UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices)
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(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: | ||
OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
Growth Company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. | Entry into a Material Definitive Agreement. |
Loan Entered Into
On April 26, 2024, Northwest Biotherapeutics, Inc. (the “Company”) entered into a Commercial Loan Agreement and Note (collectively, the “Loan Agreement”) with Streeterville Capital, LLC (the “Holder”) in the amount of $11,005,000. The Loan Agreement has a maturity of 22 months. Repayments do not start until December 26, 2024.
Following December 26, 2024, the Loan Agreement will be amortized in 14 equal monthly installments of principal at 110% of the pro rata amount, plus accrued interest. Interest on the Loan Agreement accrues at a rate of 8% per annum, and the Loan Agreement includes an original issue discount of ten percent. The Loan Agreement allows pre-payment at any time at the Company’s election. If the Company elects to pre-pay, the pre-payment would include a 10% charge. The Loan Agreement contains customary default provisions, including for potential acceleration.
The funds will be used for the Company’s ongoing business operations, including beginning initial construction works for the first grade C lab in the Company’s Sawston, UK facility, ordering certain initial long lead-time equipment for the first grade C lab, and facility preparations for delivery of the initial GMP units of the Flaskworks system.
Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHWEST BIOTHERAPEUTICS, INC. | ||
Date: May 2, 2024 | By: | /s/ Linda Powers |
Name: | Linda Powers | |
Title: | Chief Executive Officer and Chairman |
Cover |
Apr. 26, 2024 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Apr. 26, 2024 |
Entity File Number | 0-35737 |
Entity Registrant Name | Northwest Biotherapeutics, Inc. |
Entity Central Index Key | 0001072379 |
Entity Tax Identification Number | 94-3306718 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 4800 Montgomery Lane |
Entity Address, Address Line Two | Suite 800 |
Entity Address, City or Town | Bethesda |
Entity Address, State or Province | MD |
Entity Address, Postal Zip Code | 20814 |
City Area Code | 240 |
Local Phone Number | 497-9024 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock, par value, $0.001 per share |
Trading Symbol | NWBO |
Entity Emerging Growth Company | false |
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