10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020

OR

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to _______

Commission File Number: 001-35737

NORTHWEST BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	94-3306718
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4800 Montgomery Lane, Suite 800, Bethesda, MD 20814

(Address of principal executive offices) (Zip Code)

(240) 497-9024

(Registrant's telephone number)

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 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 (§232.405 of this chapter) 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, 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.

Large accelerated filer	¨	Accelerated filer	x
Non-accelerated filer	¨	Smaller reporting company	x
		Emerging growth company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes      ¨       No       x

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.         ¨

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NWBO	OTCQB

As of June 12, 2020, the total number of shares of common stock, par value $0.001 per share, outstanding was 710,282,469.

NORTHWEST BIOTHERAPEUTICS, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION		3
Item 1.	Condensed Consolidated Interim Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of March 31, 2020 and December 31, 2019	3
	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three months ended March 31, 2020 and 2019	4
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) for the three months ended March 31, 2020 and 2019	5
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2020 and 2019	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	25
PART II - OTHER INFORMATION		25
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	26
Item 6.	Exhibits	26
SIGNATURES		27

PART I - FINANCIAL INFORMATION

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

(Unaudited)  

	March 31,			December 31,
	2020			2019
ASSETS
Current assets:
Cash and cash equivalents	$	764		$	372
Prepaid expenses and other current assets		2,844			2,828
Total current assets		3,608			3,200
Non-current assets:
Property, plant and equipment, net		317			281
Construction in progress		171			171
Right-of-use asset, net		4,334			4,679
Other assets		753			798
Total non-current assets		5,575			5,929
TOTAL ASSETS	$	9,183		$	9,129
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	7,173		$	6,348
Accounts payable and accrued expenses to related parties and affiliates		823			842
Convertible notes, net		1,563			568
Convertible notes to related party, net		252			-
Notes payable, net		10,501			5,501
Notes payable to related party		-			66
Contingent payable derivative liability		6,679			7,261
Warrant liability		12,106			20,213
Shares payable		178			-
Lease liabilities		384			395
Total current liabilities		39,659			41,194
Non-current liabilities:
Note payable, net of current portion, net		-			6,588
Lease liabilities, net of current portion		4,516			4,914
Total non-current liabilities		4,516			11,502
Total liabilities		44,175			52,696
COMMITMENTS AND CONTINGENCIES (Note 11)
Stockholders' deficit:
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of March 31, 2020 and December 31, 2019, respectively		-			-
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 662.1 million and 614.3 million shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively		662			614
Additional paid-in capital		799,660			794,900
Stock subscription receivable		(10	)		(10	)
Accumulated deficit		(837,181	)		(839,907	)
Accumulated other comprehensive income		1,877			836
Total stockholders' deficit		(34,992	)		(43,567	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	9,183		$	9,129

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

3

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(Unaudited)

	For the three months ended
	March 31,
	2020			2019
Revenues:
Research and other	$	570		$	339
Total revenues		570			339
Operating costs and expenses:
Research and development		3,757			3,004
General and administrative		4,171			3,562
Legal expenses		375			1,539
Total operating costs and expenses		8,303			8,105
Loss from operations		(7,733	)		(7,766	)
Other income (expense):
Change in fair value of derivative liabilities		12,927			(12,021	)
Loss from extinguishment of debt		(715	)		(788	)
Interest expense		(625	)		(756	)
Foreign currency transaction gain (loss)		(1,128	)		385
Total other income (expense)		10,459			(13,180	)
Net income (loss)	$	2,726		$	(20,946	)
Other comprehensive income (loss)
Foreign currency translation adjustment		1,041			56
Total comprehensive income (loss)	$	3,767		$	(20,890	)
Net earnings (loss) per share applicable to common stockholders
Basic	$	0.00		$	(0.04	)
Diluted	$	0.00		$	(0.04	)
Weighted average shares used in computing basic earnings (loss) per share		640,390			529,133
Weighted average shares used in computing diluted earnings (loss) per share		648,858			529,133

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

4

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands)

(Unaudited)

													Accumulated
					Additional								Other		Total
	Common Stock				Paid-in		Subscription			Accumulated			Comprehensive		Stockholders'
	Shares		Par value		Capital		Receivable			Deficit			Income		Equity (Deficit)
Balance at January 1, 2020		614,292	$	614	$	794,900	$	(10	)	$	(839,907	)	$	836	$	(43,567	)
Issuance of common stock and warrants for cash in a registered direct offering (net of $3.6 million warrant liability and $0.4 million cash offering cost)		34,466		34		2,011		-			-			-		2,045
Issuance of common stock and warrants for conversion of debt and accrued interest		12,417		13		2,386		-			-			-		2,399
Stock-based compensation		973		1		363		-			-			-		364
Net income		-		-		-		-			2,726			-		2,726
Cumulative translation adjustment		-		-		-		-			-			1,041		1,041
Balance at March 31, 2020		662,148	$	662	$	799,660	$	(10	)	$	(837,181	)	$	1,877	$	(34,992	)

													Accumulated
					Additional								Other		Total
	Common Stock				Paid-in		Subscription			Accumulated			Comprehensive		Stockholders'
		Shares		Par value		Capital		Receivable			Deficit			Income		Equity (Deficit)
Balance at January 1, 2019		523,232	$	523	$	775,741	$	(10	)	$	(824,413	)	$	1,000	$	(47,159	)
Warrants exercised for cash		2,986		3		685		-			-			-		688
Reclassification of warrant liabilities related to warrants exercised for cash		-		-		509		-			-			-		509
Issuance of common stock and warrants for conversion of debt and accrued interest		10,873		11		2,990		-			-			-		3,001
Stock-based compensation		-		-		553		-			-			-		553
Cumulative effect of adopting new accounting standard		-		-		-		-			4,802			-		4,802
Net loss		-		-		-		-			(20,946	)		-		(20,946	)
Cumulative translation adjustment		-		-		-		-			-			56		56
Balance at March 31, 2019		537,091	$	537	$	780,478	$	(10	)	$	(840,557	)	$	1,056	$	(58,496	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. 

5

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

`	For the three months ended
	March 31,
	2020			2019
Cash Flows from Operating Activities:
Net income (loss)	$	2,726		$	(20,946	)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization		14			2
Amortization of debt discount		343			296
Change in fair value of derivatives		(12,927	)		12,021
Loss from extinguishment of debt		715			788
Amortization of operating lease right-of-use asset		80			26
Stock-based compensation for services		364			553
Subtotal of non-cash charges		(11,411	)		13,686
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(78	)		(705	)
Other non-current assets		-			9
Accounts payable and accrued expenses		1,208			(65	)
Related party accounts payable and accrued expenses		(19	)		(1,859	)
Lease liabilities		35			129
Net cash used in operating activities		(7,539	)		(9,751	)
Cash Flows from Investing Activities:
Additional cost of leasehold improvement related to UK construction		-			(164	)
Purchase of equipment		(62	)		-
Net cash used in investing activities		(62	)		(164	)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and warrants in a registered direct offering, net		5,671			-
Proceeds from exercise of warrants		-			688
Proceeds from issuance of notes payable, net		-			4,000
Proceeds from issuance of convertible notes payable, net		1,000			-
Proceeds from issuance of convertible notes payable to related party		240			-
Proceeds from investor advance		178			-
Repayment of notes payable		-			(420	)
Repayment of notes payable to related parties		(64	)		(329	)
Net cash provided by financing activities		7,025			3,939
Effect of exchange rate changes on cash and cash equivalents		968			40
Net increase (decrease) in cash and cash equivalents		392			(5,936	)
Cash and cash equivalents, beginning of the year		372			22,224
Cash and cash equivalents, end of the year	$	764		$	16,288
Supplemental disclosure of cash flow information
Interest payments on notes payable	$	-		$	(43	)
Interest payments on notes payable to related party	$	(9	)	$	(131	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)

	For the three months ended
	March 31,
	2020		2019
Supplemental schedule of non-cash investing and financing activities:
Reclassification of warrant liabilities related to warrants exercised for cash	$	-	$	509
Issuance of common stock and warrants for conversion of debt and accrued interest	$	1,789	$	2,213
Offering cost related to warrant liability	$	2,606	$	-
Issuance of warrants in conjunction with convertible note payable	$	79	$	-
Issuance of warrants in conjunction with convertible note payable to related party	$	-	$	-
Issuance of warrants in connection with debt modification	$	315	$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

1. Organization and Description of Business

Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio GmbH, Aracaris Ltd, Aracaris Capital, Ltd, and Northwest Biotherapeutics B.V. (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers.

The Company relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements. The companies are Cognate BioServices in the U.S. and Advent BioServices (a related party) in the U.K. Both of these companies specialize in the production of living cell products.

2. Financial Condition, Going Concern and Management Plans

The Company has incurred annual net operating losses since its inception. Management believes that the Company has access to capital resources through the sale of equity and debt financing arrangements. However, the Company has not secured any commitments for new financing for this specific purpose at this time.

The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to R&D and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues.  Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations.  If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.

Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

The COVID-19 situation, and related restrictions and lockdowns, have adversely affected the Company’s programs and may continue to adversely affect them. However, despite these difficulties, the Company believes that it is still substantially on track with the milestone timelines announced at the Annual Meeting. Examples of effects of the COVID-19 situation include the following:  the process for completion of the final data collection from trial sites for the Phase 3 trial has been materially slowed by the inability to perform in-person monitoring visits by the contract research organization, by very limited availability of investigators and staff at trial sites (many of whom have been reassigned to treating COVID-19 patients), and substantially longer timeframes for Institutional Review Board or Ethics Committee meetings and regulatory processes for matters other than COVID-19. The Company has been unable to undertake compassionate use cases during part of March and during Q2, due to lockdowns, travel restrictions and hospitals focusing most of their personnel and resources on COVID-19 patients. In addition, manufacturing of DCVax products is impeded by personnel being under lockdown, and the buildout of the Sawston facility has been delayed by the construction sector shutdown and restrictions. The Company anticipates that such effects of the COVID-19 situation may continue for an extended period of time.  However, the Company is exploring possible ways of mitigating these effects, such as employing double shifts for some of the Sawston facility buildout.

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation.

8

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit), and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at March 31, 2020 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2020.

Use of Estimates

In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report.

Recent Accounting Standards Not Yet Adopted

Income Taxes 

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures   

4. Fair Value Measurements

In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:

Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date

Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable

Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020 and December 31, 2019 (in thousands):

	Fair value measured at March 31, 2020
	Fair value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	March 31, 2020		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	12,106	$	-	$	-	$	12,106
Embedded conversion option		12		-		-		12
Contingent payable derivative liability		6,679		-		-		6,679
Total fair value	$	18,797	$	-	$	-	$	18,797

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NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

	Fair value measured at December 31, 2019
	Fair value at		Quoted prices in active markets		Significant other observable inputs		Significant unobservable inputs
	December 31, 2019		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	20,213	$	-	$	-	$	20,213
Contingent payable derivative liability		7,261		-		-		7,261
Total fair value	$	27,474	$	-	$	-	$	27,474

There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2020.

The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).   

	Warrant Liability			Embedded Conversion Option		Contingent Payable Derivative Liability			Total
Balance – January 1, 2020	$	20,213		$	-	$	7,261		$	27,474
Additional warrant liability		4,239			-		-			4,239
Additional embedded conversion option		-			11		-			11
Change in fair value		(12,346	)		1		(582	)		(12,927	)
Balance – March 31, 2020	$	12,106		$	12	$	6,679		$	18,797

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of March 31, 2020 and December 31, 2019 is as follows:

	As of March 31, 2020
	Warrant Liability			Embedded Conversion Option			Contingent Payable Derivative Liability
Strike price	$	0.26		$	0.25		$	0.16	*
Remaining contractual term (years)		1.3			5.0			1.5
Volatility (annual)		81	%		95	%		73	%
Risk-free rate		0	%		0	%		0	%
Dividend yield (per share)		0	%		0	%		0	%

	As of December 31 2019
	Warrant Liability			Contingent Payable Derivative Liability
Strike price	$	0.21		$	0.21	*
Remaining contractual term (years)		1.4			1.0
Volatility (annual)		74	%		62	%
Risk-free rate		2	%		2	%
Dividend yield (per share)		0	%		0	%

* contingent payable derivative liability based on stock price as of March 31, 2020 and December 31, 2019

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NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS 

5. Stock-based Compensation

During the three months ended March 31, 2020, the Company issued approximately 1.0 million shares of its common stock to a third-party consultant performing media and investor relations services. The Company recorded approximately $0.2 million of stock-based compensation expense based on the fair value on the grant date.

The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2020 (amount in thousands, except per share number):

	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in years)		Total Intrinsic Value
Outstanding as of January 1, 2020		104,659		$	0.24		8.4	$	-
Forfeited/expired		(1,250	)		0.21		-		-
Outstanding as of March 31, 2020		103,409		$	0.24		8.1	$	-
Options vested and exercisable		99,167		$	0.24		8.1	$	-

The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2020 and 2019 (in thousands):

	For the three months ended
	March 31,
	2020			2019
Research and development	$	(23	)	$	104
General and administrative (1)		387			449
Total stock-based compensation expense	$	364		$	553

(1) The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees.

The total unrecognized compensation cost was approximately $0.3 million as of March 31, 2020, and will be recognized over the next 2.8 years.

6. Property & Equipment

Property and equipment consist of the following at March 31, 2020 and December 31, 2019 (in thousands):

	March 31,			December 31,			Estimated
	2020			2019			Useful Life
Leasehold improvements	$	230		$	186		Lesser of lease term or estimated useful life
Office furniture and equipment		63			59		3 years
Computer equipment and software		610			611		3 years
Land in the United Kingdom		84			90		NA
		987			946
Less: accumulated depreciation		(670	)		(665	)
Total property, plant and equipment, net	$	317		$	281
Construction in progress	$	171		$	171

 Depreciation expenses were approximately $14,000 and $2,000 for the three months ended March 31, 2020 and 2019.

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NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

7. Outstanding Debt

The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively (amount in thousands):

	Maturity Date	Stated Interest Rate			Conversion Price		Face Value		Remaining Debt Discount			Embedded Conversion Option		Carrying Value5
Short term convertible notes payable
6% unsecured (1)	Due		6	%	$	3.09	$	135	$	-		$	-	$	135
10% unsecured (2)	Various		10	%	$	0.21		1,500		(72	)		-		1,428
								1,635		(72	)		-		1,563
Short term convertible notes payable - related parties
10% unsecured - Related Parties (3)	On Demand		10	%		N/A		240		-			12		252
								240		-			12		252
Short term notes payable
8% unsecured (4)	Various		8	%		N/A		6,146		(357	)		-		5,789
10% unsecured (5)	Various		10	%		N/A		3,551		(386	)		-		3,165
12% unsecured (6)	On Demand		12	%		N/A		440		-			-		440
0% unsecured (7)	8/1/2020		0	%		N/A		1,156		(49	)		-		1,107
								11,293		(792	)		-		10,501
Ending balance as of March 31, 2020							$	13,168	$	(864	)	$	12	$	12,316

	Maturity Date	Stated Interest    Rate			Conversion Price		Face Value		Remaining Debt Discount			Carrying Value
Short term convertible notes payable
6% unsecured (1)	Due		6	%	$	3.09	$	135	$	-		$	135
10% unsecured (2)	4/18/2020		10	%	$	0.22		500		(67	)		433
								635		(67	)		568
Short term notes payable
8% unsecured (4)	Various		8	%		N/A		555		(43	)		512
10% unsecured (5)	Various		10	%		N/A		3,551		(73	)		3,478
12% unsecured (6)	On Demand		12	%		N/A		440		-			440
0% unsecured (7)	8/1/2020		0	%		N/A		1,156		(85	)		1,071
								5,702		(201	)		5,501
Short term notes payable - related parties
10% unsecured - Related Parties (8)	On Demand		10	%		N/A		66		-			66
								66		-			66
Long term notes payable
8% unsecured (4)	Various		8	%		N/A		7,008		(420	)		6,588
								7,008		(420	)		6,588
Ending balance as of December 31, 2019							$	13,411	$	(688	)	$	12,723

(1)

This $135,000 note as of March 31, 2020 and December 31, 2019 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents.

(2)

In February 2020, the Company entered into multiple one-year convertible notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $1.0 million. The Notes are convertible at $0.21 and bear interest at the rate of 10% per annum. Upon issuance of the Notes, the Holders also received a 2-year warrant to purchase a total of 1.4 million common shares at an exercise price of $0.35 per share. The fair value of the warrants was approximately $79,000 on the grant date.

(3) On February 13, 2020, the Company’s Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000, and the Company entered into a convertible note agreement for this amount (the “Goldman Note”). The Goldman Note bears interest rate at 10% per annum, and is repayable upon 15 days' notice from the holder.   The principal and interest of the Goldman Note is convertible at $0.25 per share. Additionally, the Company agreed to issue 0.5 million warrants (the “Warrants”) in conjunction with the Goldman Note. The Goldman Note also contains 50% warrants coverage upon conversion. The warrants have five-year term and have an exercise price of $0.25.

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NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

The fair value of the Warrants was approximately $48,000, which were recorded as debt discount at the issuance date. Additionally, the Goldman Note contains embedded conversion options, that were determined to require bifurcation. The fair value of the conversion option was approximately $11,000 on the issuance date, which was recorded as additional debt discount. The Company recorded $59,000 interest expenses as amortization of this debt discount immediately as the term is on demand.

(4)	During the three months ended March 31, 2020, the Company converted approximately $1.4 million of principal and $0.4 million of accrued interest into approximately 12.4 million shares of the Company’s common stock at a fair value of $2.4 million. The Company recorded approximately $0.6 million in debt extinguishment loss from this conversion.
(5)	The approximate $3.6 million as of March 31, 2020 and December 31, 2019 consists of various promissory notes that were issued between October 1, 2018 and November 7, 2018. On March 30, 2020, the Company entered into a Note Extension Agreement (the “Agreement”) with multiple holders with the following major adjustments: -      Extended existing $3.0 million promissory notes’ maturity dates to November 24, 2020; -      Issued a new 2-year warrant for up to 9.7 million shares of the Company’s common stock at an exercise price of $0.20 per share valued at $487,000 on the amendment date; The amended promissory note Agreements total were approximately $3.0 million. Approximately $2.0 million in notes were treated as a debt modification and the remaining $1.0 million note was treated as a debt extinguishment for accounting purposes. The Company recorded approximately $0.1 million loss on debt extinguishment.
(6)	The $440,000 balance as of March 31, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000.
(7)	On May 28, 2019, the Company issued a deferred note to a third-party vendor pursuant to a settlement agreement resolving past matters and providing for the restart of DCVax®-Direct Production. As of March 31, 2020, the deferred note had $1.2 million principal outstanding.
(8)	On September 26, 2018, Advent BioServices (“Advent”), a related party of the Company, provided a short-term loan in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the three months ended March 31, 2020, the Company made full repayment to Advent, including all outstanding interest.

The following table summarizes total interest expenses related to outstanding notes for the three months ended March 31, 2020 and 2019, respectively (in thousands):

	For the three months ended
	March 31,
	2020		2019
Interest expenses related to outstanding notes:
Contractual interest	$	275	$	268
Amortization of debt discount		284		296
Total interest expenses related to outstanding notes		559		564
Interest expenses related to outstanding notes to related parties:
Contractual interest		4		191
Amortization of debt discount		59		-
Total interest expenses related to outstanding notes to related parties		63		191
Other interest expenses		3		1
Total interest expense	$	625	$	756

8. Net Earnings (Loss) per Share Applicable to Common Stockholders

Basic earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company’s convertible notes, warrants and vested and unvested stock options.

13

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data):

	For the three months ended
	March 31,
	2020		2019
Net earnings (loss) - basic	$	2,726	$	(20,946	)
Interest on convertible notes		173		-
Net earnings (loss) - diluted	$	2,899	$	(20,946	)
Weighted average shares outstanding - basic		640,390		529,133
Convertible notes and accrued interest		8,468		-
Weighted average shares outstanding - diluted		648,858		529,133

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands):

	For the three months ended
	March 31,
	2020		2019
Common stock options		103,409		100,159
Common stock warrants		365,706		357,428
Contingently issuable warrants		11,739		11,739
Convertible notes and accrued interest		-		29,516
Potentially dilutive securities		480,854		498,842

9. Related Party Transactions

Advent BioServices Agreement

The Company has a Manufacturing Services Agreement with Advent BioServices for manufacture of DCVax-L products at an existing facility in London, as previously reported.  The Company also has an Ancillary Services Agreement with Advent, which establishes a structure under which Advent will submit Statements of Work (“SOWs”) for activities related to the development of the Sawston facility and the compassionate use activities in the UK, as previously reported.  To date, Advent has not yet submitted SOWs and the Company has not yet made any payments.

Related Party Expenses and Accounts Payable

The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three months ended March 31, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below):

	For the three months ended
	March 31,
	2020		2019
Advent BioServices	$	1,324	$	1,450

The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2020 and December 31, 2019 (amount in thousands). These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods.

	March 31,		December 31,
	2020		2019
Advent BioServices	$	820	$	834

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NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Related Parties Loans

Advent BioServices Note

Advent BioServices provided a short-term loan to the Company in the amount of $65,000 on September 26, 2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company.

During the three months ended March 31, 2020, the Company made full repayment of $73,000 to Advent, including all outstanding interest.

Leslie Goldman - Demand Loan

During the three months ended March 31, 2020, the Company’s Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000 pursuant to a convertible note. The note bears interest rate at 10% per annum and fifty percent warrant coverage, and is repayable upon 15 days' notice from the holder. The note is convertible, in whole or in part, into stock together with warrants. This note is still outstanding as of March 31, 2020.

The following table summarizes total interest expenses related to outstanding notes to related parties for the three months ended March 31, 2020 and 2019, respectively (in thousands):

	For the three months ended
	March 31,
	2020		2019
Interest expenses related to outstanding notes to related parties:
Contractual interest	$	4	$	191
Amortization of debt discount		59		-
Total interest expense	$	63	$	191

10. Stockholders’ Deficit

Common Stock

Registered Direct Offering

During the three months ended March 31, 2020, the Company issued an aggregate of 34.5 million shares of its common stock in a registered direct offering (the “Offering”). The net proceeds from the Offering were approximately $5.7 million, after deducting offering costs of $0.4 million paid by the Company.

In connection with the Offering, the Company also issued approximately 8.5 million 2-year term warrants with an exercise price of $0.25 per share to the investors and approximately 0.8 million 2-year term warrants with an exercise price between $0.17 and $0.21 per share to placement agent in this direct offering. The fair value of these new issued warrants was approximately $1.0 million. Additionally, the Company agreed to extend by twelve months the maturity date of certain existing warrants already held by some of those investors. The Company recorded an incremental change of approximately $2.5 million on the fair value of warrants due to the modifications, which was recorded as part of offering cost during the three months ended March 31, 2020.

Debt Conversion

During the three months ended March 31, 2020, the Company converted approximately $1.8 million outstanding debt and interest into 12.4 million shares of common stock.

15

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Stock Purchase Warrants

The following is a summary of warrant activity for the three months ended March 31, 2020 (dollars in thousands, except per share data):

	Number of Warrants			Weighted Average Exercise Price		Remaining Contractual Term
Outstanding as of January 1, 2020		359,473		$	0.27		1.42
Warrants granted		20,965			0.23
Warrants expired and cancellation		(2,993	)		-
Outstanding as of March 31, 2020		377,445		$	0.26		1.32

11. Commitments and Contingencies

Operating Lease

The Company adopted ASC Topic 842 - Leases as of January 1, 2019, using the transition method wherein entities were allowed to initially apply the new leases standard at adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The Company has operating leases for corporate offices in the U.S., U.K., Germany and the Netherlands, and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The renewal options have not been included in the calculation of the lease liabilities and right-of-use (“ROU”) assets as the Company is not reasonably certain to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense.

At March 31, 2020, the Company had operating lease liabilities of approximately $4.9 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. ROU assets of approximately $4.3 million for the Sawston lease and US office lease were included in the consolidated balance sheet.

The following summarizes quantitative information about the Company’s operating leases:

	For the Three Months ended
	March 31, 2020
	U.K			U.S			Total
Lease cost
Operating lease cost	$	152		$	82		$	234
Short-term lease cost		12			-			12
Variable lease cost		45			4			49
Total	$	209		$	86		$	295
Other information
Operating cash flows from operating leases	$	-		$	(244	)	$	(244	)
Weighted-average remaining lease term – operating leases		10.0			0.9
Weighted-average discount rate – operating leases		12	%		12	%

16

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

	For the Three Months Ended
	March 31, 2019
	U.K			U.S			Total
Lease cost
Operating lease cost	$	155		$	-		$	155
Short-term lease cost		14			81			95
Variable lease cost		-			2			2
Total	$	169		$	83		$	252
Other information
Operating cash flows from operating leases	$	-		$	-		$	-
Weighted-average remaining lease term – operating leases		10.7			1.4
Weighted-average discount rate – operating leases		12	%		12	%

The Company recorded lease costs as a component of general and administrative expense during the three months ended March 31, 2020 and 2019, respectively.

Maturities of the operating leases, excluding short-term leases, are as follows:

	U.K			U.S			Total
Remaining nine months ended December 31, 2020	$	464		$	251		$	715
Year ended December 31, 2021		619			84			703
Year ended December 31, 2022		619			-			619
Year ended December 31, 2023		619			-			619
Year ended December 31, 2024		619			-			619
Thereafter		8,642			-			8,642
Total		11,582			335			11,917
Less present value discount		(6,996	)		(21	)		(7,017	)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020	$	4,586		$	314		$	4,900

German Tax Authorities

The German Tax authorities have contacted our subsidiary, NW Bio GmbH, and have asserted that funding provided by NW Bio, Inc., to its wholly owned subsidiary in Germany, NW Bio GmbH, during 2013 through 2015 may be deemed to be a “profit distribution” even though neither NW Bio, Inc. nor NW Bio GmbH made any profit during the period in question, and even though the funds provided by NW Bio, Inc. were used by NW Bio GmbH entirely for operating expenses and clinical trial costs. The German Tax authorities are seeking to tax this deemed “profit distribution.” We are in the process of working to resolve this matter and it is too early at this point to determine the outcome.  There can be no assurance that the German tax authority will agree with our position, even if they appear to be open to discussions and approaches taken under the German-US tax treaty and OECD Transfer pricing that would result in our calculations that there is no tax liability.  The Company currently anticipates that the amount that NW Bio GmbH may ultimately have to pay for this matter is estimated to be between $0 to $800,000 after further proceedings (including application of the US-German tax treaty), however, under ASC 740 it is in the view of the Company that it is not more likely than not that the resolution of these tax matters will result in a net material charge.  

17

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

12. Subsequent Events

Registered Offering

On April 8, 2020, the Company entered into financings totaling $3.8 million. The financings were comprised of $3.1 million from the offering of 19.9 million shares of common stock and 11.3 million new issued warrants, and $750,000 from a convertible note (the “April Note”). The common stock was offered at a price of $0.153 per share. The April Note is convertible at $0.17 per share and carries 50% warrant coverage of the number of conversion shares issued. The warrants are exercisable at $0.20 per share.

During May 2020, the Company entered into financings totaling $3.3 million (the “May Financings”). The financings were comprised of $3.1 million from the offering of 15.7 million shares of common stock and 5.6 million warrants. The common stock was offered at a price between $0.17 and $0.225 per share. The warrants have an exercise price between $0.22 and $0.23 per share and an exercise period between 1.5-2.5 years.

All of the warrants issued in these financings are suspended until November 1, 2020. In addition, as part of these agreements, the investors who have existing outstanding warrants that have not already been suspended until November 1 are suspending approximately 14.6 million existing warrants until November 1, 2020.

Cambridge Loan

On March 26, 2020, the Company entered into a Loan Agreement (the “Loan Agreement”) with Cambridge & Peterborough Combined Authority (the “Lender”) for a loan of £1.35 million (approximately $1.7 million) (the “Loan”) for the next phase of buildout of the Sawston facility.  The Company received funds on April 6, 2020. The Lender provides funding for selected economic development projects in the Cambridge region through a competitive selection process.

Under the Loan Agreement, there will be no repayments during the first year of the Loan term, although interest will accrue. Following the first anniversary, repayment of the Loan principal and interest will take place over 4 years, for a total term of 5 years.  The interest rate on the Loan is 6.25% per annum.

In conjunction with the Loan, the Company entered into a Security Agreement with the Lender granting a security interest in the Company’s 17-acre property in Sawston, U.K. to secure the Loan.  No other tangible or intangible assets of the Company or its subsidiaries are subject to any security interest.  The security interest on the 17-acre property will be released upon completion of repayment. 

Debt Offering

On May 20, 2020, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,655,000. The Note bears interest at 8% per annum with a 21-month term. There are no repayments during the first 7 months of the term. The note is amortized in 14 installments starting in month 8. The note carries an original issue discount of $150,000 and $5,000 legal costs that were reimbursable to the investor.

The May Financings also included $500,000 from a convertible note (the “May Note”). The May Note is convertible at $0.25 per share and contains 40% warrant coverage of the number of conversion shares issued. The warrants are exercisable at $0.25 per share and an exercise period of 2.5 years.

Debt Conversion

During April and May, 2020, the Company converted approximately $0.9 million outstanding debt and interest into 7.1 million shares of common stock.

18

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Warrant Adjustments and Expirations

During May and June, 2020, approximately 62 million warrants have expired or are scheduled to expire, in addition to the warrants suspended under the arrangements described below.  

During April and May 2020, the Company has been undertaking negotiations related to certain warrant adjustments, including suspending certain warrants, making them unexercisable for a defined period, and extensions of the warrants suspended.

As previously reported, on May 10, 2020, for a number of unrelated warrant holders, the Company agreed to issue 17.5% new warrants and extend the investors’ current warrant terms by six months, in consideration of the investor’s suspension of the current and newly issued warrants until November 1, 2020. The unrelated investors suspended a total of approximately 81 million warrants.  The Company agreed to issue 14.2 million new warrants to these investors under the suspension agreements, and these additional warrants were also suspended until November 1, 2020.

As also previously reported, on April 30, 2020, the Company’ entered into an agreement with its CEO, Linda Powers, in regard to approximately 90 million warrants and options held by Ms.Powers. She agreed to suspend approximately 60 million existing warrants and options held or due to her until November 1, 2020, making them unexercisable during this period.  In consideration, the Company extended the exercise period of a separate 29 million existing warrants held by Ms. Powers (not part of the 60 million warrants and options), and Ms. Powers also agreed to suspend those 29 million warrants until November 1, 2020.  The extension of the 29 million warrants provides an exercise period of 2-1/2 years after the suspension period. 

Total expirations and suspensions through the end of June, 2020, equal approximately 268 million exercise shares. Of this total, approximately 248 million represent existing warrants or options and approximately 20 million were newly issued warrant shares.

Warrants Exercised for Cash

During May 2020, the Company received aggregate proceeds of $2.3 million from the exercise of warrants with an exercise price between $0.24 and $0.27. The Company issued approximately 9.4 million shares of common stock upon these warrant exercises.

Equity Compensation Plan

On May 29, 2020 the Company approved establishing a new equity compensation plan. 

19

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements included with this report. In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words “believe,” “expect,” “intend,” “anticipate,” and similar expressions are used to identify forward-looking statements, but some forward-looking statements are expressed differently. Many factors could affect our actual results, including those factors described under “Risk Factors” in our Form 10-K for the year ended December 31, 2019 and in Part II Item 1A of this report. These factors, among others, could cause results to differ materially from those presently anticipated by us. You should not place undue reliance on these forward-looking statements.

Overview

The Company is focused on developing personalized immune therapies for cancer. We have developed a platform technology, DCVax®, which uses activated dendritic cells to mobilize a patient's own immune system to attack their cancer.

Our lead product, DCVax®-L, is designed to treat solid tumor cancers that can be surgically removed. We are in the process of reaching completion on our 331-patient international Phase III trial of DCVax-L for newly diagnosed Glioblastome multiforme (GBM).

As previously reported, the Company is working with the contract research organization (CRO) who has managed the trial and a number of independent service firms to complete the data collection and confirmation, and reach data lock for the Phase III trial. All of the data collection and confirmation is done by the independent firms, with the Company in an oversight role.

As also previously reported, coronavirus-related difficulties have impacted most aspects of the process. Trial site personnel have been unavailable due to being reassigned to COVID-19 patient treatments or otherwise, and the limited site personnel have had to work under restrictions. Committee processes such as Institutional Review Boards and Ethics Committees have been, and continue to be, focused mainly on COVID-19 matters, with other matters significantly delayed. Regulatory processes have been similarly focused on COVID-19 matters and delayed on other matters. Firms such as the ones storing the Phase III trial tissue samples needed for certain final data, and the firms conducting the analytics for that final data (such as IDH mutation status), continue to have only limited operations. Even logistical matters such as the shipping of tissue slides have been, and continue to be, subjected to substantial restrictions and delays.

Despite these difficulties, the CRO has completed the final monitoring visits to the trial sites (including a number of them virtually), and has completed the collection of Case Report Form (CRF) data for all patients in the trial. The CRFs contain most, though not all, of the data required for analyzing the trial.

Since the Company’s prior updates, the CRO has also completed the Source Data Verification (SDV) for all of the data contained in the CRFs. Further, the CRO has completed the resolution of the many queries.

The independent service firms have also collected most of the additional data that is not contained in the CRFs, such as additional MRI scans and certain genetic information. The Company is consulting with its advisers to obtain their support for proceeding with initial data lock without waiting for these additional data, and then to include these additional data in the database when they are available.

The primary focus for reaching data lock now is obtaining the trial sites’ data locks. In order to reach overall data lock for the trial, each site’s data must be locked. Preparatory steps must be completed at each site so that the site is ready for sign-off, and then the lead investigator at the site must personally sign off on the data from that site. To that end, the lead investigator must undergo a brief training on the system, review the site data/CRFs and personally complete the confirmation and submit it.

Since the Company’s prior updates, the CRO and service firms have completed the preparatory steps for all but about ten of the sites to be ready for the investigator’s sign-off. Among the sites who had reached readiness for sign-off, about 33 sites are in varying stages of accomplishing their sign-offs and the rest of the sites have completed theirs.

The independent service firms are pressing to obtain the rest of the site completions and investigator sign-offs. The Company hopes they will be completed by approximately the end of next week. Accordingly, the Company is aiming to proceed with data lock at approximately the end of next week.

As previously reported, upon data lock the independent statisticians will be given access to the clinical trial database containing the raw data, and will undertake the applicable calculations and analyses. As previously reported, the Company will remain blinded until the statisticians have completed these calculations and analyses. That process is expected to take several weeks. The Company will then receive the initial results from the statisticians and become unblinded. Then the Company will consult with its Scientific Advisory Board, trial Steering Committee and expert advisors about the data, and address their questions and/or comments to prepare for announcement of the data.

The Company’s primary focus at present is on its DCVax-L program and completion of the Phase 3 trial of DCVax-L for Glioblastoma brain cancer. Our second product, DCVax®-Direct, is designed to treat inoperable solid tumors. A 40-patient Phase I trial has been completed, and included treatment of a diverse range of cancers. As resources permit, the Company is working on preparations for Phase II trials of DCVax-Direct including discussions with key institutions in regard to trial design and trial preparations. The Company has stopped the DCVax-Direct contract manufacturing preparation activities at present, while the trial design activities and preparations with the trial sites continue.

20

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses.

On an ongoing basis, we evaluate our estimates and judgments, including those related to accrued expenses and stock-based compensation. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results may differ from these estimates.

Our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the year ended December 31, 2019 and Note 13 Leases to the condensed consolidated financial statements in this accompanying Form 10-Q. Other than the changes related to adoption of ASC 842, our critical accounting policies and significant estimates have not changed substantially from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2019.

Results of Operations

Operating costs:

Operating costs and expenses consist primarily of research and development expenses, including clinical trial expenses, which increase when we are actively participating in clinical trials and especially when we are completing a large international trial, and undertaking substantial one-time expenses such as for final site visits, query resolutions, statistical work for the Statistical Analysis Plan, preparations for data analyses and other activities related to completion and assessment of the trial. The operating costs also include administrative expenses associated with trials, and increase as such operating activities grow.

In addition to clinical trial related costs, our operating costs may include ongoing work relating to our DCVax products, including R&D, product characterization, and related matters. Going forward, we are also incurring large amounts of costs to carry out and complete statistical analyses, process validation work, final data collection and validation, and other work associated with moving towards preparing for locking, unblinding and analyzing the trial results. We are also incurring substantial expenses to prepare for manufacturing validation and scale-up.

Our operating costs also include the costs of preparations for the launch of new or expanded clinical trial programs, such as our planned Phase II clinical trials. The preparation costs include payments to regulatory consultants, lawyers, statisticians, sites and others, evaluation of potential investigators, the clinical trial sites and the CROs managing the trials and other service providers, and expenses related to institutional approvals, clinical trial agreements (business contracts with sites), training of medical and other site personnel, trial supplies and other. Additional substantial costs relate to the maintenance and substantial expansion of manufacturing capacity, in both the US and Europe.

Our operating costs also include significant legal and accounting costs in operating the Company.

Research and development:

Discovery and preclinical research and development expenses include costs for substantial external scientific personnel, technical and regulatory advisers, and others, costs of laboratory supplies used in our internal research and development projects, travel, regulatory compliance, and expenditures for preclinical and clinical trial operation and management when we are actively engaged in clinical trials.

Because we are pre-revenue company, we do not allocate research and development costs on a project basis. We adopted this policy, in part, due to the unreasonable cost burden associated with accounting at such a level of detail and our limited number of financial and personnel resources.

General and administrative:

General and administrative expenses include personnel related salary and benefit expenses, cost of facilities, insurance, travel, legal services, property and equipment and amortization of stock options and warrants.

Three Months Ended March 31, 2020 and 2019

We recognized a net income of $2.7 million and net loss of $20.9 million for the three months ended March 31, 2020 and 2019, respectively. Net cash used in operations was $7.5 million and $9.8 million for the three months ended March 31, 2020 and 2019, respectively, including payment of substantial amounts of accumulated payables in the three months ended March 31, 2019.  

21

Research and Development Expense

For the three months ended March 31, 2020 and 2019, research and development expense was $3.8 million and $3.0 million, respectively. The increase is due to an increase in activities and involvement of external consultants as the Phase 3 trial moves through final data collection and query resolution, independent data validation, and other preparations for data lock and analyses.

The following table summarizes expenses incurred (i.e., amounts invoiced, which have only been partly paid) to related parties during the three months ended March 31, 2020 and 2019 (amount in thousands):

	For the three months ended
	March 31,
	2020		2019
Advent BioServices	$	1,324	$	1,450

General and Administrative Expense

General and administrative expenses were $4.2 million and $3.6 million for three months ended March 31, 2020 and 2019, respectively. We had increased cost in salaries and wages and D&O insurance premium compared to last year.

Legal Expenses

Legal costs were $0.4 million for the three months ended March 31, 2020 versus $1.5 million for the three months ended March 31, 2019. The decrease in legal costs reflects a reduction in the need for legal services.

Change in fair value of derivatives

During the three months ended March 31, 2020 and 2019, we recognized a non-cash gain of $12.9 million and non-cash loss of $12.0 million, respectively. The gain was primarily due to the decrease of stock price as of March 31, 2020 ($0.16 per share) compared to December 31, 2019 ($0.21 per share).

Loss from extinguishment of debt

During the three months ended March 31, 2020, we converted debt of approximately $1.4 million principal and $0.4 million accrued interest into approximately 12.4 million shares of common stock at fair value of $2.4 million. We recorded an approximate $0.6 million debt extinguishment loss from the conversion.

During the three months ended March 31, 2020, we also recognized approximately $0.1 million debt extinguishment loss from certain debt amendment.

Interest Expense

During the three months ended March 31, 2020 and 2019, we recorded interest expense of $0.6 million and $0.8 million, respectively.

Foreign currency transaction gain (loss)

During the three months ended March 31, 2020 and 2019, we recognized foreign currency transaction loss of $1.1 million and gain $0.4 million, respectively. The loss was due to the strengthening of the U.S. dollar relative to the British pound sterling. The gain was due to the strengthening of the British pound sterling relative to the U.S. dollar.

Liquidity and Capital Resources

We have experienced recurring losses from operations since inception. We have not yet established an ongoing source of revenues and must cover our operating expenses through debt and equity financings to allow us to continue as a going concern. Our ability to continue as a going concern depends on the ability to obtain adequate capital to fund operating losses until we generate adequate cash flows from operations to fund our operating costs and obligations. If we are unable to obtain adequate capital, we could be forced to cease operations.

We depend upon our ability, and will continue to attempt, to secure equity and/or debt financing. We cannot be certain that additional funding will be available on acceptable terms, or at all. Our management determined that there was substantial doubt about our ability to continue as a going concern within one year after the condensed consolidated financial statements were issued, and management’s concerns about our ability to continue as a going concern within the year following this report persist.

22

Contingent Contractual Payment

The following table summarizes our contractual obligations as of March 31, 2020 (amount in thousands):

	Payment Due by Period
			Less than		1 to 2
	Total		1 Year		Years
Short term convertible notes payable (1)
6% unsecured	$	220	$	220	$	-
10% unsecured		1,585		1,585		-
Short term convertible notes payable to related party (2)
10% unsecured		243		243		-
Short term notes payable (3)
8% unsecured		6,196		6,196		-
10% unsecured		3,906		3,906		-
12% unsecured		546		546		-
0% unsecured		1,156		1,156		-
Operating leases (4)		11,031		5,628		5,403
Purchase obligation (5)
Total	$	24,883	$	19,480	$	5,403

(1) The obligations related to short term convertible notes were approximately $1.8 million as of March 31, 2020, which included remaining contractual unpaid interest of $0.2 million.

(2) The obligations related to a short term convertible note to related party was approximately $0.2 million as of March 31, 2020, which included remaining contractual unpaid interest of $3,000.

(3) The obligations related to short term notes were approximately $11.8 million as of March 31, 2020, which included unpaid interest of $0.5 million.

(4) The operating lease obligations during the next year included $335,000, $12,000, $5,000 and $2,000 for our offices in Maryland, Germany, London and Netherlands, respectively. Approximately £1 million ($1.3 million) in lease obligations during the next 2 years related to the Vision Centre in the U.K. that we leased back in December 2018. We also included approximately $9.4 million of anticipated payments to Advent BioServices, which represents the next 2 years’ obligation. The remaining contract term as of March 31, 2020 was approximately 2.8 years under the Manufacturing Services Agreement with Advent.

(5) We have possible contingent obligations to pay certain fees to contracted manufacturers if we shut down or suspend programs. For Cognate BioServices (in addition to any other remedies) if we shut down or suspend its DCVax-L program or DCVax-Direct program, the following obligations exist are not reflected in the accompanying balance sheets.

For a shut down or suspension of the DCVax-Direct program at Cognate, the Company must give 3 months’ advance notice.

For a shut down or suspension of the DCVax-L program at Cognate, the fee will be as follows:

· The fee shall be $3 million in any of the following cases: after the last dose of the last patient enrolled in the Phase III clinical trial for DCVax®-L but before any submission for product approval in any jurisdiction;  or after the submission of any application for market authorization but prior to receiving a marketing authorization approval.

· At any time after receiving product approval for DCVax®-L in any jurisdiction, the fee shall be $5 million.

While our DCVax programs are ongoing, under our agreements with Cognate we are required to pay certain fees for dedicated production suites or capacity reserved exclusively for DCVax production, and pay for a certain minimum number of patients, whether or not we fully utilize the dedicated capacity and number of patients. The same is the case under our agreement with Advent. On May 21, 2019, we settled certain disputed amounts that had been invoiced to us by Cognate.

For a shut down or suspension of the DCVax-L program at Advent, the Company must give 12 months’ advance notice. During the notice period services would still be performed, to provide a transition period. Minimum required payments for this notice period total approximately £3.8 million ($5 million).

As of March 31, 2020, no shut-down or suspension fees were triggered.

23

Cash Flow

Operating Activities

During the three months ended March 31, 2020 and March 31, 2019, net cash outflows from operations were $7.5 million and $9.8 million, respectively. The decrease in cash used in operating activities was primarily attributable to decrease in clinical trial related expenditures during the follow-up period while the data were maturing.

Financing Activities

During the three months ended March 31, 2020, we received approximately $5.7 million cash from issuance of 34.4 million shares of common stock. During the three months ended March 31, 2019, we did not issue any new preferred stock, common stock or warrants. 

We received approximately $1.0 million and $4.0 million cash proceeds from issuances of debt to third parties during the three months ended March 31, 2020 and 2019, respectively.

We received approximately $240,000 in cash proceeds from issuances of debt to a related party during the three months ended March 31, 2020.

We made an aggregate debt payment of $64,000 to related parties during the three months ended March 31, 2020.

Our financial statements indicate there is substantial doubt about our ability to continue as a going concern as we are dependent on our ability to obtain ongoing financing and ultimately to generate sufficient cash flow to meet our obligations on a timely basis.  We can give no assurance that our plans and efforts to achieve the above steps will be successful.

Other factors affecting our ongoing funding requirements include the number of staff we employ, the number of sites, number of patients and amount of activity in our clinical trial programs, the costs of further product and process development work relating to our DCVax products, the costs of preparations for Phase II trials, the costs of expansion of manufacturing, and unanticipated developments. The extent of resources available to us will determine which programs can move forward and at what pace.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may result from the change in value of financial instruments due to fluctuations in its market price. Market risk is inherent in all financial instruments. Market risk may be exacerbated in times of trading illiquidity when market participants refrain from transacting in normal quantities and/or at normal bid-offer spreads. Our exposure to market risk is directly related to derivatives, debt and equity linked instruments related to our financing activities.

Our assets and liabilities are overwhelmingly denominated in U.S. dollars. We do not use foreign currency contracts or other derivative instruments to manage changes in currency rates. We do not now, nor do we plan to, use derivative financial instruments for speculative or trading purposes. However, these circumstances might change.

The primary quantifiable market risk associated with our financial instruments is sensitivity to changes in interest rates. Interest rate risk represents the potential loss from adverse changes in market interest rates. We use an interest rate sensitivity simulation to assess our interest rate risk exposure. For purposes of presenting the possible earnings effect of a hypothetical, adverse change in interest rates over the 12-month period from our reporting date, we assume that all interest rate sensitive financial instruments will be impacted by a hypothetical, immediate 100 basis point increase in interest rates as of the beginning of the period. The sensitivity is based upon the hypothetical assumption that all relevant types of interest rates that affect our results would increase instantaneously, simultaneously and to the same degree. We do not believe that our cash and equivalents have significant risk of default or illiquidity.

The sensitivity analyses of the interest rate sensitive financial instruments are hypothetical and should be used with caution. Changes in fair value based on a 1% or 2% variation in an estimate generally cannot be extrapolated because the relationship of the change in the estimate to the change in fair value may not be linear. Also, the effect of a variation in a particular estimate on the fair value of financial instruments is calculated independent of changes in any other estimate; in practice, changes in one factor may result in changes in another factor, which might magnify or counteract the sensitivities. In addition, the sensitivity analyses do not consider any action that we may take to mitigate the impact of any adverse changes in the key estimates.

Based on our analysis, as of March 31, 2020, the effect of a 100+/- basis point change in interest rates on the value of our financial instruments and the resultant effect on our net loss are considered immaterial.

24

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15€ and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q. In designing and evaluating the controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures.

Based on our evaluation, management concluded that, because of a material weakness identified in regard to foreign taxes, our internal control over financial reporting was not effective as of March 31, 2020.

This oversight was in connection with a tax issue between our German subsidiary and German tax authorities relating to the tax years 2013-2015, as explained above. The matter is also described in the Company’s Form 10-K Amended, filed contemporaneously with this Form 10-Q.

The material weakness in internal control over financial reporting resulted from a deficiency in our disclosure controls as we did not formally document our evaluation of a potential foreign tax contingency related to potential assessments on our German subsidiary under ASC-740 to support the evaluation and determination for disclosure. The Company identified and disclosed this contingency in this reporting period rather than in the preceding reporting period.

The Company is in the process of improving its procedures and communication, including translating significant documents itself rather than relying upon the Company’s German tax experts and advisors, and performing more formal analysis of its contingencies. The material weakness will not be considered remediated until the applicable remedial control operates for a sufficient period of time and management has concluded, through testing, that this control is operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of the year 2020.

Changes in Internal Control over Financial Reporting

Other than discussed above, there were no changes in our internal control over financial reporting during the fiscal quarter ended March 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.  Jean Davis, who has been serving as Northwest Biotherapeutics, Inc.’s (the “Company”) Chief Financial Officer (“CFO”), Chief Accounting Officer (“CAO”), as well as the interim Chief Information Officer (“CIO”), has been appointed the CIO and relinquished her duties as CFO and CAO, to focus on CIO duties and special projects such as the design of Sarbanes-Oxley controls. Linda Powers will resume acting as CFO and CAO, with accounting and financial reporting functions performed by an external firm and the Company’s Controller as has been the case historically, until a new CFO is hired. 

Part II - Other Information

Item 1. Legal Proceedings

Not Applicable.

25

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in our 2019 Annual Report, except for the risk factors updated below:

A pandemic, epidemic or outbreak of an infectious disease in the United States, United Kingdom, Europe or elsewhere may adversely affect our business.

The COVID-19 situation, and related restrictions and lockdowns, have adversely affected the Company’s programs and may continue to adversely affect them. For example, the process for completion of the final data collection from trial sites for the Phase 3 trial has been materially slowed by the inability to perform in-person monitoring visits by the contract research organization by very limited availability of investigators and staff at trial sites, and substantially longer timeframes for Institutional Review Board or Ethics Committee meetings and regulatory processes for matters other than COVID-19. The Company has been unable to undertake compassionate use cases during part of March and during Q2, due to lockdowns, travel restrictions and hospitals focusing most of their personnel and resources on COVID-19 patients. In addition, manufacturing of DCVax products is impeded by personnel being under lockdown, and the buildout of the Sawston facility has been delayed by the construction sector shutdown and restrictions. The Company anticipates that such effects of the COVID-19 situation may continue for an extended period of time.  However, the Company is exploring possible ways of mitigating these effects, such as employing double shifts for some of the Sawston facility buildout.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

31.1	Certification of President (Principal Executive Officer and Principal Financial and Accounting Officer), Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of President, Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document.
101.SCH	XBRL Schema Document.
101.CAL	XBRL Calculation Linkbase Document.
101.DEF	XBRL Definition Linkbase Document.
101.LAB	XBRL Label Linkbase Document.
101.PRE	XBRL Presentation Linkbase Document.

* Filed herewith

** Furnished herewith

26

SIGNATURES

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 thereunto duly authorized.

	NORTHWEST BIOTHERAPEUTICS, INC
Dated: June 23, 2020	By:	/s/ Linda F. Powers
		Name:	Linda F. Powers
		Title:	President and Chief Executive Officer
			Principal Executive Officer
			Principal Financial and Accounting Officer

27

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Linda F. Powers, certify that:

(1)         I have reviewed this quarterly report on Form 10-Q of Northwest Biotherapeutics, Inc.;

(2)         Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(3)         Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(4)         I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15 (f)), for the registrant and have:

(a)       Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

(b)       Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)       Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)       Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(5)         I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):

(a)       All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)       Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 23, 2020

By:	/s/ Linda F. Powers
	Name:	Linda F. Powers
	Title:	President and Chief Executive Officer
		Principal Executive Officer
		Principal Financial and Accounting Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Northwest Biotherapeutics, Inc. (the “Company”) on Form 10-Q for the quarter ended March 31, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Linda F. Powers, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)  The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)  The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 23, 2020

By:	/s/ Linda F. Powers
	Name:	Linda F. Powers
	Title:	President and Chief Executive Officer
		Principal Executive Officer
		Principal Financial and Accounting Officer

XML

Net Earnings (Loss) per Share Applicable to Common Stockholders (Tables)

3 Months Ended

Mar. 31, 2020

Net Earnings (Loss) per Share Applicable to Common Stockholders

Schedule of computation of earnings (loss) per share

The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data):

	For the three months ended
	March 31,
	2020		2019
Net earnings (loss) - basic	$	2,726	$	(20,946)
Interest on convertible notes		173		—
Net earnings (loss) - diluted	$	2,899	$	(20,946)
Weighted average shares outstanding - basic		640,390		529,133
Convertible notes and accrued interest		8,468		—
Weighted average shares outstanding - diluted		648,858		529,133

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands):

	For the three months ended
	March 31,
	2020	2019
Common stock options	103,409	100,159
Common stock warrants	365,706	357,428
Contingently issuable warrants	11,739	11,739
Convertible notes and accrued interest	—	29,516
Potentially dilutive securities	480,854	498,842

XML

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2020

Fair Value Measurements

Schedule Of Fair Value Assets And Liabilities Measured On Recurring Basis

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020 and December 31, 2019 (in thousands):

	Fair value measured at March 31, 2020
			Quoted prices		Significant
			in active		other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	March 31, 2020		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	12,106	$	—	$	—	$	12,106
Embedded conversion option		12		—		—		12
Contingent payable derivative liability		6,679		—		—		6,679
Total fair value	$	18,797	$	—	$	—	$	18,797

	Fair value measured at December 31, 2019
			Quoted prices		Significant
			in active		other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	December 31, 2019		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	20,213	$	—	$	—	$	20,213
Contingent payable derivative liability		7,261		—		—		7,261
Total fair value	$	27,474	$	—	$	—	$	27,474

Fair Value Liabilities Measured On RecurringBasis Unobservable Input Reconciliation

The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).

	Warrant		Embedded		Contingent Payable
	Liability		Conversion Option		Derivative Liability		Total
Balance – January 1, 2020	$	20,213	$	—	$	7,261	$	27,474
Additional warrant liability		4,239		—		—		4,239
Additional embedded conversion option		—		11		—		11
Change in fair value		(12,346)		1		(582)		(12,927)
Balance – March 31, 2020	$	12,106	$	12	$	6,679	$	18,797

Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of March 31, 2020 and December 31, 2019 is as follows:

	As of March 31, 2020
	Warrant			Embedded			Contingent Payable
	Liability			Conversion Option			Derivative Liability
Strike price	$	0.26		$	0.25		$	0.16	*
Remaining contractual term (years)		1.3			5.0			1.5
Volatility (annual)		81	%		95	%		73	%
Risk-free rate		0	%		0	%		0	%
Dividend yield (per share)		0	%		0	%		0	%

	As of December 31 2019
	Warrant			Contingent Payable
	Liability			Derivative Liability
Strike price	$	0.21		$	0.21	*
Remaining contractual term (years)		1.4			1.0
Volatility (annual)		74	%		62	%
Risk-free rate		2	%		2	%
Dividend yield (per share)		0	%		0	%

contingent payable derivative liability based on stock price as of March 31, 2020 and December 31, 2019

XML

Fair Value Measurements (Details) - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 12,106	$ 20,213
Additional embedded conversion option	12
Contingent payable derivative liability	6,679	7,261
Total fair value	18,797	27,474
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Contingent payable derivative liability	0	0
Total fair value	0	0
Fair Value, Inputs, Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	0	0
Contingent payable derivative liability	0	0
Total fair value	0	0
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	12,106	20,213
Additional embedded conversion option	12
Contingent payable derivative liability	6,679	7,261
Total fair value	$ 18,797	$ 27,474

XML

Commitments and Contingencies - maturities of our operating leases (Details) $ in Thousands	Mar. 31, 2020 USD ($)
Commitments And Contingencies [Line Items]
Year ended December 31, 2020	$ 715
Year ended December 31, 2021	703
Year ended December 31, 2022	619
Year ended December 31, 2023	619
Year ended December 31, 2024	619
Thereafter	8,642
Total	11,917
Less present value discount	(7,017)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020	4,900
UNITED STATES
Commitments And Contingencies [Line Items]
Year ended December 31, 2020	251
Year ended December 31, 2021	84
Total	335
Less present value discount	(21)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020	314
UNITED KINGDOM
Commitments And Contingencies [Line Items]
Year ended December 31, 2020	464
Year ended December 31, 2021	619
Year ended December 31, 2022	619
Year ended December 31, 2023	619
Year ended December 31, 2024	619
Thereafter	8,642
Total	11,582
Less present value discount	(6,996)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020	$ 4,586

XML

Net Earnings (Loss) per Share Applicable to Common Stockholders - Computation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Net Earnings (Loss) per Share Applicable to Common Stockholders
Net earnings (loss) - basic	$ 2,726	$ (20,946)
Interest on convertible notes	173	0
Net earnings (loss) - diluted	$ 2,899	$ (20,946)
Weighted average shares outstanding - basic	640,390	529,133
Convertible notes and accrued interest	8,468	0
Weighted average shares outstanding - diluted	648,858	529,133

XML

Related Party Transactions - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Sep. 26, 2018
Related Party Transaction [Line Items]
Repayments of notes	$ 64,000	$ 329,000
Advent Bio Services Notes [Member]
Related Party Transaction [Line Items]
Short-term Debt			$ 65,000
Debt Instrument, Interest Rate, Stated Percentage			10.00%
Repayments of notes	$ 73,000
Interest rate			10.00%
Senior Vice President
Related Party Transaction [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	10.00%
Convertible notes payable, net of current portion, net	$ 240,000
Interest rate	10.00%
Percentage of Warrant Coverage	15.00%
Convertible notes payable	$ 240,000

XML

Stockholders' Deficit

3 Months Ended

Mar. 31, 2020

Stockholders' Deficit

Stockholders' Deficit

10. Stockholders’ Deficit

Common Stock

Registered Direct Offering

During the three months ended March 31, 2020, the Company issued an aggregate of 34.5 million shares of its common stock in a registered direct offering (the “Offering”). The net proceeds from the Offering were approximately $5.7 million, after deducting offering costs of $0.4 million paid by the Company.

In connection with the Offering, the Company also issued approximately 8.5 million 2-year term warrants with an exercise price of $0.25 per share to the investors and approximately 0.8 million 2-year term warrants with an exercise price between $0.17 and $0.21 per share to placement agent in this direct offering. The fair value of these new issued warrants was approximately $1.0 million. Additionally, the Company agreed to extend by twelve months the maturity date of certain existing warrants already held by some of those investors. The Company recorded an incremental change of approximately $2.5 million on the fair value of warrants due to the modifications, which was recorded as part of offering cost during the three months ended March 31, 2020.

Debt Conversion

During the three months ended March 31, 2020, the Company converted approximately $1.8 million outstanding debt and interest into 12.4 million shares of common stock.

Stock Purchase Warrants

The following is a summary of warrant activity for the three months ended March 31, 2020 (dollars in thousands, except per share data):

	Number of	Weighted Average		Remaining
	Warrants	Exercise Price		Contractual Term
Outstanding as of January 1, 2020	359,473	$	0.27	1.42
Warrants granted	20,965		0.23
Warrants expired and cancellation	(2,993)		—
Outstanding as of March 31, 2020	377,445	$	0.26	1.32

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Property, Plant and Equipment

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment

Property & Equipment

6. Property & Equipment

Property and equipment consist of the following at March 31, 2020 and December 31, 2019 (in thousands):

	March 31,		December 31,		Estimated
	2020		2019		Useful Life
Leasehold improvements	$	230	$	186	Lesser of lease term or estimated useful life
Office furniture and equipment		63		59	3 years
Computer equipment and software		610		611	3 years
Land in the United Kingdom		84		90	NA
		987		946
Less: accumulated depreciation		(670)		(665)
Total property, plant and equipment, net	$	317	$	281
Construction in progress	$	171	$	171

Depreciation expenses were approximately $14,000 and $2,000 for the three months ended March 31, 2020 and 2019.

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Outstanding Debt - interest expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Contractual interest	$ 4	$ 191
Amortization of Debt Discount	343	296
Amortization of debt discount	59
Interest and Debt Expense	63	191
Other interest expenses	3	1
Total interest expense	625	756
Short Term Notes Payable Related Parties [Member]
Contractual interest	4	191
Amortization of debt discount	59
Interest and Debt Expense	63	191
Notes Payable, Other Payables [Member]
Contractual interest	275	268
Amortization of debt discount	284	296
Interest and Debt Expense	$ 559	$ 564

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Fair Value Measurements - Changes in Level 3 liabilities (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Share-settled Debt (in Default) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance	$ 27,474
Additional warrant liability	4,239
Additional embedded conversion option	11
Change in fair value	(12,927)
Balance	18,797
Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance	20,213
Additional warrant liability	4,239
Change in fair value	(12,346)
Balance	12,106
Contingent Payable Derivative Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance	0
Additional warrant liability	0
Additional embedded conversion option	11
Change in fair value	1
Balance	12
Embedded Conversion Feature [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance	7,261
Additional warrant liability	0
Change in fair value	(582)
Balance	$ 6,679

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CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2020	Dec. 31, 2019
Current assets:
Cash and cash equivalents	$ 764	$ 372
Prepaid expenses and other current assets	2,844	2,828
Total current assets	3,608	3,200
Non-current assets:
Property, plant and equipment, net	317	281
Construction in progress	171	171
Right-of-use asset, net	4,334	4,679
Other assets	753	798
Total non-current assets	5,575	5,929
TOTAL ASSETS	9,183	9,129
Current liabilities:
Accounts payable and accrued expenses	7,173	6,348
Accounts payable and accrued expenses to related parties and affiliates	823	842
Convertible notes, net	1,563	568
Convertible notes to related party, net	252	0
Notes payable, net	10,501	5,501
Notes payable to related party	0	66
Contingent payable derivative liability	6,679	7,261
Warrant liability	12,106	20,213
Shares payable	178	0
Lease liabilities	384	395
Total current liabilities	39,659	41,194
Non-current liabilities:
Note payable, net of current portion, net	0	6,588
Lease liabilities, net of current portion	4,516	4,914
Total non-current liabilities	4,516	11,502
Total liabilities	44,175	52,696
COMMITMENTS AND CONTINGENCIES (Note 11)
Stockholders' deficit:
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of March 31, 2020 and December 31, 2019, respectively	0	0
Common stock ($0.001 par value); 1,200,000,000 shares authorized; 662.1 million and 614.3 million shares issued and outstanding as of March 31, 2020 and December 31, 2019, respectively	662	614
Additional paid-in capital	799,660	794,900
Stock subscription receivable	(10)	(10)
Accumulated deficit	(837,181)	(839,907)
Accumulated other comprehensive income	1,877	836
Total stockholders' deficit	(34,992)	(43,567)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 9,183	$ 9,129

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2020 USD ($)
Derivative Liability, Current	$ 12,106
Direct Offering [Member]
Derivative Liability, Current	3,600
Payments of Stock Issuance Costs	$ 400

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Stock-based Compensation - Additional Information (Details) 1 shares in Millions, $ in Millions	3 Months Ended
	Mar. 31, 2020 USD ($) shares
Stock-based Compensation
Stock Issued During Period, Shares, Issued for Services | shares	1.0
Share-based Compensation	$ 0.2
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized	$ 0.3
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition	2 years 9 months 18 days

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Subsequent Events (Details) $ / shares in Units, € in Thousands, shares in Millions					1 Months Ended		2 Months Ended
	May 20, 2020 USD ($) installment $ / shares	May 10, 2020 shares	Apr. 08, 2020 USD ($) $ / shares shares	Apr. 06, 2020 USD ($)	May 31, 2020 USD ($) $ / shares shares	Apr. 30, 2020 USD ($) shares	Jun. 30, 2020 shares	Nov. 01, 2020 shares	Mar. 31, 2020 USD ($) $ / shares shares	Mar. 26, 2020 EUR (€)	Mar. 26, 2020 USD ($)	Dec. 31, 2019 USD ($) $ / shares
Subsequent Event [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares									8.5
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares									$ 0.25
Debt Instrument, Face Amount | $									$ 13,168,000			$ 13,411,000
Common stock (per share) | $ / shares									$ 0.001			$ 0.001
Warrants and Rights Outstanding, Term									2 years
Lender
Subsequent Event [Line Items]
Debt Instrument, Face Amount										€ 1,350	$ 1,700,000
Subsequent Event
Subsequent Event [Line Items]
Equity And Debt Financing Cost | $			$ 3,800,000		$ 3,300,000
Proceeds from Issuance of Common Stock | $			$ 3,100,000		$ 3,100,000
Stock Issued During Period, Shares, New Issues | shares			19.9		15.7
Warrants on Common Stock | $					$ 5,600,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | shares			11.3		9.4
Proceeds from Convertible Debt | $			$ 750,000
Share Price | $ / shares			$ 0.153
Debt Instrument, Convertible, Conversion Price | $ / shares	$ 0.25		$ 0.17
Class of Warrant or Right, Percentage Of Warrants Issued On Conversion	40.00%	17.50%	50.00%
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.25		$ 0.20
Debt Instrument, Face Amount | $	$ 1,655,000
Debt Instrument, Term For Repayment Of The Loan Principal And Interest	7 months
Debt Instrument, Term	2 years 6 months
Debt Instrument, Interest Rate, Stated Percentage	8.00%
Number of Amortized in Installments | installment	14
Debt Conversion, Original Debt, Amount | $	$ 150,000				$ 900,000	$ 900,000
Debt Instrument, Legal Costs | $	5,000
Convertible Debt | $	$ 500,000
Debt Conversion, Converted Instrument, Shares Issued | shares					7.1	7.1
Number of warrants expired or scheduled to expire | shares							62.0
Warrants And Rights Outstanding, Extension Term		6 months
Class of Warrant or Right, Suspended | shares		81.0					268.0	14.6
Class of Warrant or Right, Agreed to be Suspended | shares		14.2				29.0	248.0
Class of Warrant or Right, Agreed to be Suspended And Unexercisable | shares						90.0	20.0	60.0
Class of Warrant or Right, Whose Exercise Period is Extended | shares						29.0
Warrants and Rights Outstanding, Term						2 years 6 months
Aggregate Proceeds on Exercise of Warrants | $					$ 2,300,000
Subsequent Event | Minimum
Subsequent Event [Line Items]
Share Price | $ / shares					$ 0.17
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares					$ 0.22
Warrants And Rights Outstanding, Extension Term					1 year 6 months
Warrants Exercise Price | $ / shares					$ 0.24
Subsequent Event | Maximum
Subsequent Event [Line Items]
Share Price | $ / shares					0.225
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares					$ 0.23
Warrants And Rights Outstanding, Extension Term					2 years 6 months
Warrants Exercise Price | $ / shares					$ 0.27
Subsequent Event | Lender
Subsequent Event [Line Items]
Repayments of Debt | $				$ 0
Debt Instrument, Term For Repayment Of The Loan Principal And Interest				4 years
Debt Instrument, Term				5 years
Debt Instrument, Interest Rate, Stated Percentage				6.25%

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Related Party Transactions

3 Months Ended

Mar. 31, 2020

Related Party Transactions

Related Party Transactions

9. Related Party Transactions

Advent BioServices Agreement

The Company has a Manufacturing Services Agreement with Advent BioServices for manufacture of DCVax-L products at an existing facility in London, as previously reported.  The Company also has an Ancillary Services Agreement with Advent, which establishes a structure under which Advent will submit Statements of Work (“SOWs”) for activities related to the development of the Sawston facility and the compassionate use activities in the UK, as previously reported.  To date, Advent has not yet submitted SOWs and the Company has not yet made any payments.

Related Party Expenses and Accounts Payable

The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three months ended March 31, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below):

	For the three months ended
	March 31,
	2020		2019
Advent BioServices	$	1,324	$	1,450

The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2020 and December 31, 2019 (amount in thousands).  These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods.

	March 31,		December 31,
	2020		2019
Advent BioServices	$	820	$	834

Related Parties Loans

Advent BioServices Note

Advent BioServices provided a short-term loan to the Company in the amount of $65,000 on September 26, 2018. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company.

During the three months ended March 31, 2020, the Company made full repayment of $73,000 to Advent, including all outstanding interest.

Leslie Goldman - Demand Loan

During the three months ended March 31, 2020, the Company's Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000 pursuant to a convertible note. The note bears interest rate at 10% per annum and fifty percent warrant coverage, and is repayable upon 15 days' notice from the holder. The note is convertible, in whole or in part, into stock together with warrants. This note is still outstanding as of March 31, 2020.

The following table summarizes total interest expenses related to outstanding notes to related parties for the three months ended March 31, 2020 and 2019, respectively (in thousands):

	For the three months ended
	March 31,
	2020		2019
Interest expenses related to outstanding notes to related parties:
Contractual interest	$	4	$	191
Amortization of debt discount		59		—
Total interest expense	$	63	$	191

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Stock-based Compensation

3 Months Ended

Mar. 31, 2020

Stock-based Compensation

Stock-based Compensation

5. Stock-based Compensation

During the three months ended March 31, 2020, the Company issued approximately 1.0 million shares of its common stock to a third-party consultant performing media and investor relations services. The Company recorded approximately $0.2 million of stock-based compensation expense based on the fair value on the grant date.

The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2020 (amount in thousands, except per share number):

				Weighted Average
				Remaining
		Weighted Average		Contractual Life	Total Intrinsic
	Number of Shares	Exercise Price		(in years)	Value
Outstanding as of January 1, 2020	104,659	$	0.24	8.4	$	—
Forfeited/expired	(1,250)		0.21	—		—
Outstanding as of March 31, 2020	103,409	$	0.24	8.1	$	—
Options vested and exercisable	99,167	$	0.24	8.1	$	—

The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2020 and 2019 (in thousands):

	For the three months ended
	March 31,
	2020		2019
Research and development	$	(23)	$	104
General and administrative (1)		387		449
Total stock-based compensation expense	$	364	$	553

(1) The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees.

The total unrecognized compensation cost was approximately $0.3 million as of March 31, 2020, and will be recognized over the next 2.8 years.

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Fair Value Measurements - Weighted average (in aggregate) significant unobservable inputs (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price		$ 0.21
Remaining contractual term (years)		1 year 4 months 24 days
Volatility (annual)		74.00%
Risk-free rate		2.00%
Dividend yield (per share)		0.00%
Contingent Payable Derivative Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price		$ 0.21
Remaining contractual term (years)		1 year
Volatility (annual)		62.00%
Risk-free rate		2.00%
Dividend yield (per share)		0.00%
Fair Value, Inputs, Level 3 [Member] | Warrant Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price	$ 0.26
Remaining contractual term (years)	1 year 3 months 18 days
Volatility (annual)	81.00%
Risk-free rate	0.00%
Dividend yield (per share)	0.00%
Fair Value, Inputs, Level 3 [Member] | Contingent Payable Derivative Liability [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price			$ 0.16
Remaining contractual term (years)	1 year 6 months
Volatility (annual)	73.00%
Risk-free rate	0.00%
Dividend yield (per share)	0.00%
Fair Value, Inputs, Level 3 [Member] | Embedded Conversion Feature [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price	$ 0.25
Remaining contractual term (years)	5 years
Volatility (annual)	95.00%
Risk-free rate	0.00%
Dividend yield (per share)	0.00%

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CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2020	Dec. 31, 2019
CONSOLIDATED BALANCE SHEETS
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred Stock, shares authorized	100,000,000	100,000,000
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	1,200,000,000	1,200,000,000
Common stock, shares issued	662,100,000	614,300,000
Common stock, shares outstanding	662,100,000	614,300,000

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Cash Flows from Operating Activities:
Net income (loss)	$ 2,726	$ (20,946)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	14	2
Amortization of debt discount	343	296
Change in fair value of derivatives	(12,927)	12,021
Loss from extinguishment of debt	715	788
Amortization of operating lease right-of-use asset	80	26
Stock-based compensation for services	364	553
Subtotal of non-cash charges	(11,411)	13,686
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(78)	(705)
Other non-current assets	0	9
Accounts payable and accrued expenses	1,208	(65)
Related party accounts payable and accrued expenses	(19)	(1,859)
Lease liabilities	35	129
Net cash used in operating activities	(7,539)	(9,751)
Cash Flows from Investing Activities:
Additional cost of leasehold improvement related to UK construction	0	(164)
Purchase of equipment	(62)	0
Net cash used in investing activities	(62)	(164)
Cash Flows from Financing Activities:
Proceeds from issuance of common stock and warrants in a registered direct offering, net	5,671	0
Proceeds from exercise of warrants	0	688
Proceeds from issuance of notes payable, net	0	4,000
Proceeds from issuance of convertible notes payable, net	1,000	0
Proceeds from issuance of convertible notes payable to related party	240	0
Proceeds from investor advance	178	0
Repayment of notes payable	0	(420)
Repayment of notes payable to related parties	(64)	(329)
Net cash provided by financing activities	7,025	3,939
Effect of exchange rate changes on cash and cash equivalents	968	40
Netincrease (decrease) in cash and cash equivalents	392	(5,936)
Cash and cash equivalents, beginning of the year	372	22,224
Cash and cash equivalents, end of the year	764	16,288
Supplemental disclosure of cash flow information
Reclassification of warrant liabilities related to warrants exercised for cash	0	509
Issuance of common stock and warrants for conversion of debt and accrued interest	1,789	2,213
Offering cost related to warrant liability	2,606	0
Issuance of warrants in conjunction with convertible note payable	79	0
Issuance of warrants in conjunction with convertible note payable to related party	0	0
Convertible Notes Payable [Member]
Supplemental disclosure of cash flow information
Interest payments	0	(43)
Related Party [Member]
Supplemental disclosure of cash flow information
Interest payments	(9)	(131)
Supplemental disclosure of cash flow information
Issuance of warrants in connection with debt modification	$ 315	$ 0

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Property & Equipment (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Mar. 31, 2020	Sep. 30, 2019	Dec. 31, 2019
Total property, plant and equipment, net	$ 317		$ 281
Construction in progress	171		171
Domestic [Member]
Property, Plant and Equipment, Gross	987		946
Less: accumulated depreciation	(670)		(665)
Total property, plant and equipment, net	317		281
Leasehold improvements [Member]
Leasehold Improvements Useful Life		Lesser of lease term or estimated useful life
Leasehold improvements [Member] | Domestic [Member]
Property, Plant and Equipment, Gross	$ 230		186
Office furniture and equipment [Member]
Property, Plant and Equipment, Useful Life	3 years
Office furniture and equipment [Member] | Domestic [Member]
Property, Plant and Equipment, Gross	$ 63		59
Computer equipment and software [Member]
Property, Plant and Equipment, Useful Life	3 years
Computer equipment and software [Member] | Domestic [Member]
Property, Plant and Equipment, Gross	$ 610		611
Land [Member] | UNITED KINGDOM
Property, Plant and Equipment, Gross	$ 84		$ 90

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Outstanding Debt - Additional Information (Details) - USD ($)					3 Months Ended		12 Months Ended
		Feb. 29, 2020	Feb. 13, 2020	Sep. 26, 2018	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019	Nov. 24, 2020
Debt Instrument, Face Amount					$ 13,168,000		$ 13,411,000
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.25
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					8,500,000
Warrants and Rights Outstanding, Term					2 years
Fair Value Adjustment of Warrants					$ 2,500,000
Warrants issued at fair value					1,000,000
Gain (Loss) on Extinguishment of Debt					$ (715,000)	$ (788,000)
Short-term Debt [Member]
Debt Instrument, Interest Rate, Stated Percentage					0.00%
Debt Instrument, Face Amount					$ 1,635,000		635,000
Senior Vice President
Debt Instrument, Interest Rate, Stated Percentage					10.00%
6% unsecured [Member] | Short-term Debt [Member]
Notes Payable					$ 135,000		$ 135,000
Debt Instrument, Interest Rate, Stated Percentage	[1]				6.00%		6.00%
Debt Instrument, Face Amount	[1]				$ 135,000		$ 135,000
Debt Instrument, Convertible, Conversion Price	[1]				$ 3.09		$ 3.09
Contingent Note Payable | Cognate Bio Services Notes [Member]
Debt Instrument, Interest Rate, Stated Percentage					6.00%
8% unsecured [Member]
Debt Conversion, Converted Instrument, Amount					$ 1,400,000
Debt Instrument, Increase, Accrued Interest					400,000
Debt Instrument, Periodic Payment, Interest					2,400,000
Interest Expense, Debt					12,400,000
8% unsecured [Member] | Advent Bio Services Notes [Member]
Debt Instrument, Interest Rate During Period				10.00%
Short-term Debt				$ 65,000
8% notes 2 [Member]
Extinguishment of Debt, Amount					$ 600,000
10% unsecured [Member] | Short-term Debt [Member]
Debt Instrument, Interest Rate, Stated Percentage					10.00%		10.00%
Debt Instrument, Face Amount		$ 1,000,000			$ 1,500,000		$ 500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 0.35
Debt Instrument, Interest Rate During Period		10.00%
Warrants To Purchase Of Common Stock Shares		1,400,000
Debt Instrument, Convertible, Conversion Price		$ 0.21			$ 0.21		$ 0.22
Debt Instrument, Term		2 years
Fair Value Adjustment of Warrants		$ 79,000
0% unsecured [Member]
Debt Instrument, Periodic Payment, Principal					$ 1,200,000
12% unsecured [Member]
Debt Instrument, Interest Rate, Stated Percentage					12.00%		12.00%
Debt Instrument, Face Amount					$ 440,000		$ 440,000
Interest Expense, Debt					300,000		140,000
Goldman Note [Member] | 10% unsecured [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights			$ 0.25
Additional warrants issued			500,000.00000
Warrants upon conversion			50.00%
Debt Instrument, Interest Rate During Period			10.00%
Debt Instrument, Term			15 days
Warrants and Rights Outstanding, Term			5 years
Convertible Debt, Fair Value Disclosures			$ 11,000
Amortization of Debt Discount (Premium)			59,000
Fair Value Adjustment of Warrants			48,000
Goldman Note [Member] | 10% unsecured [Member] | Short-term Debt [Member]
Debt Instrument, Face Amount			$ 240,000
Note Due In 2011 [Member]
Notes Payable					110,000		25,000
Six Percentage Note Payable One [Member]
Notes Payable					110,000		25,000
Convertible Debt Securities [Member]
Debt Instrument, Increase, Accrued Interest					12,400,000
Promissory Note [Member] | 10% unsecured [Member]
Debt Conversion, Converted Instrument, Amount					$ 3,600,000		$ 3,600,000
Debt Instrument, Face Amount								$ 3,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 0.20
Warrants To Purchase Of Common Stock Shares					9,700,000
Extinguishment of Debt, Amount					$ 1,000,000
Warrants and Rights Outstanding, Term					2 years
Fair Value Adjustment of Warrants					$ 487,000
Debt Instrument, Collateral Fee					3,000,000
Debt Instrument, Debt Default, Amount					2,000,000
Gain (Loss) on Extinguishment of Debt					$ 100,000

[1] This $135,000 note as of March 31, 2020 and December 31, 2019 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents.

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Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies.

Schedule of quantitative information about the company's operating leases

The following summarizes quantitative information about the Company’s operating leases:

	For the Three Months ended
	March 31, 2020
	U.K			U.S			Total
Lease cost
Operating lease cost	$	152		$	82		$	234
Short-term lease cost		12			—			12
Variable lease cost		45			4			49
Total	$	209		$	86		$	295
Other information
Operating cash flows from operating leases	$	—		$	(244)		$	(244)
Weighted-average remaining lease term – operating leases		10.0			0.9
Weighted-average discount rate – operating leases		12	%		12	%

	For the Three Months Ended
	March 31, 2019
	U.K			U.S			Total
Lease cost
Operating lease cost	$	155		$	—		$	155
Short-term lease cost		14			81			95
Variable lease cost		—			2			2
Total	$	169		$	83		$	252
Other information
Operating cash flows from operating leases	$	—		$	—		$	—
Weighted-average remaining lease term – operating leases		10.7			1.4
Weighted-average discount rate – operating leases		12	%		12	%

Schedule of maturities of our operating leases, excluding short-term leases

Maturities of the operating leases, excluding short-term leases, are as follows:

	U.K		U.S		Total
Remaining nine months ended December 31, 2020	$	464	$	251	$	715
Year ended December 31, 2021		619		84		703
Year ended December 31, 2022		619		—		619
Year ended December 31, 2023		619		—		619
Year ended December 31, 2024		619		—		619
Thereafter		8,642		—		8,642
Total		11,582		335		11,917
Less present value discount		(6,996)		(21)		(7,017)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020	$	4,586	$	314	$	4,900

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Outstanding Debt (Tables)

3 Months Ended

Mar. 31, 2020

Outstanding Debt

Schedule of outstanding debt

The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively (amount in thousands):

		Stated									Embedded
		Interest			Conversion				Remaining		Conversion		Carrying
	Maturity Date	Rate			Price		Face Value		Debt Discount		Option		Value
Short term convertible notes payable
6% unsecured (1)	Due		6	%	$	3.09	$	135	$	—	$	—	$	135
10% unsecured (2)	Various		10	%	$	0.21		1,500		(72)		—		1,428
								1,635		(72)		—		1,563
Short term convertible notes payable - related parties
10% unsecured - Related Parties (3)	On Demand		10	%		N/A		240		—		12		252
								240		—		12		252
Short term notes payable
8% unsecured (4)	Various		8	%		N/A		6,146		(357)		—		5,789
10% unsecured (5)	Various		10	%		N/A		3,551		(386)		—		3,165
12% unsecured (6)	On Demand		12	%		N/A		440		—		—		440
0% unsecured (7)	8/1/2020		0	%		N/A		1,156		(49)		—		1,107
								11,293		(792)		—		10,501
Ending balance as of March 31, 2020							$	13,168	$	(864)	$	12	$	12,316

		Stated
		Interest			Conversion				Remaining		Carrying
	Maturity Date	Rate			Price		Face Value		Debt Discount		Value
Short term convertible notes payable
6% unsecured (1)	Due		6	%	$	3.09	$	135	$	—	$	135
10% unsecured (2)	4/18/2020		10	%	$	0.22		500		(67)		433
								635		(67)		568
Short term notes payable
8% unsecured (4)	Various		8	%		N/A		555		(43)		512
10% unsecured (5)	Various		10	%		N/A		3,551		(73)		3,478
12% unsecured (6)	On Demand		12	%		N/A		440		—		440
0% unsecured (7)	8/1/2020		0	%		N/A		1,156		(85)		1,071
								5,702		(201)		5,501
Short term notes payable - related parties
10% unsecured - Related Parties (8)	On Demand		10	%		N/A		66		—		66
								66		—		66
Long term notes payable
8% unsecured (4)	Various		8	%		N/A		7,008		(420)		6,588
								7,008		(420)		6,588
Ending balance as of December 31, 2019							$	13,411	$	(688)	$	12,723

(1) This $135,000 note as of March 31, 2020 and December 31, 2019 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents.

(2) In February 2020, the Company entered into multiple one-year convertible notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $1.0 million. The Notes are convertible at $0.21 and bear interest at the rate of 10% per annum. Upon issuance of the Notes, the Holders also received a 2-year warrant to purchase a total of 1.4 million common shares at an exercise price of $0.35 per share. The fair value of the warrants was approximately $79,000 on the grant date.

(3) On February 13, 2020, the Company’s Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000, and the Company entered into a convertible note agreement for this amount (the “Goldman Note”). The Goldman Note bears interest rate at 10% per annum, and is repayable upon 15 days' notice from the holder.

The principal and interest of the Goldman Note is convertible at $0.25 per share. Additionally, the Company agreed to issue 0.5 million warrants (the “Warrants”) in conjunction with the Goldman Note. The Goldman Note also contains 50% warrants coverage upon conversion. The warrants have five-year term  and have an exercise price of $0.25.

The fair value of the Warrants was approximately $48,000, which were recorded as debt discount at the issuance date. Additionally, the Goldman Note contains embedded conversion options, that were determined to require bifurcation. The fair value of the conversion option was approximately $11,000 on the issuance date, which was recorded as additional debt discount. The Company recorded $59,000 interest expenses as amortization of this debt discount immediately as the term is on demand.

(4) During the three months ended March 31, 2020, the Company converted approximately $1.4 million of principal and $0.4 million of accrued interest into approximately 12.4 million shares of the Company’s common stock at a fair value of $2.4 million. The Company recorded approximately $0.6 million in debt extinguishment loss from this conversion.

(5) The approximate $3.6 million as of March 31, 2020 and December 31, 2019 consists of various promissory notes that were issued between October 1, 2018 and November 7, 2018.

On March 30, 2020, the Company entered into a Note Extension Agreement (the “Agreement”) with multiple holders with the following major adjustments:

-Extended existing $3.0 million promissory notes’ maturity dates to November 24, 2020;

-Issued a new 2-year warrant for up to 9.7 million shares of the Company’s common stock at an exercise price of $0.20 per share valued at $487,000 on the amendment date;

The amended promissory note Agreements total were approximately  $3.0 million. Approximately $2.0 million in notes were treated as a debt modification and the remaining $1.0 million note was treated as a debt extinguishment for accounting purposes. The Company recorded approximately $0.1 million loss on debt extinguishment.

(6) The $440,000 balance as of March 31, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000.

(7) On May 28, 2019, the Company issued a deferred note to a third-party vendor pursuant to a settlement agreement resolving past matters and providing for the restart of DCVax®-Direct Production.

As of March 31, 2020, the deferred note had $1.2 million principal outstanding.

(8) On September 26, 2018, Advent BioServices (“Advent”), a related party of the Company, provided a short-term loan in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the three months ended March 31, 2020, the Company made full repayment to Advent, including all outstanding interest.

Schedule of total interest expenses related to outstanding notes and mortgage loan

The following table summarizes total interest expenses related to outstanding notes for the three months ended March 31, 2020 and 2019, respectively (in thousands):

	For the three months ended
	March 31,
	2020		2019
Interest expenses related to outstanding notes:
Contractual interest	$	275	$	268
Amortization of debt discount		284		296
Total interest expenses related to outstanding notes		559		564
Interest expenses related to outstanding notes to related parties:
Contractual interest		4		191
Amortization of debt discount		59		—
Total interest expenses related to outstanding notes to related parties		63		191
Other interest expenses		3		1
Total interest expense	$	625	$	756

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2020

Summary of Significant Accounting Policies

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit), and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at March 31, 2020 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2020.

Use of Estimates

Use of Estimates

In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply.

Significant Accounting Policies

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report.

Recent Accounting Standards Not Yet Adopted

Recent Accounting Standards Not Yet Adopted

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures

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Net Earnings (Loss) per Share Applicable to Common Stockholders (Details) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	480,854	498,842
Common stock options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	103,409	100,159
Common stock warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	365,706	357,428
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	11,739	11,739
Convertible notes and accrued interest [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	0	29,516

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Stockholders' Deficit (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Stockholders' Deficit
Number of Warrants, Outstanding	359,473
Number of Warrants, Warrants granted	20,965
Weighted Average Exercise Price - Warrants granted	$ 0.23
Number of Warrants, Warrants expired and cancellation	(2,993)
Number of Warrants, Outstanding	377,445	359,473
Weighted Average Exercise Price - Outstanding	$ 0.27
Weighted Average Exercise Price - Outstanding	$ 0.26	$ 0.27
Remaining Contractual Term	1 year 3 months 26 days	1 year 5 months 1 day

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Commitments and Contingencies - Additional Informations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Operating Lease, Right-of-Use Asset	$ 4,334,000	$ 4,679,000
Operating Lease, Liability	$ 4,900,000
Lease, Practical Expedient, Lessor Single Lease Component [true false]	true
Lessee, Operating Lease, Term of Contract	20 years
Maximum
Estimated amount of damages payable	$ 800,000
Minimum
Estimated amount of damages payable	0
UNITED KINGDOM
Operating Lease, Liability	4,586,000
UNITED STATES
Operating Lease, Liability	$ 314,000

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Stock-based Compensation - Summary of stock-based compensation expense (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2020	Mar. 31, 2019
Total stock-based compensation expense		$ 364	$ 553
Research and development
Total stock-based compensation expense		(23)	104
General and administrative
Total stock-based compensation expense	[1]	$ 387	$ 449

[1] The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees.

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2020	Jun. 12, 2020
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2020
Document Fiscal Year Focus	2020
Document Fiscal Period Focus	Q1
Entity Registrant Name	NORTHWEST BIOTHERAPEUTICS INC
Entity Central Index Key	0001072379
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Interactive Data Current	Yes
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Trading Symbol	NWBO
Entity Common Stock, Shares Outstanding		710,282,469

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CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Common Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Accumulated Other Comprehensive Income (Loss)	Total
Balance at Dec. 31, 2018	$ 523	$ 775,741	$ (10)	$ (824,413)	$ 1,000	$ (47,159)
Balance (in shares) at Dec. 31, 2018	523,232
Warrants exercised for cash	$ 3	685	0	0	0	688
Warrants exercised for cash (in shares)	2,986
Reclassification of warrant liabilities related to warrants exercised for cash	$ 0	509	0	0	0	509
Issuance of common stock and warrants for conversion of debt and accrued interest	$ 11	2,990	0	0	0	3,001
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares)	10,873
Stock-based compensation	$ 0	553	0	0	0	553
Stock-based compensation (in shares)	0
Cumulative effect of adopting new accounting standard	$ 0	0	0	4,802	0	4,802
Net income (loss)	0	0	0	(20,946)	0	(20,946)
Cumulative translation adjustment	0	0	0	0	56	56
Balance at Mar. 31, 2019	$ 537	780,478	(10)	(840,557)	1,056	(58,496)
Balance (in shares) at Mar. 31, 2019	537,091
Balance at Dec. 31, 2019	$ 614	794,900	(10)	(839,907)	836	(43,567)
Balance (in shares) at Dec. 31, 2019	614,292
Issuance of common stock and warrants for cash in a registered direct offering	$ 34	2,011	0	0	0	2,045
Issuance of common stock and warrants for cash in a registered direct offering (in shares)	34,466
Reclassification of warrant liabilities related to warrants exercised for cash						0
Issuance of common stock and warrants for conversion of debt and accrued interest	$ 13	2,386	0	0	0	2,399
Issuance of common stock and warrants for conversion of debt and accrued interest (in shares)	12,417
Stock-based compensation	$ 1	363	0	0	0	364
Stock-based compensation (in shares)	973
Net income (loss)	$ 0	0	0	2,726	0	2,726
Cumulative translation adjustment	0	0	0	0	1,041	1,041
Balance at Mar. 31, 2020	$ 662	$ 799,660	$ (10)	$ (837,181)	$ 1,877	$ (34,992)
Balance (in shares) at Mar. 31, 2020	662,148

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Outstanding Debt - Outstanding debt (Details) - USD ($)		3 Months Ended	12 Months Ended
		Mar. 31, 2020	Dec. 31, 2019	Feb. 29, 2020
Debt Instrument, Face Value		$ 13,168,000	$ 13,411,000
Debt Instrument, Remaining Debt Discount		(864,000)	(688,000)
Debt Instrument, Embedded Conversion Option		12,000
Debt Instrument, Carrying Value		$ 12,316,000	$ 12,723,000
12% unsecured [Member]
Debt Instrument, Stated Interest Rate		12.00%	12.00%
Debt Instrument, Face Value		$ 440,000	$ 440,000
Short-term Debt [Member]
Debt Instrument, Stated Interest Rate		0.00%
Debt Instrument, Face Value		$ 1,635,000	635,000
Debt Instrument, Remaining Debt Discount		(72,000)	(67,000)
Debt Instrument, Carrying Value		$ 1,563,000	$ 568,000
Short-term Debt [Member] | 6% unsecured [Member]
Debt Instrument, Maturity Date, Description	[1]	Due	Due
Debt Instrument, Stated Interest Rate	[1]	6.00%	6.00%
Debt Instrument, Conversion Price	[1]	$ 3.09	$ 3.09
Debt Instrument, Face Value	[1]	$ 135,000	$ 135,000
Debt Instrument, Remaining Debt Discount	[1]	0	0
Debt Instrument, Carrying Value	[1]	$ 135,000	$ 135,000
Short-term Debt [Member] | 10% unsecured [Member]
Debt Instrument, Maturity Date, Description		Various	4/18/2020
Debt Instrument, Stated Interest Rate		10.00%	10.00%
Debt Instrument, Conversion Price		$ 0.21	$ 0.22	$ 0.21
Debt Instrument, Face Value		$ 1,500,000	$ 500,000	$ 1,000,000
Debt Instrument, Remaining Debt Discount		(72,000)	(67,000)
Debt Instrument, Carrying Value		$ 1,428,000	433,000
Short Term Notes Payable Related Parties [Member]
Debt Instrument, Stated Interest Rate		0.00%
Debt Instrument, Face Value		$ 240,000	66,000
Debt Instrument, Remaining Debt Discount		0	0
Debt Instrument, Embedded Conversion Option		12,000
Debt Instrument, Carrying Value		$ 252,000	$ 66,000
Short Term Notes Payable Related Parties [Member] | 10% unsecured [Member]
Debt Instrument, Maturity Date, Description		On Demand	On Demand
Debt Instrument, Stated Interest Rate		10.00%	10.00%
Debt Instrument, Face Value		$ 240,000	$ 66,000
Debt Instrument, Remaining Debt Discount		0	0
Debt Instrument, Embedded Conversion Option		12,000
Debt Instrument, Carrying Value		$ 252,000	66,000
Short Term Notes Payable [Member]
Debt Instrument, Stated Interest Rate		0.00%
Debt Instrument, Face Value		$ 11,293,000	5,702,000
Debt Instrument, Remaining Debt Discount		(792,000)	(201,000)
Debt Instrument, Carrying Value		$ 10,501,000	$ 5,501,000
Short Term Notes Payable [Member] | 8% unsecured [Member]
Debt Instrument, Maturity Date, Description		Various	Various
Debt Instrument, Stated Interest Rate		8.00%	8.00%
Debt Instrument, Face Value		$ 6,146,000	$ 555,000
Debt Instrument, Remaining Debt Discount		(357,000)	(43,000)
Debt Instrument, Carrying Value		$ 5,789,000	$ 512,000
Short Term Notes Payable [Member] | 10% unsecured [Member]
Debt Instrument, Maturity Date, Description		Various	Various
Debt Instrument, Stated Interest Rate		10.00%	10.00%
Debt Instrument, Face Value		$ 3,551,000	$ 3,551,000
Debt Instrument, Remaining Debt Discount		(386,000)	(73,000)
Debt Instrument, Carrying Value		$ 3,165,000	$ 3,478,000
Short Term Notes Payable [Member] | 12% unsecured [Member]
Debt Instrument, Maturity Date, Description		On Demand	On Demand
Debt Instrument, Stated Interest Rate		12.00%	12.00%
Debt Instrument, Face Value		$ 440,000	$ 440,000
Debt Instrument, Remaining Debt Discount		0	0
Debt Instrument, Carrying Value		$ 440,000	$ 440,000
Short Term Notes Payable [Member] | 0% unsecured [Member]
Debt Instrument, Maturity Date, Description		8/1/2020	8/1/2020
Debt Instrument, Stated Interest Rate		0.00%	0.00%
Debt Instrument, Face Value		$ 1,156,000	$ 1,156,000
Debt Instrument, Remaining Debt Discount		(49,000)	(85,000)
Debt Instrument, Carrying Value		$ 1,107,000	1,071,000
Long Term Notes Payable [Member]
Debt Instrument, Face Value			7,008,000
Debt Instrument, Remaining Debt Discount			(420,000)
Debt Instrument, Carrying Value			$ 6,588,000
Long Term Notes Payable [Member] | 8% unsecured [Member]
Debt Instrument, Maturity Date, Description			Various
Debt Instrument, Stated Interest Rate			8.00%
Debt Instrument, Face Value			$ 7,008,000
Debt Instrument, Remaining Debt Discount			(420,000)
Debt Instrument, Carrying Value			$ 6,588,000

[1] This $135,000 note as of March 31, 2020 and December 31, 2019 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents.

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Financial Condition, Going Concern and Management Plans

3 Months Ended

Mar. 31, 2020

Financial Condition, Going Concern and Management Plans

Financial Condition, Going Concern and Management Plans

2. Financial Condition, Going Concern and Management Plans

The Company has incurred annual net operating losses since its inception. Management believes that the Company has access to capital resources through the sale of equity and debt financing arrangements. However, the Company has not secured any commitments for new financing for this specific purpose at this time.

The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to R&D and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues.  Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations.  If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.

Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern within one year from the date of this filing. The condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

The COVID-19 situation, and related restrictions and lockdowns, have adversely affected the Company’s programs and may continue to adversely affect them. However, despite these difficulties, the Company believes that it is still substantially on track with the milestone timelines announced at the Annual Meeting. Examples of effects of the COVID-19 situation include the following:  the process for completion of the final data collection from trial sites for the Phase 3 trial has been materially slowed by the inability to perform in-person monitoring visits by the contract research organization by very limited availability of investigators and staff at trial sites (many of whom have been reassigned to treating COVID-19 patients), and substantially longer timeframes for Institutional Review Board or Ethics Committee meetings and regulatory processes for matters other than COVID-19. The Company has been unable to undertake compassionate use cases during part of March and during Q2, due to lockdowns, travel restrictions and hospitals focusing most of their personnel and resources on COVID-19 patients. In addition, manufacturing of DCVax products is impeded by personnel being under lockdown, and the buildout of the Sawston facility has been delayed by the construction sector shutdown and restrictions. The Company anticipates that such effects of the COVID-19 situation may continue for an extended period of time.  However, the Company is exploring possible ways of mitigating these effects, such as employing double shifts for some of the Sawston facility buildout.

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Outstanding Debt

3 Months Ended

Mar. 31, 2020

Outstanding Debt

Outstanding Debt

7. Outstanding Debt

The following two tables summarize outstanding debt as of March 31, 2020 and December 31, 2019, respectively (amount in thousands):

		Stated									Embedded
		Interest			Conversion				Remaining		Conversion		Carrying
	Maturity Date	Rate			Price		Face Value		Debt Discount		Option		Value
Short term convertible notes payable
6% unsecured (1)	Due		6	%	$	3.09	$	135	$	—	$	—	$	135
10% unsecured (2)	Various		10	%	$	0.21		1,500		(72)		—		1,428
								1,635		(72)		—		1,563
Short term convertible notes payable - related parties
10% unsecured - Related Parties (3)	On Demand		10	%		N/A		240		—		12		252
								240		—		12		252
Short term notes payable
8% unsecured (4)	Various		8	%		N/A		6,146		(357)		—		5,789
10% unsecured (5)	Various		10	%		N/A		3,551		(386)		—		3,165
12% unsecured (6)	On Demand		12	%		N/A		440		—		—		440
0% unsecured (7)	8/1/2020		0	%		N/A		1,156		(49)		—		1,107
								11,293		(792)		—		10,501
Ending balance as of March 31, 2020							$	13,168	$	(864)	$	12	$	12,316

		Stated
		Interest			Conversion				Remaining		Carrying
	Maturity Date	Rate			Price		Face Value		Debt Discount		Value
Short term convertible notes payable
6% unsecured (1)	Due		6	%	$	3.09	$	135	$	—	$	135
10% unsecured (2)	4/18/2020		10	%	$	0.22		500		(67)		433
								635		(67)		568
Short term notes payable
8% unsecured (4)	Various		8	%		N/A		555		(43)		512
10% unsecured (5)	Various		10	%		N/A		3,551		(73)		3,478
12% unsecured (6)	On Demand		12	%		N/A		440		—		440
0% unsecured (7)	8/1/2020		0	%		N/A		1,156		(85)		1,071
								5,702		(201)		5,501
Short term notes payable - related parties
10% unsecured - Related Parties (8)	On Demand		10	%		N/A		66		—		66
								66		—		66
Long term notes payable
8% unsecured (4)	Various		8	%		N/A		7,008		(420)		6,588
								7,008		(420)		6,588
Ending balance as of December 31, 2019							$	13,411	$	(688)	$	12,723

(1) This $135,000 note as of March 31, 2020 and December 31, 2019 consists of two separate 6% notes in the amounts of $110,000 and $25,000. In regard to the $110,000 note, the Company has made ongoing attempts to locate the creditor to repay or convert this note, but has been unable to locate the creditor to date. In regard to the $25,000 note, the holder has elected to convert these notes into equity, the Company has delivered the applicable conversion documents to the holder, and the Company is waiting for the holder to execute and return the documents.

(2) In February 2020, the Company entered into multiple one-year convertible notes (the “Notes”) with multiple holders (the “Holders”) for an aggregate principal amount of $1.0 million. The Notes are convertible at $0.21 and bear interest at the rate of 10% per annum. Upon issuance of the Notes, the Holders also received a 2-year warrant to purchase a total of 1.4 million common shares at an exercise price of $0.35 per share. The fair value of the warrants was approximately $79,000 on the grant date.

(3) On February 13, 2020, the Company’s Senior Vice President, General Counsel, Leslie Goldman, loaned the Company $240,000, and the Company entered into a convertible note agreement for this amount (the “Goldman Note”). The Goldman Note bears interest rate at 10% per annum, and is repayable upon 15 days' notice from the holder.

The principal and interest of the Goldman Note is convertible at $0.25 per share. Additionally, the Company agreed to issue 0.5 million warrants (the “Warrants”) in conjunction with the Goldman Note. The Goldman Note also contains 50% warrants coverage upon conversion. The warrants have five-year term  and have an exercise price of $0.25.

The fair value of the Warrants was approximately $48,000, which were recorded as debt discount at the issuance date. Additionally, the Goldman Note contains embedded conversion options, that were determined to require bifurcation. The fair value of the conversion option was approximately $11,000 on the issuance date, which was recorded as additional debt discount. The Company recorded $59,000 interest expenses as amortization of this debt discount immediately as the term is on demand.

(4) During the three months ended March 31, 2020, the Company converted approximately $1.4 million of principal and $0.4 million of accrued interest into approximately 12.4 million shares of the Company’s common stock at a fair value of $2.4 million. The Company recorded approximately $0.6 million in debt extinguishment loss from this conversion.

(5) The approximate $3.6 million as of March 31, 2020 and December 31, 2019 consists of various promissory notes that were issued between October 1, 2018 and November 7, 2018.

On March 30, 2020, the Company entered into a Note Extension Agreement (the “Agreement”) with multiple holders with the following major adjustments:

-Extended existing $3.0 million promissory notes’ maturity dates to November 24, 2020;

-Issued a new 2-year warrant for up to 9.7 million shares of the Company’s common stock at an exercise price of $0.20 per share valued at $487,000 on the amendment date;

The amended promissory note Agreements total were approximately  $3.0 million. Approximately $2.0 million in notes were treated as a debt modification and the remaining $1.0 million note was treated as a debt extinguishment for accounting purposes. The Company recorded approximately $0.1 million loss on debt extinguishment.

(6) The $440,000 balance as of March 31, 2020 and December 31, 2019 consists of two separate 12% demand notes in the amounts of $300,000 and $140,000.

(7) On May 28, 2019, the Company issued a deferred note to a third-party vendor pursuant to a settlement agreement resolving past matters and providing for the restart of DCVax®-Direct Production.

As of March 31, 2020, the deferred note had $1.2 million principal outstanding.

(8) On September 26, 2018, Advent BioServices (“Advent”), a related party of the Company, provided a short-term loan in the amount of $65,000. The loan bears interest at 10% per annum, and is payable upon demand, with 7 days’ prior written notice to the Company. During the three months ended March 31, 2020, the Company made full repayment to Advent, including all outstanding interest.

The following table summarizes total interest expenses related to outstanding notes for the three months ended March 31, 2020 and 2019, respectively (in thousands):

	For the three months ended
	March 31,
	2020		2019
Interest expenses related to outstanding notes:
Contractual interest	$	275	$	268
Amortization of debt discount		284		296
Total interest expenses related to outstanding notes		559		564
Interest expenses related to outstanding notes to related parties:
Contractual interest		4		191
Amortization of debt discount		59		—
Total interest expenses related to outstanding notes to related parties		63		191
Other interest expenses		3		1
Total interest expense	$	625	$	756

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2020

Summary of Significant Accounting Policies

Summary of Significant Accounting Policies

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All material intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The condensed consolidated balance sheet as of March 31, 2020, condensed consolidated statements of operations and comprehensive loss, condensed consolidated statement of stockholders’ equity (deficit), and the condensed consolidated statements of cash flows for the three months ended March 31, 2020 and 2019 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2020 are not necessarily indicative of results to be expected for the year ending December 31, 2020 or for any future interim period. The condensed consolidated balance sheet at March 31, 2020 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2019 and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on March 16, 2020.

Use of Estimates

In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates. On an ongoing basis, the Company evaluates its estimates and assumptions. These estimates and assumptions include valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets and whether impairment charges may apply.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2019 Annual Report.

Recent Accounting Standards Not Yet Adopted

Income Taxes

In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions to the general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted. The Company is currently evaluating the impact of this standard on its condensed consolidated financial statements and related disclosures

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2020

Commitments and Contingencies.

Commitments and Contingencies

11. Commitments and Contingencies

Operating Lease

The Company adopted ASC Topic 842 - Leases as of January 1, 2019, using the transition method wherein entities were allowed to initially apply the new leases standard at adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.

The Company has operating leases for corporate offices in the U.S., U.K., Germany and the Netherlands, and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The renewal options have not been included in the calculation of the lease liabilities and right-of-use (“ROU”) assets as the Company is not reasonably certain to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense.

At March 31, 2020, the Company had operating lease liabilities of approximately $4.9 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. ROU assets of approximately $4.3 million for the Sawston lease and US office lease were included in the consolidated balance sheet.

The following summarizes quantitative information about the Company’s operating leases:

	For the Three Months ended
	March 31, 2020
	U.K			U.S			Total
Lease cost
Operating lease cost	$	152		$	82		$	234
Short-term lease cost		12			—			12
Variable lease cost		45			4			49
Total	$	209		$	86		$	295
Other information
Operating cash flows from operating leases	$	—		$	(244)		$	(244)
Weighted-average remaining lease term – operating leases		10.0			0.9
Weighted-average discount rate – operating leases		12	%		12	%

	For the Three Months Ended
	March 31, 2019
	U.K			U.S			Total
Lease cost
Operating lease cost	$	155		$	—		$	155
Short-term lease cost		14			81			95
Variable lease cost		—			2			2
Total	$	169		$	83		$	252
Other information
Operating cash flows from operating leases	$	—		$	—		$	—
Weighted-average remaining lease term – operating leases		10.7			1.4
Weighted-average discount rate – operating leases		12	%		12	%

The Company recorded lease costs as a component of general and administrative expense during the three months ended March 31, 2020 and 2019, respectively.

Maturities of the operating leases, excluding short-term leases, are as follows:

	U.K		U.S		Total
Remaining nine months ended December 31, 2020	$	464	$	251	$	715
Year ended December 31, 2021		619		84		703
Year ended December 31, 2022		619		—		619
Year ended December 31, 2023		619		—		619
Year ended December 31, 2024		619		—		619
Thereafter		8,642		—		8,642
Total		11,582		335		11,917
Less present value discount		(6,996)		(21)		(7,017)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at March 31, 2020	$	4,586	$	314	$	4,900

German Tax Authorities

The German Tax authorities have contacted our subsidiary, NW Bio GmbH, and have asserted that funding provided by NW Bio, Inc., to its wholly owned subsidiary in Germany, NWBio GmbH, during 2013 through 2015 may be deemed to be a “profit distribution” even though neither NW Bio, Inc. nor NW Bio GmbH made any profit during the period in question, and even though the funds provided by NW Bio, Inc. were used by NW Bio GmbH entirely for operating expenses and clinical trial costs. The German Tax authorities are seeking to tax this deemed “profit distribution.” We are in the process of working to resolve this matter and it is too early at this point to determine the outcome.  There can be no assurance that the German tax authority will agree with our position, even if they appear to be open to discussions and approaches taken under the German-US tax treaty and OECD Transfer pricing that would result in our calculations that there is no tax liability.    The Company currently anticipates that the amount that NW Bio GmbH may ultimately have to pay for this matter is estimated to be between $0 to $800,000 after further proceedings (including application of the US-German tax treaty), however, under ASC 740 it is in the view of the Company that it is not more likely than not that the resolution of these tax matters will result in a net material charge.

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Related Party Transactions (Tables)

3 Months Ended

Mar. 31, 2020

Related Party Transactions

Schedule of expenses incurred to related parties and amounts invoiced some of which remain unpaid

The following table summarizes expenses incurred to related parties (i.e., amounts invoiced) during the three months ended March 31, 2020 and 2019 (amount in thousands) (some of which remain unpaid as noted in the second table below):

	For the three months ended
	March 31,
	2020		2019
Advent BioServices	$	1,324	$	1,450

Schedule of outstanding unpaid accounts payable held by related parties

The following table summarizes outstanding unpaid accounts payable held by related parties as of March 31, 2020 and December 31, 2019 (amount in thousands).  These unpaid amounts include part of the expenses reported in the table above and also certain expenses incurred in prior periods.

	March 31,		December 31,
	2020		2019
Advent BioServices	$	820	$	834

Schedule of total interest expenses related to outstanding notes to related parties

The following table summarizes total interest expenses related to outstanding notes to related parties for the three months ended March 31, 2020 and 2019, respectively (in thousands):

	For the three months ended
	March 31,
	2020		2019
Interest expenses related to outstanding notes to related parties:
Contractual interest	$	4	$	191
Amortization of debt discount		59		—
Total interest expense	$	63	$	191

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Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2020

Stock-based Compensation

Summary of stock option activity

The following table summarizes stock option activity for the Company’s option plans during the three months ended March 31, 2020 (amount in thousands, except per share number):

				Weighted Average
				Remaining
		Weighted Average		Contractual Life	Total Intrinsic
	Number of Shares	Exercise Price		(in years)	Value
Outstanding as of January 1, 2020	104,659	$	0.24	8.4	$	—
Forfeited/expired	(1,250)		0.21	—		—
Outstanding as of March 31, 2020	103,409	$	0.24	8.1	$	—
Options vested and exercisable	99,167	$	0.24	8.1	$	—

Summary of stock-based compensation expense

The following table summarizes stock-based compensation expense related to stock options for the three months ended March 31, 2020 and 2019 (in thousands):

	For the three months ended
	March 31,
	2020		2019
Research and development	$	(23)	$	104
General and administrative (1)		387		449
Total stock-based compensation expense	$	364	$	553

(1) The general and administrative expense during the three months ended March 31, 2020 and 2019 is related to the applicable vesting portion of stock options awards made in the past to directors and employees.

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Related Party Transactions - Total interest expenses (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Related Party Transactions
Contractual interest	$ 4	$ 191
Amortization of debt discount	59
Total interest expense	$ 63	$ 191

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Commitments and Contingencies (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Lease cost
Operating lease cost	$ 234	$ 155
Short-term lease cost	12	95
Variable lease cost	49	2
Total	295	252
Other information
Operating cash flows from operating leases	(244)
UNITED KINGDOM
Lease cost
Operating lease cost	152	155
Short-term lease cost	12	14
Variable lease cost	45
Total	$ 209	$ 169
Other information
Weighted-average remaining lease term - operating leases	10 years	10 years 8 months 12 days
Weighted-average discount rate - operating leases	12.00%	12.00%
UNITED STATES
Lease cost
Operating lease cost	$ 82
Short-term lease cost		$ 81
Variable lease cost	4	2
Total	86	$ 83
Other information
Operating cash flows from operating leases	$ (244)
Weighted-average remaining lease term - operating leases	10 months 24 days	1 year 4 months 24 days
Weighted-average discount rate - operating leases	12.00%	12.00%

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Stockholders' Deficit (Tables)

3 Months Ended

Mar. 31, 2020

Stockholders' Deficit

Schedule of warrant activity

The following is a summary of warrant activity for the three months ended March 31, 2020 (dollars in thousands, except per share data):

	Number of	Weighted Average		Remaining
	Warrants	Exercise Price		Contractual Term
Outstanding as of January 1, 2020	359,473	$	0.27	1.42
Warrants granted	20,965		0.23
Warrants expired and cancellation	(2,993)		—
Outstanding as of March 31, 2020	377,445	$	0.26	1.32

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Property, Plant and Equipment (Tables)

3 Months Ended

Mar. 31, 2020

Property, Plant and Equipment

Schedule of property and equipment

Property and equipment consist of the following at March 31, 2020 and December 31, 2019 (in thousands):

	March 31,		December 31,		Estimated
	2020		2019		Useful Life
Leasehold improvements	$	230	$	186	Lesser of lease term or estimated useful life
Office furniture and equipment		63		59	3 years
Computer equipment and software		610		611	3 years
Land in the United Kingdom		84		90	NA
		987		946
Less: accumulated depreciation		(670)		(665)
Total property, plant and equipment, net	$	317	$	281
Construction in progress	$	171	$	171

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Related Party Transactions - Summary of outstanding unpaid accounts payable held by related parties (Details) - USD ($) $ in Thousands	Jun. 30, 2020	Mar. 31, 2020	Dec. 31, 2019	Mar. 31, 2019
Advent BioServices [Member]
Accounts Payable, Related Parties	$ 820	$ 1,324	$ 834	$ 1,450

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Stockholders' Deficit - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019	Dec. 31, 2019
Shareholders Deficit [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	8,500,000
Value of Warrants Exercised For Cash		$ 688
Warrants and Rights Outstanding, Term	2 years
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.25
Loss (gain) from extinguishment of debt	$ 715	$ 788
Common Stock, Shares, Issued	662,100,000		614,300,000
Fair Value Adjustment of Warrants	$ 2,500
Convertible Debt Securities [Member]
Shareholders Deficit [Line Items]
Debt Conversion, Original Debt, Amount	1,800
Debt Instrument, Increase, Accrued Interest	$ 12,400
Registered Direct Offering [Member]
Shareholders Deficit [Line Items]
Common Stock, Shares, Issued	34,500,000
Sale of Stock, Price Per Share	$ 5.70
Common Stock Shares Issued Upon Existing Loan Conversion	400,000
Placement Agent
Shareholders Deficit [Line Items]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	800,000
Warrants and Rights Outstanding, Term	2 years
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.21
Common Stock
Shareholders Deficit [Line Items]
Number Of Warrants Exercised For Cash		2,986
Value of Warrants Exercised For Cash		$ 3
Additional Paid-in Capital
Shareholders Deficit [Line Items]
Value of Warrants Exercised For Cash		$ 685
Minimum | Placement Agent
Shareholders Deficit [Line Items]
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.17

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Organization and Description of Business

3 Months Ended

Mar. 31, 2020

Organization and Description of Business

Organization and Description of Business

1. Organization and Description of Business

Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio GmbH, Aracaris Ltd, Aracaris Capital, Ltd, and Northwest Biotherapeutics B.V. (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers.

The Company relies upon contract manufacturers for production of its DCVax products, research and development services, distribution and logistics, and related services, in compliance with the Company’s specifications and the applicable regulatory requirements. The companies are Cognate BioServices in the U.S. and Advent BioServices (a related party) in the U.K. Both of these companies specialize in the production of living cell products.

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Stock-based Compensation - Stock option activity (Details) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2020	Dec. 31, 2019
Stock-based Compensation
Number of Shares, Outstanding	104,659
Number of Shares, Forfeited/expired	(1,250)
Number of Shares, Outstanding	103,409	104,659
Number of Options, Options vested and exercisable	99,167
Weighted Average Exercise Price, Outstanding	$ 0.24
Weighted Average Exercise Price, Forfeited/expired	0.21
Weighted Average Exercise Price, Outstanding	0.24	$ 0.24
Weighted Average Exercise Price, Options vested and exercisable	$ 0.24
Weighted Average Remaining Contractual Life (in years), Outstanding	8 years 1 month 6 days	8 years 4 months 24 days
Weighted Average Remaining Contractual Life (in years), Options vested and exercisable	8 years 1 month 6 days

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Revenues:
Research and other	$ 570	$ 339
Total revenues	570	339
Operating costs and expenses:
Research and development	3,757	3,004
General and administrative	4,171	3,562
Legal expenses	375	1,539
Total operating costs and expenses	8,303	8,105
Loss from operations	(7,733)	(7,766)
Other income (expense):
Change in fair value of derivative liabilities	12,927	(12,021)
Loss from extinguishment of debt	(715)	(788)
Interest expense	(625)	(756)
Foreign currency transaction gain (loss)	(1,128)	385
Total other income (expense)	10,459	(13,180)
Net income (loss)	2,726	(20,946)
Net loss applicable to common stockholders	2,726	(20,946)
Other comprehensive income (loss)
Foreign currency translation adjustment	1,041	56
Total comprehensive income (loss)	$ 3,767	$ (20,890)
Net earnings (loss) per share applicable to common stockholders Basic	$ 0.00	$ (0.04)
Net earnings (loss) per share applicable to common stockholders Diluted	$ 0.00	$ (0.04)
Weighted average shares used in computing basic earnings (loss) per share	640,390	529,133
Weighted average shares used in computing diluted earnings (loss) per share	648,858	529,133

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Property & Equipment - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2020	Mar. 31, 2019
Property, Plant and Equipment
Depreciation	$ 14,000	$ 2,000

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Subsequent Events

3 Months Ended

Mar. 31, 2020

Subsequent Events

Subsequent Events

12. Subsequent Events

Registered Offering

On April 8, 2020, the Company entered into financings totaling $3.8 million. The financings were comprised of $3.1 million from the offering of 19.9 million shares of common stock and 11.3 million new issued warrants, and $750,000 from a convertible note (the “April Note”). The common stock was offered at a price of $0.153 per share. The April Note is convertible at $0.17 per share and carries 50 % warrant coverage of the number of conversion shares issued. The warrants are exercisable at $0.20 per share.

During May 2020, the Company entered into financings totaling $3.3 million (the “May Financings”). The financings were comprised of $3.1 million from the offering of 15.7 million shares of common stock and 5.6 million warrants. The common stock was offered at a price between $0.17 and $0.225 per share. The warrants have an exercise price between $0.22 and $0.23 per share and an exercise period between 1.5-2.5 years.

All of the warrants issued in these financings are suspended until November 1, 2020.  In addition, as part of these agreements, the investors who have existing outstanding warrants that have not already been suspended until November 1 are suspending approximately 14.6 million existing warrants until November 1, 2020.

Cambridge Loan

On March 26, 2020, the Company entered into a Loan Agreement (the “Loan Agreement”) with Cambridge & Peterborough Combined Authority (the “Lender”) for a loan of £1.35 million (approximately $1.7 million) (the “Loan”) for the next phase of buildout of the Sawston facility.  The Company received funds on April 6, 2020. The Lender provides funding for selected economic development projects in the Cambridge region through a competitive selection process.

Under the Loan Agreement, there will be no repayments during the first year of the Loan term, although interest will accrue. Following the first anniversary, repayment of the Loan principal and interest will take place over 4 years, for a total term of 5 years.  The interest rate on the Loan is 6.25% per annum.

In conjunction with the Loan, the Company entered into a Security Agreement with the Lender granting a security interest in the Company’s 17-acre property in Sawston, U.K. to secure the Loan.  No other tangible or intangible assets of the Company or its subsidiaries are subject to any security interest.  The security interest on the 17-acre property will be released upon completion of repayment.

Debt Offering

On May 20, 2020, the Company entered into a note purchase agreement (the “Note”) with an individual investor for an aggregate principal amount of $1,655,000.  The Note bears interest at 8% per annum with a 21-month term. There are no repayments during the first 7 months of the term.  The note is amortized in 14 installments starting in month 8.  The note carries an original issue discount of $150,000 and $5,000 legal costs that were reimbursable to the investor.

The May Financings also included $500,000 from a convertible note (the “May Note”).  The May Note is convertible at $0.25 per share and contains 40% warrant coverage of the number of conversion shares issued. The warrants are exercisable at $0.25 per share and an exercise period of 2.5 years.

Debt Conversion

During April and May, 2020, the Company converted approximately $0.9 million outstanding debt and interest into 7.1 million shares of common stock.  

Warrant Adjustments and Expirations

During May and June, 2020, approximately 62 million warrants have expired or are scheduled to expire, in addition to the warrants suspended under the arrangements described below.

During April and May, 2020, the Company has been undertaking negotiations related to certain warrant adjustments, including suspending certain warrants, making them unexercisable for a defined period, and extensions of the warrants suspended.

As previously reported, on May 10, 2020, for a number of unrelated warrant holders, the Company agreed to issue  17.5% new warrants and extend the investors’ current warrant term by six months, in consideration of the investor’s suspension of the current and newly issued warrants until November 1, 2020. The unrelated investors suspended a total of approximately 81 million warrants. The Company agreed to issue  14.2 million new warrants to these investors under the suspension agreements, and these additional warrants were also suspended until November 1, 2020.

As also previously reported, on April 30, 2020, the Company’s entered into an agreement with its CEO, Linda Powers, in regard to approximately 90 million warrants and options held by Ms. Powers. She agreed to suspend approximately 60 million existing warrants and options held or due to her until November 1, 2020, making them unexercisable during this period.  In consideration, the Company extended the exercise period of a separate 29 million existing warrants held by Ms. Powers (not part of the 60 million warrants and options), and Ms. Powers also agreed to suspend those 29 million warrants until November 1, 2020.  The extension of the 29 million warrants provides an exercise period of 2-1/2 years after the suspension period.

Total expirations and suspensions through the end of June, 2020, equal approximately 268 million exercise shares. Of this total, approximately 248 million represent existing warrants or options and approximately 20 million were newly issued warrant shares.

Warrants Exercised for Cash

During May 2020, the Company received aggregate proceeds of $2.3 million from the exercise of warrants with an exercise price between $0.24 and $0.27.  The Company issued approximately 9.4 million shares of common stock upon these warrant exercises.

Equity Compensation Plan

On May 29, 2020 the Company approved establishing a new equity compensation plan.

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Net Earnings (Loss) per Share Applicable to Common Stockholders

3 Months Ended

Mar. 31, 2020

Net Earnings (Loss) per Share Applicable to Common Stockholders

Net Earnings (Loss) per Share Applicable to Common Stockholders

8. Net Earnings (Loss) per Share Applicable to Common Stockholders

Basic earnings (loss) per common share is computed by dividing net earnings (loss) by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per common share is computed similar to basic earnings (loss) per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Diluted weighted average common shares include common stock potentially issuable under the Company's convertible notes, warrants and vested and unvested stock options.

The following table sets forth the computation of earnings (loss) per share (amounts in thousands except per share data):

	For the three months ended
	March 31,
	2020		2019
Net earnings (loss) - basic	$	2,726	$	(20,946)
Interest on convertible notes		173		—
Net earnings (loss) - diluted	$	2,899	$	(20,946)
Weighted average shares outstanding - basic		640,390		529,133
Convertible notes and accrued interest		8,468		—
Weighted average shares outstanding - diluted		648,858		529,133

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands):

	For the three months ended
	March 31,
	2020	2019
Common stock options	103,409	100,159
Common stock warrants	365,706	357,428
Contingently issuable warrants	11,739	11,739
Convertible notes and accrued interest	—	29,516
Potentially dilutive securities	480,854	498,842

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Fair Value Measurements

3 Months Ended

Mar. 31, 2020

Fair Value Measurements

Fair Value Measurements

4. Fair Value Measurements

In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the outstanding warrants and certain embedded conversion feature associated with convertible debt on a recurring basis to determine the fair value of the liability. ASC 820 also establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:

Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date

Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable

Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of March 31, 2020 and December 31, 2019 (in thousands):

	Fair value measured at March 31, 2020
			Quoted prices		Significant
			in active		other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	March 31, 2020		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	12,106	$	—	$	—	$	12,106
Embedded conversion option		12		—		—		12
Contingent payable derivative liability		6,679		—		—		6,679
Total fair value	$	18,797	$	—	$	—	$	18,797

	Fair value measured at December 31, 2019
			Quoted prices		Significant
			in active		other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	December 31, 2019		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	20,213	$	—	$	—	$	20,213
Contingent payable derivative liability		7,261		—		—		7,261
Total fair value	$	27,474	$	—	$	—	$	27,474

There were no transfers between Level 1, 2 or 3 during the three-month period ended March 31, 2020.

The following table presents changes in Level 3 liabilities measured at fair value for the three-month period ended March 31, 2020. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).

	Warrant		Embedded		Contingent Payable
	Liability		Conversion Option		Derivative Liability		Total
Balance – January 1, 2020	$	20,213	$	—	$	7,261	$	27,474
Additional warrant liability		4,239		—		—		4,239
Additional embedded conversion option		—		11		—		11
Change in fair value		(12,346)		1		(582)		(12,927)
Balance – March 31, 2020	$	12,106	$	12	$	6,679	$	18,797

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and embedded conversion feature that are categorized within Level 3 of the fair value hierarchy as of March 31, 2020 and December 31, 2019 is as follows:

	As of March 31, 2020
	Warrant			Embedded			Contingent Payable
	Liability			Conversion Option			Derivative Liability
Strike price	$	0.26		$	0.25		$	0.16	*
Remaining contractual term (years)		1.3			5.0			1.5
Volatility (annual)		81	%		95	%		73	%
Risk-free rate		0	%		0	%		0	%
Dividend yield (per share)		0	%		0	%		0	%

	As of December 31 2019
	Warrant			Contingent Payable
	Liability			Derivative Liability
Strike price	$	0.21		$	0.21	*
Remaining contractual term (years)		1.4			1.0
Volatility (annual)		74	%		62	%
Risk-free rate		2	%		2	%
Dividend yield (per share)		0	%		0	%

* contingent payable derivative liability based on stock price as of March 31, 2020 and December 31, 2019