions, joint ventures and intellectual property licensing. Ms. Powers is or was previously a Board member of the Rosalind
Franklin Society, M2GEN (an affiliate of Moffitt Cancer Center) and the Chinese Biopharmaceutical Association. She was the Chair of the
Maryland Stem Cell Research Commission for the first two years of the state’s stem cell funding program, and has served an additional
thirteen years on the Commission. Ms. Powers served for several years on a Steering Committee of the National Academy of Sciences, evaluating
government research funding, and was appointed to three Governors’ commissions created to determine how to build the respective
states’ biotech and other high-tech industries. For more than six years, Ms. Powers taught an annual internal course at the National
Institutes of Health for the bench scientists and technology transfer personnel on the development and commercialization of medical products.
Ms. Powers serves on the boards of several private biotechnology companies. Ms. Powers holds a B.A. from Princeton University, where she
graduated magna cum laude and Phi Beta Kappa. She also earned a J.D., magna cum laude, from Harvard Law School. We believe Ms. Powers’
background and experience make her well qualified to serve as a Director.
J. Cofer Black. Ambassador Black was appointed
to the Board of Directors in January 2016. Ambassador Black is an internationally renowned U.S. government leader and expert in cybersecurity,
counterterrorism and national security. In addition to serving on company and bank boards, he presently serves as an independent consultant.
Between 2009 and 2016, he served as Vice President for Global Operations at Blackbird Raytheon Technologies, a division of Raytheon Company,
a NYSE-listed security company. From 2004 until 2008, he provided strategic guidance and business development as Vice Chairman of Blackwater
Worldwide and as Chairman of Total Intelligence Solutions. During 2002 – 2005, he was appointed by the President of the United States
to serve as the Ambassador, Coordinator for Counterterrorism, reporting directly to the Secretary of State for developing, coordinating
and implementing American counterterrorism policy. Prior to his role as Ambassador, he served a 28-year career in the Central Intelligence
Agency, reaching Senior Intelligence Service (SIS-4) level as Director, Counterterrorist Center (D/CTC), where he managed 1,300 professional
personnel and an annual operational budget of more than one billion dollars. Ambassador Black is experienced representing the United States
at the Head of State level, managing media as a diplomatic spokesperson and in public speaking as keynote speaker both as a senior U.S.
Government official and business leader. Ambassador Black has received numerous awards and recognitions throughout his career, including
the Distinguished Intelligence Medal (the CIA’s highest award for achievement). Ambassador Black received a B.A. in International
Affairs from the University of Southern California in 1973 and an M.A. in International Affairs from the University of Southern California
in 1974. We believe Ambassador Black’s background and experience in business management and information technology make him well
qualified to serve as a Director.
Alton L. Boynton, Ph.D. Dr. Boynton co-founded
our Company, has served as our Chief Scientific Officer and a Director since our inception in 1998, was appointed our Chief Operating
Officer in August 2001, was appointed President in May 2003, and served as Chief Executive Officer from June 2007 to June 2011. Prior
to founding our Company, Dr. Boynton headed the Molecular Oncology research lab at the Pacific Northwest Research Foundation (the original
foundation of Bill Hutchinson, from which the Fred Hutchinson Cancer Center was spun off). Dr. Boynton also served as Director of the
Department of Molecular Medicine of Northwest Hospital from 1995 to 2003 where he coordinated the establishment of a program centered
on carcinogenesis. Prior to joining Northwest Hospital, Dr. Boynton was Associate Director of the Cancer Research Center of Hawaii, The
University of Hawaii, where he also held the positions of Director of Molecular Oncology of the Cancer Research Center and Professor of
Genetics and Molecular Biology. Dr. Boynton received his Ph.D. in Radiation Biology from the University of Iowa in 1972. We believe Dr.
Boynton’s background and experience make him well qualified to serve as a Director.
Jerry Jasinowski. Mr. Jasinowski was appointed
to the Board of Directors in April 2012. Mr. Jasinowski retired in 2007. Mr. Jasinowski currently serves on the boards of directors of
Procurian and the Washington Tennis and Education Foundation and has held directorships in several other companies since 1990. From 2004
through 2007, Mr. Jasinowski served as the President of the Manufacturing Institute, an organization dedicated to improving and expanding
manufacturing in the United States, of which he was a founder. Mr. Jasinowski was also the President and CEO of the National Association
of Manufacturers, a trade association with 13,000 corporate members from 1990 to 2004. Mr. Jasinowski holds an A.B. in Economics from
Indiana University and an M.A. in Economics from Columbia University. We believe that Mr. Jasinowski’s extensive experience across
a wide range of manufacturing, technology, and financial firms, including Fortune 1000 and Fortune 500 companies, make him well qualified
to serve as a Director.
Dr. Navid Malik. Dr.
Malik was appointed to the Board of Directors in April 2012. Dr. Malik was previously the Head of Life Sciences Research at Cenkos Securities
Plc. in the U.K., an institutional stockbroking securities firm. From September 2011 through January 2012, Dr. Malik was the Head of Life
Sciences Research at Sanlam (Merchant Securities), a global financial services firm. Dr. Malik was Partner and Head of Life Sciences at
Matrix Investment Banking Division, Matrix Group, a financial services firm in London, from December 2008 through September 2011. Dr.
Malik was a Senior Pharmaceuticals and Biotechnology Analyst at Wimmer Financial LLP from September 2008 through December 2008, and was
the Senior Life Sciences Analyst at Collins Stewart Plc from January 2005 through September 2008. In 2011, Dr. Malik was awarded two StarMine
Awards (awarded each year by Thomson Reuters and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector,
and Number Two Stock Picker in the U.K. and Ireland Healthcare Sector. Dr. Malik holds a Ph.D. in Drug Delivery within Pharmaceutical
Sciences, as well as degrees in Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik
also holds an MBA in finance from the City University Business School, London. We believe that Dr. Malik’s extensive experience
in the life sciences fields and investment banking sector make him well qualified to serve as a Director.
EXECUTIVE OFFICERS
The following table sets forth information regarding
the Company’s current executive officers.
|
Name |
|
Age |
|
Position |
| Linda F. Powers |
|
66 |
|
Class III Director, Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer |
| Alton L. Boynton, Ph.D. |
|
77 |
|
Class I Director, Chief Scientific Officer |
| Leslie J. Goldman |
|
77 |
|
Senior Vice President, General Counsel |
| Marnix L. Bosch, Ph.D. |
|
63 |
|
Chief Technical Officer |
Linda F. Powers. Please see “Director
Biographies” above.
Alton L. Boynton, Ph.D. Please see “Director
Biographies” above.
Leslie J. Goldman joined us in June 2011,
and serves as Senior Vice President and General Counsel. In this capacity, Mr. Goldman has responsibility for legal matters, investor
relations and financing activities. Prior to joining us, Mr. Goldman was a partner at the law firm of Skadden, Arps for over 30 years,
specializing in a wide array of advanced technologies and their commercialization. Mr. Goldman also serves as an advisor to a number of
other technology companies. In addition, for eight years, Mr. Goldman served as Chairman of the Board of a group of TV stations in four
mid-size cities across the country. Mr. Goldman received a B.A. from the University of Michigan in 1967 and a J.D. from the University
of Michigan in 1970.
Marnix L. Bosch, Ph.D. joined us in 2000,
and serves as our Chief Technical Officer. In this capacity, Dr. Bosch plays a key role in the preparation and submission of our regulatory
applications, as well as ongoing development of our product lines, and ongoing development and/or acquisition of new technologies. Dr.
Bosch led the process of designing the protocols, and managed the successful preparation and submission of our Investigational New Drug
(IND) applications for FDA approval to conduct clinical trials for prostate cancer, brain cancer, ovarian cancer and multiple other cancers.
He also led the processes for other regulatory submissions in both the U.S. and abroad (including the successful applications for orphan
drug status in both the U.S. and Europe for DCVax-L for brain cancer). He spearheaded the development of our manufacturing and quality
control processes. Prior to joining us in 2000, Dr. Bosch worked at the Dutch National Institutes of Health (RIVM) as head of the Department
of Molecular Biology, as well as in academia as a professor of Pathobiology. He has authored more than 40 peer-reviewed research publications
in immunology and virology, and is an inventor on several patent applications on dendritic cell product manufacturing.
CODE OF CONDUCT
We have an established Code
of Conduct applicable to all Board members, executive officers, employees and contractors. Our Code of Conduct is posted on our website
at www.nwbio.com.
CORPORATE GOVERNANCE
There are no material changes
to the procedures by which security holders may recommend nominees to the Company’s board of directors.
Audit Committee
The Audit Committee has responsibility for recommending
the appointment of our independent accountants, supervising our finance function (which includes, among other matters, our investment
activities), reviewing our internal accounting control policies and procedures, and providing the Board such additional information and
materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board.
The Audit Committee discusses the financial statements with management, approves filings made with the SEC and maintains the necessary
discussions with the Company’s independent accountants. The Audit Committee acts under a written charter, which is posted on our
website at www.nwbio.com/board-committee-charters/.
The Audit Committee currently consists of Messrs.
Malik and Jasinowski. Our Board of Directors has determined that Jerry Jasinowski, the Chairman of the Audit Committee, qualifies as an
“audit committee financial expert” as defined by the SEC. Our Board has determined that each member of the Audit Committee
is “independent” within the meaning of Section 5605(a)(2) of the Nasdaq Stock Market Rules as well as pursuant to the additional
test for independence for audit committee members imposed by SEC regulation and Section 5605 (c)(2)(A) of the Nasdaq Stock Market Rules.
The Audit Committee is established in accordance with Section 3(a) (58)(A) of the Exchange Act.
Compensation Committee
ITEM 11. EXECUTIVE COMPENSATION
DIRECTOR COMPENSATION
The following table sets forth certain information
concerning compensation paid or accrued to our non-executive directors during the years ended December 31, 2021.
The dollar values listed in the table for option
awards are a non-cash accounting measure (based on the Black Scholes formula, under which high volatility of share price contributes to
high valuations) and do not constitute intrinsic or exercise value for the options. The options had no intrinsic or exercise value
when they were awarded.
The options were awarded at prices that were at
the market price of the Company's shares at the time of the award (at $0.34 per share).
Name (3) | |
Year | | |
Fees Earned
or Paid in
Cash ($)(2) | | |
Option
Awards
($)(1) | | |
Total
($) | |
| Dr. Navid Malik | |
| 2021 | | |
| 150,000 | | |
| — | | |
| 150,000 | |
| | |
| 2020 | | |
| 150,000 | | |
| 4,123,000 | | |
| 4,273,000 | |
| | |
| 2019 | | |
| 150,000 | | |
| — | | |
| 150,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| Jerry Jasinowski | |
| 2021 | | |
| 150,000 | | |
| — | | |
| 150,000 | |
| | |
| 2020 | | |
| 150,000 | | |
| 1,497,000 | | |
| 1,647,000 | |
| | |
| 2019 | | |
| 150,000 | | |
| — | | |
| 150,000 | |
| | |
| | | |
| | | |
| | | |
| | |
| J. Cofer Black | |
| 2021 | | |
| 150,000 | | |
| — | | |
| 150,000 | |
| | |
| 2020 | | |
| 150,000 | | |
| 1,250,000 | | |
| 1,400,000 | |
| | |
| 2019 | | |
| 150,000 | | |
| — | | |
| 150,000 | |
| (1) | All of the options awarded to Directors in 2020 are subject to shareholder approval. The options
awarded to Dr. Malik included approximately $1.8 million for regular Board service and $2.3 million for special Board service. |
| (2) | The non-executive independent directors were compensated on
a monthly basis $12,500 ($150,000 annually) for their consistent availability on short notice, participation in the frequent meetings
of the board of directors, leadership of at least one board committee, participation on multiple committees of the Board, commitment
to corporate governance initiatives, and frequent consultations with management on operational matters. The Company has not yet paid
Mr. Jasinowski’s Director fees for several years of service. |
| (3) | Ms. Powers and Dr. Boynton are executives of the Company and
do not receive separate compensation for their services as a Director. |
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information
concerning compensation paid to or accrued for our executive officers, referred to as our Named Executive Officers, during the years ended
December 31, 2021, 2020 and 2019.
The dollar values listed in the table for option
awards are a non-cash accounting measure (based on the Black Scholes formula, under which high volatility of share price contributes
to high valuations) and do not constitute intrinsic or exercise value for the options.
The options awarded in 2020, listed in the table
below, were granted for employee performance during 2018, 2019 and 2020. The options were awarded at prices that were generally at or
above the market price or the price paid by unrelated investors for the Company’s shares at the time of the award.
| Name and Principal Position | |
Year | | |
Salary
($) | | |
Bonus
($)(1) | | |
Option
Awards
($)(2) | | |
Total
($) | |
| Linda F. Powers | |
| 2021 | | |
| 700,000 | | |
| 300,000 | | |
| — | | |
| 1,000,000 | |
| Chairperson, President | |
| 2020 | | |
| 700,000 | | |
| — | | |
| 17,317,000 | | |
| 18,017,000 | |
| and Chief Executive Officer, Chief Financial and Accounting Officer | |
| 2019 | | |
| 502,000 | | |
| 300,000 | | |
| — | | |
| 802,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Leslie Goldman | |
| 2021 | | |
| 525,000 | | |
| 200,000 | | |
| — | | |
| 725,000 | |
| Senior Vice President, | |
| 2020 | | |
| 525,000 | | |
| — | | |
| 10,548,000 | | |
| 11,073,000 | |
| General Counsel and Business Development | |
| 2019 | | |
| 375,000 | | |
| 200,000 | | |
| — | | |
| 575,000 | |
| | |
| | | |
| | | |
| | | |
| | | |
| | |
| Marnix L. Bosch, Ph.D.(3) | |
| 2021 | | |
| 480,000 | | |
| 125,000 | | |
| — | | |
| 605,000 | |
| Chief Technical Officer | |
| 2020 | | |
| 480,000 | | |
| — | | |
| 7,494,000 | | |
| 7,974,000 | |
| | |
| 2019 | | |
| 397,000 | | |
| 100,000 | | |
| — | | |
| 497,000 | |
| (1) | These bonuses were for employees’ performance during 2021, and were approved in 2022 but have not been paid. These bonuses will
not be paid until the Company feels it is financially feasible. |
| (2) | Represents the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with Accounting
Standards Codification, 718, Compensation-Stock Compensation. Certain assumptions used to calculate the valuation of the awards are set
forth in Management’s Discussion and Analysis in our 2021 Annual Report. |
| (3) | Dr. Bosch was relocated to our subsidiary in Netherlands effective August 1, 2019. His annual salary is approximately $480,000
(EUR 375,000). Dr. Bosch’s compensation is paid in Euros and therefore varies based on the exchange rate. The compensation
amounts paid to Dr. Bosch presented in the table above are determined by multiplying the amount of Euros paid by the
average exchange rate for fiscal 2020 of $1.28 per Euro. |
Outstanding Equity Awards at Fiscal
Year-End
The following table shows outstanding stock option
awards classified as exercisable and un-exercisable as of March 31, 2021:
| Name | |
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable (1) | | |
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable | | |
Option
Exercise
Price
($) | | |
Option
Expiration
Date |
| Linda F. Powers | |
| 39,200,000 | | |
| — | | |
| 0.23 | | |
5/28/2028 |
| Chairperson, President and Chief Executive | |
| 10,770,429 | (2) | |
| — | | |
| 0.35 | | |
7/2/2030 |
| Officer, Chief Financial and Accounting Officer | |
| 32,558,754 | (3) | |
| — | | |
| 0.35 | | |
12/1/2030 |
| | |
| 11,789,879 | (4) | |
| — | | |
| 0.55 | | |
9/2/2030 |
| | |
| | | |
| | | |
| | | |
|
| Leslie J. Goldman | |
| 24,500,000 | (5) | |
| — | | |
| 0.23 | | |
5/28/2028 |
| Senior Vice President, General Counsel | |
| 20,000,000 | (6) | |
| — | | |
| 0.35 | | |
12/1/2030 |
| | |
| 8,554,455 | (6) | |
| — | | |
| 0.35 | | |
12/1/2030 |
| | |
| 5,894,939 | (7) | |
| — | | |
| 0.55 | | |
9/2/2030 |
| | |
| | | |
| | | |
| | | |
|
| Marnix L. Bosch | |
| 31,770 | (8) | |
| 21,355 | | |
| 11.20 | | |
6/23/2022 |
| Chief Technical Officer | |
| 15,625 | (9) | |
| — | | |
| 8.80 | | |
8/20/2022 |
| | |
| 7,940,182 | (10) | |
| — | | |
| 0.25 | | |
6/13/2027 |
| | |
| 10,798,729 | (11) | |
| — | | |
| 0.35 | | |
7/2/2030 |
| | |
| 16,630,726 | (12) | |
| — | | |
| 0.35 | | |
12/1/2030 |
| (1) | Ms. Powers and Mr. Goldman are subject to an agreement to provide 61 days’ notice before exercising any option or warrant. 20,429,456
of Dr. Bosch’s options are suspended through 5/31/22. |
| (2) | On July 2, 2020, we granted 10,770,429 stock options to Ms. Powers. The options are exercisable at a price of $0.35 per share,
and have a 10-year exercise period. Following entry into previous securities suspension agreements, on February 28, 2021, Ms. Powers entered
into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options until April 30, 2021
and (ii) made no changes to the other terms of such securities. Ms. Powers received no consideration for entry into such arrangement. |
| (3) | On July 2, 2020, we granted 32,558,724 stock options to Ms. Powers for service during 2018, 2019 and 2020. The options are exercisable
at a price of $0.35 per share, and have a 10-year exercise period. These options are subject to certain vesting requirements. Following
entry into previous securities suspension agreements, on February 28, 2021, Ms. Powers entered into a securities suspension agreement
with the Company that (i) suspended the exercisability of 22,775,660 vested options until April 30, 2021 and (ii) made no changes to the
other terms of such securities. Ms. Powers received no consideration for entry into such arrangement. |
| (4) | On September 2, 2020, we granted 11,789,879 stock options to Ms. Powers. The options are exercisable at a price of $0.55 per
share, and have a 10-year exercise period. The terms of such options provided for vesting upon the earlier of March 31, 2021 or the achievement
of certain performance milestones. As of March 31, 2021, such options were fully vested. |
| (5) | On May 28, 2018, we granted 24,500,000 stock options to Mr.
Goldman. The options are exercisable at a price of $0.23 per share, and have a 10-year exercise period. 50% of the options
vested on the grant date, and 50% vested over a 24-month period in equal monthly installments thereafter. Following entry into previous
securities suspension agreements, on February 28 2021, Mr. Goldman entered into a securities suspension agreement with the Company that
(i) suspended the exercisability of such vested options until April 30, 2021 and (ii) made no changes to the other terms of such securities.
Mr. Goldman received no consideration for entry into such arrangement. |
| (6) | On July 2, 2020, we granted 6,731,518 stock options to Mr. Goldman. The options are exercisable at a price
of $0.35 per share, and have a 10-year exercise period. These options were fully vested upon grant. Following entry into previous
securities suspension agreements, on February 28 2021, Mr. Goldman entered into a securities suspension agreement with the Company that
(i) suspended the exercisability of such fully vested options until April 30, 2021 and (ii) made no changes to the other terms of such
securities. Mr. Goldman received no consideration for entry into such arrangement. |
On July 2, 2020, we granted 21,822,937
stock options to Mr. Goldman for service during 2018, 2019 and 2020. The options are exercisable at a price of $0.35 per share,
and have a 10-year exercise period. These options are subject to certain vesting requirements. Following entry into previous securities
suspension agreements, on February 28, 2021, Mr. Goldman entered into a securities suspension agreement with the Company that (i) suspended
the exercisability of 17,276,496 vested options until April 30, 2021 and (ii) made no changes to the other terms of such securities. Mr.
Goldman received no consideration for entry into such arrangement.
On January 14, 2021, Mr. Goldman assigned 20,000,000 options
that were granted on July 2, 2020 to The Goldman NWBIO GRAT Trust for no consideration.
| (7) | On September 2, 2020, we granted 5,894,939 stock options to Mr. Goldman. The options are exercisable at a price of $0.55 per
share, and have a 10-year exercise period. The terms of such options provided for vesting upon the earlier of March 31, 2021 or the achievement
of certain performance milestones. As of March 31, 2021, such options were fully vested. |
| | |
| (8) | The options were granted under the 2007 Stock Option Plan. 1,250 options vested each month until May 31, 2013. |
| | |
| (9) | The options were granted under the 2007 Stock Option Plan. This option grant vested over the balance of 2009 with 7,813 options vesting
on the grant date and the remainder of the options vesting on December 31, 2009. |
| | |
| (10) | On June 13, 2017, we awarded 7,940,182 options to Dr. Bosch under the 2007 Stock Plan. The options are exercisable at a price of $0.25
per share, and had a 5-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal
monthly installments. On January 14, 2018, we extended the term of the options from 5-year to 10-year. On February 28, 2021, Dr. Bosch
entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made
no changes to the other terms of such securities. Dr. Bosch received no consideration for entry into such arrangement. The suspension
has continued on a monthly basis since then, with respect to 20,429,456 options. |
| | |
| (11) | On July 2, 2020, we granted 10,798,729 stock options to Dr. Bosch. The options are exercisable at a price of $0.35 per share,
and have a 10-year exercise period. These options were fully vested upon grant. On February 28, 2021, Dr. Bosch entered into a securities
suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made no changes to the other
terms of such securities. Dr. Bosch received no consideration for entry into such arrangement. |
| | |
| (12) | On July 2, 2020, we granted 16,630,726 stock options to Dr. Bosch for service during 2018, 2019 and 2020. The options are exercisable
at a price of $0.35 per share, and have a 10-year exercise period. 50% of these options were vested on the grant date, with the
remainder vesting in monthly installments over one year. On February 28, 2021, Dr. Bosch entered into a securities suspension agreement
with the Company that (i) suspended the exercisability of 13,165,992 of the vested options and (ii) made no changes to the other terms
of such securities. Dr. Bosch received no consideration for entry into such arrangement. |
Employment Agreements
The Company entered into
employment agreements with each of Ms. Powers, Mr. Goldman and Dr. Bosch in 2011. The 2011 agreements have expired. The Company
entered into a new employment agreement with Dr. Bosch, which is currently in effect. The Company plans to enter into new
employment agreements with such executives in due course.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS-EQUITY COMPENSATION PLAN INFORMATION
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding
the beneficial ownership of our common stock as of March 31, 2022 by:
| · | each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our equity securities; |
| · | our directors and nominees for director; |
| · | each of our Named Executive Officers, as defined in Item 402(a)(3) of Regulation S-K; and |
| · | our directors and executive officers as a group. |
Shares of common stock beneficially owned and the
respective percentages of beneficial ownership of common stock assume the exercise of all options, warrants and other securities convertible
into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of March 31, 2022. Shares
issuable pursuant to the exercise of stock options and warrants exercisable on or prior to the date 60 days after March 31, 2022 are deemed
outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stock beneficially owned
by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other
person.
Except as indicated by the footnotes below, we
believe, based on the information furnished to us, that the persons and the entities named in the table have sole voting and investment
power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, if any. The
table below is based upon the information supplied by our transfer agent, Computershare Trust Company, N.A., the Company’s records
and from Schedules 13D and 13G filed with the SEC.
Except as otherwise noted, the address of the individuals
in the following table is c/o Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, MD 20814.
| Name of Beneficial Owner | |
Number of
Shares
Beneficially
Owned | | |
Percentage(1) | |
| Directors and Officers: | |
| | | |
| | |
| Alton L. Boynton, Ph.D.(2) | |
| 20,943,800 | | |
| 2.1 | % |
| Marnix L. Bosch, Ph.D., M.B.A.(3) | |
| 38,891,569 | | |
| 3.9 | % |
| Linda F. Powers(4) | |
| 29,411,759 | | |
| 3.0 | % |
| Leslie J. Goldman(5) | |
| 172,742 | | |
| * | % |
| Dr. Navid Malik(6) | |
| 24,807,288 | | |
| 2.5 | % |
| Jerry Jasinowski(7) | |
| 13,933,095 | | |
| 1.4 | % |
| J. Cofer Black(8) | |
| 6,484,433 | | |
| * | % |
| All executive officers and directors as a group (seven persons) | |
| 134,644,686 | | |
| 12.6 | % |
* Less than 1%
| (1) | Percentage represents beneficial ownership percentage of common stock calculated in accordance with SEC rules and does not equate
to voting percentages. The calculations are based upon 969,692,230 shares of common stock issued and outstanding as of March 31, 2022.
Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares of common stock beneficially
owned and the percentage of ownership of such person, we deemed to be outstanding all shares of common stock subject to options and warrants
currently exercisable or convertible, or exercisable or convertible within 60 days of March 31, 2022. However, we did not deem such shares
outstanding for the purpose of computing the percentage ownership of any other person. |
| (2) | Consists of (i) 12,189 shares of common stock held by Dr. Boynton and (ii) 29,931,611
shares of common stock underlying options held by Dr. Boynton as equity compensation that are exercisable after May 31, 2022. |
| | |
| (3) | Consists of (i) 9802 shares of common stock held by Dr. Bosch and (ii) 38,881,767 shares of common stock underlying options
held by Dr. Bosch as equity compensation that are exercisable after May 31, 2022. |
| | |
| (4) | Consists of 29,411,759 shares of common stock held by Ms. Powers. Ms. Powers entered into a Letter Agreement with the Company pursuant
to which Ms. Powers does not have the right to effect the exercise or conversion of any options, warrants and other derivative securities,
as applicable, to acquire shares of the Company’s common stock, unless Ms. Powers provides the Company 61 calendar days advance
notice of such exercise or conversion to the corporate secretary of the Company. As a result, such options, warrants and other derivative
securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934,
as amended. |
| | |
| (5) | Consists of 172,742 shares of common stock held by Mr. Goldman. Mr. Goldman entered into a Letter Agreement with the Company
pursuant to which Mr. Goldman does not have the right to effect the exercise or conversion of any options, warrants and other derivative
securities, as applicable, to acquire shares of the Company’s common stock, unless Mr. Goldman provides the Company 61 calendar
days advance notice of such exercise or conversion to the corporate secretary of the Company As a result, such options, warrants and other
derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange
Act of 1934, as amended. |
| | |
| (6) | Consists of (i) 10,000 shares of common stock held by Dr. Malik and (ii) 24,797,288 shares of common stock underlying options that
are exercisable after May 31, 2022. |
| | |
| (7) | Consists of (i) 2,605,818 shares of common stock held by Mr. Jasinowski, (ii) 716,386 shares of common stock underlying warrants that
are exercisable after May 31, 2022, and (iii) 10,610,891 shares of common stock underlying options that are exercisable after May 31,
2022. |
| | |
| (8) | Consists of 6,484,433 shares of common stock underlying options held by Ambassador Black that are exercisable after May 31, 2022. |
EQUITY COMPENSATION PLAN INFORMATION
On May 29, 2020, the Board
of Directors of the Company approved a new equity compensation plan (the “Plan”). The Company’s prior plan was adopted
in 2007, was updated in amended and restated plans that were approved by shareholders in 2012 and 2013, and expired in 2017 (the “Prior
Plan”).
The Plan is substantially
similar to the Prior Plan. The Plan has a 10-year life, and allows for awards to employees, directors and consultants of the Company,
as did the Prior Plan. The Plan allows for any type of equity security to be awarded, as did the Prior Plan. The awards and their terms
(including vesting) will be determined by the Board and applicable Committees, as was the case under the Prior Plan. The Plan establishes
a pool of potential equity compensation equal to twenty percent of the outstanding securities of the Company, which is on an evergreen
basis as under the Prior Plan.
On
February 25, 2022, the Company amended its existing Equity Compensation Plan, which was adopted in 2020 as previously reported.
The amendment provides that the possible forms of awards under the Plan include awards paid in cash or awards paid in a combination of
cash and equity, in addition to the existing provisions for awards made in any form of equity. The amendment also clarifies that
a delegation of authority from the Board to a Committee may be either a general delegation or a delegation for a specific occasion.
ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Advent BioServices, Ltd.
Advent BioServices, Ltd. (“Advent”)
is a related party based in the U.K. and owned by Toucan Holdings, which is controlled by our Chairperson and Chief Executive Officer,
Linda F. Powers. Advent was previously the U.K. branch of Cognate until it was spun off from Cognate in late 2016. Since then, Advent
has operated independently of Cognate, providing manufacturing and related services for production of DCVax-L products for Europe. On
November 8, 2019, the Company entered into an Ancillary Services Agreement with an initial eight-month term for the U.K. Facility
Development Activities and Compassionate Use Program Activities, which is described in Note 10 of the financial statements included in
the Company’s 2019 Annual Report. This Ancillary service agreement was extended during 2020 for another year, and then again during
2021, to allow the submission and processing of SOWs for work performed under the Agreement, some of which applied to services performed
in prior periods. SOWs were presented during 2020 and were included in the Company’s 2020 Annual Report, including providing an
immaterial revision to show the effects of the costs under these SOWs on previous periods. In 2021, additional services were provided
by Advent to complete Phase I build out, obtain facility licenses, and supporting the compassionate use program. The total amount paid
by the Company to Advent during 2021 for services by Advent in 2021 was approximately $9.4 million. In addition, during 2021 the Company
paid Advent approximately $3.88 million for work that was done and invoiced by Advent prior to 2021, but which the Company did not pay
for when due in the prior periods. On December 31, 2021, the Company entered into a Sub-lease Agreement with Advent for 14,459 of the
88,000 square foot space in the Sawston facility which is leased by the Company under a separate head lease with a different counterparty.
Related-Party Transaction Approval Policy
Under SEC rules, related-party transactions are
those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the
average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers
or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements
with respect to employment or board membership. Any transactions with any person who is, or at any time since the beginning of the Company’s
fiscal year was, a director or executive officer or a nominee to become a director of the Company, any person who is known to be the beneficial
owner of more than 5% of any class of the Company’s voting securities, any immediate family member or person sharing the household
of any of the foregoing persons, any firm, corporation or other entity in which any of the foregoing persons is a partner or principal,
is subject to approval or ratification in accordance with the procedures of the Company’s Related-Party Transaction Policy.
Conflicts Committee
The Conflicts Committee of the Board reviews and
approves all related-party matters and transactions for potential conflicts of interests and reasonableness, as described in the Corporate
Governance Matters section above. The Conflicts Committee’s one-time review and approval of any series of similar related-party
transactions (such as a series of transactions governed by a single contract) suffices to satisfy this policy with respect to each and
every transaction in the series.
DIRECTOR INDEPENDENCE
Our Board of Directors has
undertaken a review of the independence of our directors and has determined that a majority of the Board consists of members who are currently
“independent” as that term is defined within the meaning of Section 5605(a)(2) of the Nasdaq Stock Market Rules. The Board
of Directors has determined each of Messrs. Malik and Jasinowski, and Ambassador Black to be independent.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
PRINCIPAL ACCOUNTANT FEES
AND SERVICES
Fees Paid to Independent Public Accountants
Cherry Bekaert was engaged in January 2021 to serve
as our independent public accounting firm beginning with the fiscal year ended December 31, 2020. Marcum served as our independent public
accounting firm for the fiscal years ended December 31, 2017, 2018 and 2019, and was engaged to serve in such capacity for 2020.
Audit Fees
The aggregate fees billed for the fiscal years
ended December 31, 2021 for professional services rendered by Cherry Bekaeart for the audit of our annual financial statements for 2021,
an independent audit of the Company’s internal controls for 2021, and the review our financial statements included in our quarterly
reports on Form 10-Q for 2021 was $550,000. The fees billed in connection with the fiscal year ended December 31, 2021 for consultation
and consents from Marcum for the audit of our annual financial statement for 2021 was approximately $31,000.
The aggregate fees billed in connection with the
fiscal year ended December 31, 2020 for professional services rendered by Cherry Bekaert for the audit of our annual financial statement
for 2020, including the review of the financial statement information included in our Quarterly Reports on Form 10-Q during 2020, was
$300,000. The aggregate fees billed for the fiscal years ended December 31, 2020 for professional services rendered by Marcum for review
of our financial statements included in our quarterly reports on Form 10-Q and consultations and consents was approximately $623,000.
Audit-Related Fees
There were no fees billed in the fiscal years ended
December 31, 2021 and 2020 for assurance and related services rendered by Cherry Bekaert or Marcum related to the performance of the audit
or review of our financial statements.
Tax and Other Non-Audit Professional Services
There were no fees billed in the fiscal years ended
December 31, 2021 and 2020 for professional services rendered by Cherry Bekaert or Marcum for tax related services or other non-audit
professional services fees.
Policy on Audit Committee Pre-Approval of Audit and Permissible
Non-Audit Services
Consistent with SEC policies
and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit
services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval
of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services
by category and service. Our Audit Committee pre-approved all of the services provided by our principal accountants during the fiscal
years ended December 31, 2021 and 2020.