-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PQHFdG8spoDvlNBv1AeLNmBhdn9F6l1fXH3bQtwyc3jVDmf5t7PRRmWo6NUOXaTV m36EfXvqFtihEHBy+ZgxZA== 0001144204-09-019111.txt : 20090406 0001144204-09-019111.hdr.sgml : 20090406 20090406163748 ACCESSION NUMBER: 0001144204-09-019111 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20090330 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant ITEM INFORMATION: Unregistered Sales of Equity Securities ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090406 DATE AS OF CHANGE: 20090406 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST BIOTHERAPEUTICS INC CENTRAL INDEX KEY: 0001072379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943306718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 09735444 BUSINESS ADDRESS: STREET 1: 7600 WISCONSIN AVE. STREET 2: SUITE 750 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: 4256083008 MAIL ADDRESS: STREET 1: 7600 WISCONSIN AVE. STREET 2: SUITE 750 CITY: BETHESDA STATE: MD ZIP: 20814 8-K 1 v145411_8k.htm Unassociated Document
 
SECURITIES AND EXCHANGE COMMISSION
 
WASHINGTON, D.C. 20549
 
 
FORM 8-K
 
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
 
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 30, 2009
 
 
NORTHWEST BIOTHERAPEUTICS, INC.
 
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
 
 
DELAWARE
        
         
(STATE OR OTHER
  
0-33393
  
94-3306718
         
JURISDICTION
  
(COMMISSION FILE
  
(I.R.S. EMPLOYER
         
OF INCORPORATION)
  
NUMBER)
  
IDENTIFICATION NO.)
 
7600 Wisconsin Avenue, Suite 750, Bethesda, MD 20814
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
 
 
REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE (240) 497-9024
 
 
 
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
¨ 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))

 
 
 
 
Item 1.01.
Entry into a Material Definitive Agreement

Northwest Biotherapeutics, Inc. (the “Company”) is receiving bridge funding totaling $1.1 million, which is being completed on April 6, 2009.  The funds are being transferred by participating investors during the period from March 30th to April 6th.   Private investors from both the US and the UK are participating, along with an institutional investor (Majedie Assest Management, Limited (“Majedie”))from the UK.  Of the total funding amount, $400,000 is coming from the US and £500,000  (approximately $700,000)  is coming from the UK.
 
The US investors are investing in the form of convertible notes (the “Notes”) that are unsecured obligations of the Company and have a maturity of two years from the date of issuance.  The Notes accrue interest at the rate of 6% per year.  At maturity, the principal and interest under each Note (the “Repayment Amount”) is convertible in whole or in part, at the discretion of the Holders, into common stock of the Company.  The conversion price for any such conversion will be $0.53 per share of common stock.  (The conversion price was the average of the closing prices of the Company’s stock on the US NASD Over the Counter Bulletin Board on the five trading days preceding the date of determination of the terms for this bridge funding.)  Accordingly, the total number of shares of the Company’s common stock that will be issued to the US investors at maturity, if all of them elect to convert the entire repayment Amount, will be 848,000.   Upon issuance, the conversion shares will not be registered.  The Company granted customary registration rights, including piggyback registration rights, for those conversion shares.  The Notes may be prepaid at the discretion of the Company at any time prior to maturity, without any prepayment penalty.  The Note also contains customary representations, warranties and covenants.
 
The UK investors are investing in the form of a purchase of common stock (the “Shares”).  The purchase price per Share is the same as the conversion price in the convertible notes for the US investors:  $0.53 per Share.  Accordingly, the total number of Shares being issued to the UK investors is 1,377,356.   In addition, the UK investors are receiving 15% warrant coverage, under which they may purchase up to a total of 206,760 shares of the Company’s common stock at an exercise price of $0.53 per share.  (The warrant coverage was determined to address the difference in the Company’s stock price on the London AIM Market and the US NASD Over the Counter Bulleting Board.)  The exercise period for the warrant is five years from the date of issuance.   Upon issuance, the Shares (and the shares issuable upon exercise of the warrant) will not be registered.  The Company granted customary registration rights, including piggyback registration rights.  The Securities Purchase Agreement also contains customary representations, warranties and covenants.

Item 2.03. 
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 2.03 by this reference.

 
 
 

Item 3.02.
Unregistered Sales of Equity Securities.

The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by this reference. The Company claims exemption from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of the Company’s common stock issuable pursuant to the Securities Purchase Agreement issued to Majedie and Private Investor under Section 4(2) of the Securities Act and/or Regulation D thereunder, as transactions not involving any public offering.  Majedie and Private Investor represented and warranted in the warrants that it is an “accredited investor,” as defined under the Securities Act. The Company claims this exemption on the basis that appropriate legends will be affixed to stock certificates issued to Majedie and Private Investor pursuant to the Stock Purchase Agreement.

Item 9.01.
Financial Statements and Exhibits.
 
 
(a)
Financial Statements of Businesses Acquired:  Not Applicable
 
 
(b)
Pro Forma Financial Information:  Not Applicable
 
 
(c)
Shell Company Transactions:  Not Applicable
 
 
(d)
Exhibits.
 
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 hereunto duly authorized.
 
Northwest Biotherapeutics, Inc.
   
By:
/s/ Alton L. Boynton 
   
 
Alton L. Boynton
 
President and Chief Executive  Officer
   
 
Date:  April 6, 2009
 
 
 
 
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