8-K

UNITED STATES

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): November 25, 2013

NORTHWEST BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-33393	94-3306718
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer ID Number)

4800 Montgomery Lane, Suite 800, Bethesda, Maryland	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 filing 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 8.01. Other Events.

On November 25, 2013, we issued a press release announcing the closing of our recently announced underwritten public offering of our common stock and warrants to purchase shares of our common stock. The underwriters of the offering exercised in full their over-allotment option. We raised gross proceeds of $27.0 million in the offering. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press release of Northwest Biotherapeutics, Inc. issued November 25, 2013.

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.
Date: November 25, 2013	/s/ Linda F. Powers
	Linda F. Powers, Chief Executive Officer and Chairman

EX-99.1

Exhibit 99.1

	Northwest	t (240) 497-9024	www.nwbio.com
	Biotherapeutics, Inc.	f (240) 627-4121	NASDAQ:  NWBO
	4800 Montgomery Lane
	Suite 800
	Bethesda, MD 20814

For Immediate Release

Media Contacts:

Les Goldman  202-841-7909	Beverly Jedynak  312-943-1123
lgoldman@nwbio.com	bjedynak@janispr.com

NORTHWEST BIOTHERAPEUTICS COMPLETES

PUBLIC OFFERING OF COMMON STOCK AND WARRANTS;

UNDERWRITER EXERCISES FULL OVER-ALLOTMENT

BETHESDA, Md., November 25, 2013 - Northwest Biotherapeutics, Inc. (NASDAQ: NWBO), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, has completed an underwritten public offering of 4,895,834 units at a public offering price of $4.80 per unit, resulting in gross proceeds of $23,500,000. Northwest also announced today that the underwriter has exercised in full its option to purchase an additional 734,374 units to cover over-allotments. Exercise of the over-allotment option increases the gross proceeds to the Company to $27,025,000.

Each unit consists of one share of common stock, and a warrant to purchase 0.5 shares of common stock at an exercise price of $6.00 per share. The warrants are immediately exercisable and expire on the fifth anniversary of the date of issuance. The shares of common stock and warrants are immediately separable and will be issued separately.

Oppenheimer & Co. Inc. served as the sole book-running manager for the offering.

The securities described were offered pursuant to a shelf registration statement (File No. 333-185898), which was declared effective by the United States Securities and Exchange Commission ("SEC") on February 5, 2013.  A prospectus supplement and an accompanying prospectus relating to the offering was filed with the SEC. Electronic copies of the prospectus supplement and the accompanying prospectus relating to the offering may be obtained from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26^th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at EquityProspectus@opco.com, or by accessing the SEC’s website at www.sec.gov.

About Northwest Biotherapeutics

Northwest Biotherapeutics is a biotechnology company focused on developing immunotherapy products to treat cancers more effectively than current treatments, without toxicities of the kind associated with chemotherapies, and on a cost-effective basis, in both the United States and Europe.

Disclaimer

Statements made in this news release that are not historical facts, including statements concerning future treatment of patients using DCVax and future clinical trials, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” "plan," "continue," "may," "will," "anticipate," and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, including risks related to the Company’s use of the offering proceeds, the Company’s ability to raise additional capital, risks related to the Company’s ability to enroll patients in its clinical trials and complete the trials on a timely basis, the uncertainty of the clinical trials process, uncertainties about the timely performance of third parties, and whether the Company’s products will demonstrate safety and efficacy. Additional information on these and other factors, including Risk Factors, which could affect the Company’s results, is included in its Securities and Exchange Commission (“SEC”) filings. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. You should not place undue reliance on any forward-looking statements. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.