0001144204-13-019318.txt : 20130401 0001144204-13-019318.hdr.sgml : 20130401 20130401171831 ACCESSION NUMBER: 0001144204-13-019318 CONFORMED SUBMISSION TYPE: NT 10-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121231 FILED AS OF DATE: 20130401 DATE AS OF CHANGE: 20130401 EFFECTIVENESS DATE: 20130401 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: NT 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35737 FILM NUMBER: 13732354 BUSINESS ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (240) 497-9024 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 NT 10-K 1 v340109_nt10k.htm NOTIFICATION OF LATE FILING

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check One): x Form 10-K ¨ Form 20-F ¨ Form 11-K ¨ Form 10-Q ¨ Form N-SAR

For Period Ended: December 31, 2012

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transition Period Ended: ______________

Read attached instruction sheet before preparing form. Please print or type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification related to a portion of the filing checked above, identify the item(s) to which the notification relates: _____________________________________________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant: Northwest Biotherapeutics, Inc.

Former name if applicable: ___________________________________________

Address of principal executive office (street and number): 4800 Montgomery Lane, Suite 800

City, state and zip code: Bethesda, MD 20814

PART II

RULE 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense.
x	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c)has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

The Company’s Annual Report on Form 10-K for the year ended December 31, 2012 cannot be filed within the prescribed time period because the Company requires additional time for compilation and review to insure adequate disclosure of certain information required to be included in the Form 10-K. The Company’s Annual Report on Form 10-K will be filed on or before the 15th calendar day following the prescribed due date.

PART IV

OTHER INFORMATION

(1)

Name and telephone number of person to contact in regard to this notification:

Linda Powers, 240-497-9024

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s)

x Yes ¨ No

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ¨ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reason why a reasonable estimate of the results cannot be made.

We anticipate our financial results for the year ended December 31, 2012, will differ from the same period of the prior year due to: (i) increased clinical trial costs, and (ii) retirement of convertible notes, notes, payables, and accrued interest through the execution of conversion agreements with note holders and creditors. These transactions are expected to impact operating expenses and our net profit/loss for the period. The exact impact will not be known until our financial statements for December 31, 2012 are completed.

Northwest Biotherapeutics, Inc.

(Name of Registrant as specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.



Date: April 1, 2013	By:	/s/ Linda Powers
		Linda Powers Chief Executive Officer