8-K

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) March 30, 2006

NORTHWEST BIOTHERAPEUTICS, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE
(STATE OR OTHER	0-33393	94-3306718
JURISDICTION	(COMMISSION FILE	(I.R.S. EMPLOYER
OF INCORPORATION)	NUMBER)	IDENTIFICATION NO.)

18701 120th Avenue NE, Suite 101, Bothell, WA 98011
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (425) 608-3000

INAPPLICABLE
(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 3.02 Unregistered Sales of Equity Securities.

On March 30, 2006 Northwest Biotherapeutics, Inc. (the “Company”) issued an aggregate of 1,029,558 shares of its common stock to two former employees as a result of the net exercise of warrants to purchase an aggregate of 1,111,108 shares of common stock at $0.04 per share held by those individuals.

On April 7, 2006, the Company issued 482,091 shares of its common stock to an accredited investor as a result of the net exercise of the warrant to purchase 714,825 shares of common stock at $0.14 per share acquired by such investor pursuant to the Company’s private placement of common stock and warrants which closed on April 4, 2006.

In each case, the shares of common stock were offered and sold in reliance upon exemptions from registration pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended as an exchange of securities where no commission or other remuneration is paid or given directly or indirectly for soliciting the exchange. At the time of their issuance, the above described shares of common stock will be deemed to be restricted securities for purposes of the Securities Act of 1933, as amended.

ITEM 3.03 Material Modification to Rights of Security Holders.

The information in Item 5.03 is incorporated herein by reference.

ITEM 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 25, 2006, the Company’s Board of Directors approved an amendment (the “Bylaw Amendment”) to its Second Amended and Restated Bylaws (the “Bylaws”) to permit its stockholders to take formal actions by written consent, which was previously prohibited by the Bylaws. The Bylaw Amendment is effective without any action on the part of the Company’s stockholders. A copy of the Bylaw Amendment is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit No.	Description
3.1	First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc.

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.

NORTHWEST BIOTHERAPEUTICS, INC.
By	/s/ Alton Boynton
	Alton L. Boynton
	President

EX-3.1

                                                                     EXHIBIT 3.1

                 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
                                    BYLAWS OF
                         NORTHWEST BIOTHERAPEUTICS, INC.

Sections 2.9, 2.10 and 2.14 of the Second Amended and Restated Bylaws of
Northwest Biotherapeutics, Inc. are amended to read in their entirety as
follows:

         SECTION 2.9 PROXIES. Each stockholder entitled to vote at a meeting of
         stockholders or to express consent or dissent to corporate action in
         writing without a meeting may authorize another person or persons to
         act for such stockholder by proxy authorized by an instrument in
         writing or by a transmission permitted by law filed in accordance with
         the procedure established for the meeting, but no such proxy shall be
         voted or acted upon after three years from its date, unless the proxy
         provides for a longer period. The revocability of a proxy that states
         on its face that it is irrevocable shall be governed by the provisions
         of Section 212 of the DGCL.

         SECTION 2.10 RECORD DATE FOR STOCKHOLDER NOTICE; VOTING; GIVING
         CONSENTS. In order that the Company may determine the stockholders
         entitled to notice of or to vote at any meeting of stockholders or any
         adjournment thereof, or entitled to express consent to corporate action
         in writing without a meeting, or entitled to receive payment of any
         dividend or other distribution or allotment of any rights, or entitled
         to exercise any rights in respect of any change, conversion or exchange
         of stock or for the purposes of any other lawful action, the Board of
         Directors may fix a record date, which record date shall not precede
         the date upon which the resolution fixing the record date is adopted by
         the Board of Directors and which record date:

                  (i) in the case of determination of stockholders entitled to
         notice of or to vote at any meeting of stockholders or adjournment
         thereof, shall, unless otherwise required by law, not be more than
         sixty nor less than ten days before the date of such meeting;

                  (ii) in the case of determination of stockholders entitled to
         express consent to corporate action in writing without a meeting, shall
         not be more than ten days after the date upon which the resolution
         fixing the record date is adopted by the Board of Directors; and

                  (iii) in the case of determination of stockholders for any
         other action, shall not be more than sixty days prior to such other
         action.

                  If no record date is fixed by the Board of Directors:

                  (i) the record date for determining stockholders entitled to
         notice of or to vote at a meeting of stockholders shall be at the close
         of business on the day next

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         preceding the day on which notice is given, or, if notice is waived, at
         the close of business on the day next preceding the day on which the
         meeting is held;

                  (ii) the record date for determining stockholders entitled to
         express consent to corporate action in writing without a meeting when
         no prior action of the Board of Directors is required by law, shall be
         the first date on which a signed written consent setting forth the
         action taken or proposed to be taken is delivered to the Company in
         accordance with applicable law, or if prior action by the Board of
         Directors is required by law, shall be at the close of business on the
         day on which the Board of Directors adopts the resolution taking such
         prior action; and

                  (iii) the record date for determining stockholders for any
         other purposes shall be at the close of business on the day on which
         the Board of Directors adopts the resolution relating thereto.

                  A determination of stockholders of record entitled to notice
         of or to vote at a meeting of stockholders shall apply to any
         adjournment of the meeting; provided, however, that the Board of
         Directors may fix a new record date for the adjourned meeting.

         SECTION 2.14 ACTION WITHOUT MEETING. Unless otherwise provided in the
         certificate of incorporation, any action required by the DGCL to be
         taken at any annual or special meeting of stockholders of a
         corporation, or any action which may be taken at any annual or special
         meeting of such stockholders, may be taken without a meeting, without
         prior notice, and without a vote, if a consent or consents in writing,
         setting forth the action so taken, shall be signed by the holders of
         outstanding stock having not less than the minimum number of votes that
         would be necessary to authorize or take such action at a meeting at
         which all shares entitled to vote thereon were present and voted.
         Prompt notice of the taking of the corporate action without a meeting
         by less than unanimous written consent shall be given to those
         stockholders who have not consented in writing and who, if the action
         had been taken at a meeting, would have been entitled to notice of the
         meeting if the record date for such meeting had been the date that
         written consents signed by a sufficient number of holders to take the
         action were delivered to the Company as provided in Section 228 of the
         DGCL. In the event that the action which is consented to is such as
         would have required the filing of a certificate under any provision of
         the DGCL, if such action had been voted on by stockholders at a meeting
         thereof, the certificate filed under such provision shall state, in
         lieu of any statement required by such provision concerning any vote of
         stockholders, that written consent has been given in accordance with
         Section 228 of the DGCL.

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                            CERTIFICATE OF SECRETARY

I, Alton L. Boynton, the duly appointed Secretary of Northwest Biotherapeutics,
Inc. hereby certify that the foregoing First Amendment to Second Amended and
Restated Bylaws of Northwest Biotherapeutics, Inc. constitutes the amendment as
adopted by the Board of Directors on April 25, 2006.

                                        -------------------------------
                                        Alton L. Boynton, Secretary

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