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 June 30, 2014

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 (State or Other Jurisdiction of Incorporation or Organization) 94-3306718 (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 and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
(do not check if a smaller reporting 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

As of August 13, 2014, the total number of shares of common stock, par value $0.001 per share, outstanding was 59,504,996.

NORTHWEST BIOTHERAPEUTICS, INC.

FORM 10-Q

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
Item 1.	Condensed Interim Financial Statements
	Condensed Consolidated Balance Sheets as of June 30, 2014 (unaudited) and December 31, 2013	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2014 and 2013 (unaudited)	4
	Condensed Consolidated Statement of Stockholders’ Deficit for the six months ended June 30, 2014 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2014 and 2013 (unaudited)	6
	Unaudited Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 4.	Controls and Procedures	21
PART II - OTHER INFORMATION
Item 1A.	Risk Factors	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 5.	Other Information	22
Item 6.	Exhibits	23
SIGNATURES		23

2

Part I – Financial Information

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share amount)

	June 30,			December 31,
	2014			2013
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	8,853		$	18,499
Prepaid expenses and other current assets		177			147
Cash in custody account		3,414			-
Total current assets		12,444			18,646
Property and equipment, net		77			83
Other non-current assets		55			55
Total assets	$	12,576		$	18,784
LIABILITIES, REDEEMABLE COMMON STOCK AND STOCKHOLDERS' DEFICIT
Current liabilities:
Accounts payable (includes related party of $2,768 and $3,619 as of June 30, 2014 and December 31, 2013, respectively)	$	9,543		$	8,937
Accrued expenses (includes related party of $7 and $5 as of June 30, 2014 and December 31, 2013, respectively)		655			842
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively)		238			288
Notes Payable - in dispute		934			934
Derivative liability associated with warrants		31,078			8,688
Total current liabilities		42,448			19,689
Redeemable common stock ($0.001 par value); 0 and 1,444,788 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively		-			8,913
Stockholders' deficit:
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively		-			-
Common stock ($0.001 par value); 450,000,000 shares authorized; 58,785,299 and 45,666,315 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively		59			46
Additional paid-in capital		427,177			375,213
Stock subscription receivable		(125	)		-
Accumulated deficit		(456,793	)		(384,887	)
Cumulative translation adjustment		(190	)		(190	)
Total stockholders' deficit		(29,872	)		(9,818	)
Total liabilities, redeemable common stock and stockholders' deficit	$	12,576		$	18,784

See accompanying notes to the unaudited condensed consolidated financial statements

3

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share data)

	Three months ended						Six months ended
	June 30,						June 30,
	2014			2013			2014			2013
Revenues:
Research grants and other	$	-		$	272		$	-		$	409
Total revenues		-			272			-			409
Operating costs and expenses:
Research and development		21,549			8,383			41,535			19,991
General and administration		3,875			3,290			7,570			5,760
Depreciation and amortization		3			3			6			6
Total operating costs and expenses		25,427			11,676			49,111			25,757
Loss from operations		(25,427	)		(11,404	)		(49,111	)		(25,348	)
Other income (expense):
Inducement expense		(5,089	)		-			(10,340	)		-
Change in fair value of derivatives		4,684			-			(12,300	)		-
Interest expense		(33	)		(190	)		(155	)		(640	)
Net loss	$	(25,865	)	$	(11,594	)	$	(71,906	)	$	(25,988	)
Net loss per share applicable to common stockholders - basic and diluted	$	(0.45	)	$	(0.40	)	$	(1.31	)	$	(0.93	)
Weighted average shares used in computing basic and diluted loss per share		57,442			29,105			54,923			28,078

See accompanying notes to the unaudited condensed consolidated financial statements 

4

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIT)

(Unaudited)

	Common Stock				Additional Paid-			Subscription			Accumulated			Cumulative Translation			Total Stockholders'
	Shares		Amount		in Capital			Receivable			Deficit			Adjustment			Equity (Deficit)
Balance December 31, 2013		45,666	$	46	$	375,213		$	-		$	(384,887	)	$	(190	)	$	(9,818	)
Issuance of common stock for cash in a private placement		32		-		224			-			-			-			224
Conversion of accounts payable to common stock and warrants - Cognate		1,482		2		5,925			-			-			-			5,927
Inducement expenses associated with Conversion of accounts payable to common stock and warrants - Cognate		-		-		2,800			-			-			-			2,800
Conversion of note payable and accrued interest to common stock		70		-		217			-			-			-			217
Proceeds from warrants exercises		722		1		2,691			-			-			-			2,692
Cashless warrants exercises		41		-		-			-			-			-			-
Redemption of redeemable securities		1,445		1		8,912			-			-			-			8,913
Adjustment for issuance of common stock in 2012		20		-		-			-			-			-			-
Offering costs		-		-		(1	)		-			-			-			(1	)
Issuance of common stock in exchange for services - non-employees		239		-		1,567			-			-			-			1,567
Stock based compensation subject to service conditions - Cognate		5,101		5		2,455			-			-			-			2,460
Net loss		-		-		-			-			(46,041	)		-			(46,041	)
Balance as of March 31, 2014		54,818		55		400,003			-			(430,928	)		(190	)		(31,060	)
Issuance of common stock for cash and overallotment rights		2,273		2		14,998			-			-			-			15,000
Offering costs		-		-		(1,104	)		-			-			-			(1,104	)
Proceeds from the issuance of common stock and warrants in a private placement		259		-		1,835			-			-			-			1,835
Proceeds from the issuance of common stock and warrants - Cognate		563		1		2,249			-			-			-			2,250
Inducement expenses associated with  issuance common stock and warrants for cash - Cognate		-		-		1,525			-			-			-			1,525
Subscription receivable for issuance of common stock		16		-		125			(125	)		-			-			-
Proceeds from warrants exercises		92		-		395			-			-			-			395
Cashless warrants exercise		13		-		-			-			-			-			-
Conversion of accounts payable to common stock and warrants - Cognate		727		1		2,908			-			-			-			2,909
Inducement expenses associated with issuance of common stock on conversion of accounts payable - Cognate		-		-		1,426			-			-			-			1,426
Issuance of common stock for services - non-employees		25		-		155			-			-			-			155
Stock based compensation subject to service conditions - Cognate		-		-		2,662			-			-			-			2,662
Net loss		-		-		-			-			(25,865	)		-			(25,865	)
Balance as of June 30, 2014		58,785	$	59	$	427,177		$	(125	)	$	(456,793	)	$	(190	)	$	(29,872	)

See accompanying notes to the unaudited condensed consolidated financial statements

5

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands) 

	Six months ended
	June 30,
	2014			2013
Cash Flows from Operating Activities:
Net Loss	$	(71,906	)	$	(25,988	)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization		6			6
Amortization of debt discount and accretion on redeemable securities		-			482
Change in fair value of derivatives		12,300			-
Accrued interest converted to common stock		76			-
Accreted interest on convertible promissory note		-			61
Stock-based compensation costs		-			1,219
Non-employee stock based compensation - Cognate		10,623			-
Stock and warrants issued for services		1,722			1,528
Inducement expense		10,340			-
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(30	)		(251	)
Accounts payable and accrued expenses		1,385			1,005
Related party accounts payable and accrued expenses		7,986			6,638
Deposits and other non-current assets		-			17
Net cash used in operating activities		(27,498	)		(15,283	)
Cash Flows from Investing Activities:
Cash deposited in custody account		(3,414	)		-
Net cash used in investing activities		(3,414	)		-
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable		-			400
Repayment of convertible promissory note		(25	)		-
Payments on note payable		-			(688	)
Proceeds from exercise of warrants		3,087			-
Proceeds from the issuance of common stock and warrants - Cognate		2,250			-
Proceeds from issuance common stock and warrants		2,059			10,210
Gross proceeds from issuance common stock and overallotment rights		15,000			-
Offering costs		(1,105	)		-
Net cash provided by financing activities		21,266			9,922
Net decrease in cash and cash equivalents		(9,646	)		(5,361	)
Cash and cash equivalents at beginning of period		18,499			7,346
Cash and cash equivalents at end of period	$	8,853		$	1,985

See accompanying notes to the unaudited condensed consolidated financial statements

6

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

	Six months ended June 30,
	2014		2013
Supplemental schedule of non-cash financing activities:
Issuance of common stock in connection with conversion of notes payable and accrued expenses	$	140	$	1,850
Issuance of common stock and warrants in connection with conversion of accounts payable - Cognate	$	8,835	$	-
Reclass of redeemable security to equity	$	8,913	$	-

See accompanying notes to the unaudited condensed consolidated financial statements

7

NORTHWEST BIOTHERAPEUTICS, INC.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Description of Business and Recent Developments

Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio Europe S.A.R.L and NW Bio Gmbh (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer.

The Company’s platform technology, DCVax, is currently being tested for the treatment of certain types of cancers through clinical trials in the United States and Europe that are in various phases.

Recent Developments

On January 17, 2014, the Company entered into the following agreements (collectively, the “Cognate Agreements” or the “Agreements”) with Cognate BioServices, Inc. (“Cognate”) for manufacturing and related services for our DCVax® products:

· a DCVax®-L Manufacturing and Services Agreement;

· a DCVax®-Direct Manufacturing and Services Agreement;

· an Ancillary Services Agreement; and

· a Manufacturing Expansion Services Agreement.

Together, these Agreements provide for substantial expansion of manufacturing capacity for the Company’s programs, in multiple regions, as well as development of the necessary systems and logistics, and other near-term and long-term preparations, for large scale scale-up of the Company’s programs. These Agreements include most favored nation treatment with respect to the terms provided to any other investors or creditors (including with respect to any warrants), including share issuances upon the exercise of previously issued derivative securities.

The Company also entered into a Lock-Up Agreement with Cognate on January 17, 2014, under which Cognate agreed to have all of the shares that are issued as part of the milestone and initiation payments and the invoice conversions under the Cognate Agreements (collectively, the “Lock-Up Shares”) locked up for up to 36 months, in return for 15% warrant coverage for each 6-month period of lock-up, on the same terms as the warrants in the Cognate Agreements. During the lock-up, the Lock-Up Shares may not be sold or traded on the market. These lock-up terms are subject to the same most favored nation treatment as provided in the Cognate Agreements as described above. 

2. Liquidity and Financial Condition

During the six months ended June 30, 2014, the Company used approximately $25.2 million of cash in its operating activities including one-time expenditures relating to the clinical trials and to certain initial costs for new manufacturing capacity in Europe (net of $2.3 million in cash received from Cognate in return for common stock and warrants). The Company incurred an aggregate combined cash and non-cash loss of $71.9 million for the six months ended June 30, 2014, including $44.4 million of net cash and aggregate non-cash charges associated with stock based compensation, a mark to market charge for the change in the fair value of its derivative liability, and inducement expenses related to the exchange of Cognate BioServices, Inc. (“Cognate”) accounts payable for common stock and warrants.

The Company had current assets of $12.4 million as of June 30, 2014, and current assets less accounts payable and accrued expenses and notes payable of approximately $1.1 million at June 30, 2014. The accounts payable and notes payable include an aggregate of $2.8 million of trade liabilities and convertible notes owed by the Company to related parties.

On April 9, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 2,272,727 shares of common stock at a purchase price of $6.60 per share, for a total purchase price of $15.0 million. Additionally, from the date of the closing until one year after the closing date, the investor has a non-transferable Over-allotment Right to purchase up to 2,272,727 additional shares of common stock at a price per share of $7.50, for an additional subscription amount of up to $17.05 million. See Note 11.

Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared assuming 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 might become necessary should the Company be able to continue as a going concern.

8

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.

The accompanying unaudited condensed financial statements as of June 30, 2014 and for the three and six months then ended 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 June 30, 2014, condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2014, and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 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 and six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 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 condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 1, 2014.

Recently Issued Accounting Standards

In June 2014, the FASB issued Accounting Standard Update No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  A public entity is required to apply the amendments for annual reporting periods beginning after December 15, 2014, and interim periods therein.  An entity should apply the amendments retrospectively for all comparative periods presented.  Early adoption is permitted.  The Company adopted the guidance during the second quarter of 2014.  Adoption of this standard did not have a material impact on the Company’s financial position, results of operations, or cash flows.    

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

Use of Estimates

In preparing 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 equity instruments recorded as derivative liabilities, and estimating the useful lives of depreciable assets and whether impairment charges may apply.

9

Research and Development Costs

Research and development costs are charged to operations as incurred and consist primarily of clinical trial costs for the Company’s Phase III and Phase I/II clinical trials, related party manufacturing costs, consulting costs, contract research and development costs, and compensation costs. For the three and six months ended June 30, 2014, the Company recognized aggregate cash and non-cash research and developments costs of $21.5 million and $41.5 million, respectively. For the three and six months ended June 30, 2013, the Company recognized cash and non-cash research and developments costs of $8.4 million and $20.0 million, respectively.

For the six months ended June 30, 2014 and June 30, 2013, the Company recorded $28.5 million and $10.7 million, respectively, of cash and non-cash expenses related to services performed by Cognate (including manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several company programs).

Comprehensive Loss

The Company’s comprehensive loss is equal to its net loss for all periods presented. 

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2013 Annual Report. 

4. Fair Value Measurements

The Company is required under U.S. GAAP to measure certain of its assets and liabilities at fair value based upon a fair value hierarchy that requires the Company to maximize use of observable inputs (Level 1 and 2 inputs) and minimize use of unobservable inputs (Level 3 inputs). The Company is further required to classify each asset of liability measured at fair value into Level 1, 2, or 3 based on the significance of inputs used to measure fair value of the asset or liability in its entirety.

a. Derivative Liability

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2014 and December 31, 2013 (in thousands):

	Fair value measured at June 30, 2014
			Quoted prices in active		Significant other		Significant
	Fair value  at		markets		observable inputs		unobservable inputs
	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	31,078	$	-	$	-	$	31,078
	Fair value measured at December 31, 2013
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	8,688	$	-	$	-	$	8,688

There were no transfers between Level 1, 2 or 3 during the three and six month periods ended June 30, 2014.

The following table presents changes in Level 3 liabilities measured at fair value for the three and six month periods ended June 30, 2014. 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.

10

Balance – December 31, 2013	$	8,688
3,174,835 warrants issued during 1st quarter		7,952
Change in fair value of warrant liability		16,984
Balance – March 31, 2014		33,624
644,896 warrants issued during 2nd quarter		2,138
Change in fair value of warrant liability		(4,684	)
Balance – June 30, 2014	$	31,078

The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended June 30, 2014 is as follows (dollars and shares in thousands):

Warrants issuance date	January 6, 2014		January 17, 2014		January 31, 2014		February 3, 2014		February 28, 2014		March 31, 2014		Total
Number of warrants issued		139		2,434		143		119		195		145		3,175
Fair value of warrants at issuance date	$	308	$	5,501	$	383	$	327	$	844	$	589	$	7,952

Warrants issuance date	April 30, 2014		May 30, 2014		June 30, 2014		Total
Number of warrants issued		171		193		281		645
Fair value of warrants at issuance date	$	527	$	621	$	990	$	2,138

Date of valuation	January 6, 2014			January 17, 2014			January 31, 2014			February 3, 2014			February 28, 2014			March 31, 2014
Dividend yield (per share)		0	%		0	%		0	%		0	%		0	%		0	%
Strike price	$	4.00		$	4.00		$	4.00		$	4.00		$	4.00			$2.40-$6.00
Volatility (annual)		92.13	%		93.12	%		96.72	%		91.79	%		105.03	%		74.43%-88.03%
Risk-free rate		1.73	%		1.66	%		1.55	%		1.49	%		1.49	%		1.73	%
Contractual term (years)		5.0			5.0			5.00			5.00			5.00			4.33-4.85

Date of valuation	April 30, 2014			May 30, 2014			June 30, 2014
Dividend yield (per share)		0	%		0	%		0	%
Strike price	$	4.00		$	4.00		$	4.00
Volatility (annual)		84.18	%		83.48	%		79.79%-82.90%
Risk-free rate		1.74	%		1.52	%		1.62%-1.64%
Contractual term (years)		5.0			5.0			5.00

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Management. 

5. Cash in Custody Account

During the six months ended June 30, 2014, the Company continued its efforts to obtain large new manufacturing capacity for its DCVax products in Europe. This capacity will be developed and managed by Cognate BioServices pursuant to the Manufacturing Expansion Services Agreement entered into by the Company and Cognate in January, 2014. Under that Agreement, the Company is responsible for the costs of developing and maintaining manufacturing facilities or capacity that is dedicated exclusively to production of NWBT’s DCVax products.

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The Company found a suitable site and facility in Europe. Negotiations with the Seller for purchase of the property and facility continued for months. At the Seller’s direction, the purchase terms and transaction documents were expected to be finalized by June 30, 2014. On June 25, 2014, in preparation for the anticipated completion of the transaction, and due to the uncertain timing of international wires, the Company wired to the law firm handling the transaction $3.4 million for the payment at closing. The law firm held the $3.4 million in its client account. On June 30, 2014, in anticipation of a closing occurring that evening, the law firm sent $2.6 million to the Seller’s law firm to hold in trust, pending the closing of the purchase transaction. However, the transaction terms and documents were not finalized by June 30, 2014, and the Seller was not prepared to proceed with the transaction at that time. The funds continued to be kept in the two law firms’ trust accounts ($2.6 million in the Seller’s law firm and $0.8 million in the Purchaser’s law firm), and the Company was free to decide not to proceed and take the funds back. As of August 14, 2014, deal terms to the Company have not been finalized.

6. Stock-based Compensation

Stock Based Compensation to Non-employees

Stock-based compensation awards granted to non-employees are recognized over the related service period. The Company believes that the fair value of the stock-based awards is more reliably measurable than the fair value of the services received. The fair value of these awards are calculated at each reporting date. On January 17, 2014, in connection with the four Cognate Agreements, the Company issued one-time initiation payments of 5,101,366 shares of common stock. The common stock will vest over thirty six months from the closing date. Stock-based compensation expense related to Cognate was $2.7 million and $5.1 million for the three and six months ended June 30, 2014. Approximately $2.8 million in compensation costs per calendar quarter may be recognized over the next 2.80 years based on the fair market value of stock of $6.71.  

7.  Notes Payable

During the six months ended June 30, 2014, the Company converted notes and relevant accrued interest of $0.1 million into approximately 0.07 million shares of common stock. During the six months ended June 30, 2013, $0.9 million of notes were converted into 0.4 million shares of common stock.

Notes payable consist of the following at June 30, 2014 and December 31, 2013: 

	June 30,		December 31,
	2014		2013
Notes payable - current
12% unsecured orginally due July 2011 - in dispute (1)		934		934
		934		934
Convertible notes payable, net - current
6% unsecured (2)		135		160
8% unsecured note due 2014 (3)		53		53
		188		213
Convertible Notes payable related party, net - current
6% due on demand (4)		50		75
		50		75
Total notes payable, net	$	1,172	$	1,222

(1) This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding.

(2) This $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards to the $0.110 million 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 regards to the $0.025 million 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.

(3) This $0.530 million note was due May 25, 2014, and is currently past due.

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(4) This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time. 

8. Net Loss per Share Applicable to Common Stockholders

Options, warrants, and convertible debt outstanding were all considered anti-dilutive for three and the six month periods ended June 30, 2014, and 2013, due to net losses. 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 six months ended
	June 30,
	2014		2013
Common stock options		1,551		1,574
Over-allotment rights		2,273		-
Common stock warrants - equity treatment		14,200		12,214
Common stock warrants - liability treatment		9,108		-
Convertible notes		81		2,709
Excluded potentially dilutive securities		27,213		16,497

9. Related Party Transactions

Cognate BioServices

Under the January 17, 2014 DCVax®-L Manufacturing Services Agreement and the DCVax-Direct Agreement, a modified set of provisions applies going forward to any shut down or suspension.  Such shut down provisions have been included in all of the agreements with Cognate since 2005. Under the modified provisions, if the Company shuts down or suspends its DCVax-L program or DCVax-Direct program with Cognate in breach of the Agreement, the Company will be liable for certain fees in addition to any other remedies. The fees are based on the stage at which the shut down or suspension occurs:

• Prior to the last dose of the last patient enrolled in the Phase III trial for DCVax®-L or 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: in any of these cases, the fee shall be $3 million.

• At any time after receiving the equivalent of a marketing authorization for DCVax®-L in any jurisdiction, the fee shall be $5 million.

For the three months ended June 30, 2014, the Company made net disbursements to Cognate of approximately $4.0 million, including charges relating to manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several Company programs under these service agreements.

As of June 30, 2014 and December 31, 2013, the Company owed Cognate (including third party sub-contract amounts) approximately $2.7 million and $3.6 million, respectively.

Cognate Accounts Payable Conversions and inducement charge –Six months ended June 30, 2014

Under the July 2013 Conversion and Lock-up Agreement, $8.8 million in accounts payable due to Cognate was converted into common stock and warrants. 2.2 million shares of common stock were issued based on an above-market $4.00 per share conversion price while the closing market price was $3.55. 50% warrant coverage of the common stock issued, resulting in 1.1 million warrants issued with an initial exercise price of $4.00. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

The fair value of the shares was based upon the closing stock price of the stock on the date of conversion and in aggregate was approximately $13.1 million ($5.95 per share) without factoring in a discount in value for the 36-month lock-up. The fair value of the warrants was based on the Monte Carlo simulation model, the inputs of which are disclosed in Note 4 and was approximately $3.6 million. The Company recorded a $7.8 million of inducement expense in connection with these transactions.

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The conversion shares are subject to a lock-up period of 36 months from the date of their issuance. Under the lock-up, the shares cannot be sold or traded on the market. The fair value of the shares does not include a liquidity discount related to the 36 month lock-up period as such liquidity discount.

The Company classified the warrants as liabilities measured at fair value and re-measured the instruments at fair value each reporting period.

Cognate common stock purchase and inducement charge –Six months ended June 30, 2014

On June 30, 2014, the Company issued Cognate 562,500 shares of common stock and 281,250 warrants, in return for a payment of $2.3 million received from Cognate. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

The fair value of the shares was based upon the closing stock price of the stock on the date of conversion and in aggregate was approximately $3.8 million ($6.71 per share) without factoring in a discount in value for the 36-month lock-up. The fair value of the warrants was based on the Monte Carlo simulation model, the inputs of which are disclosed in Note 4 and was approximately $1.0 million at inception. The Company recorded a $2.5 million of inducement expense in connection with these transactions. The fair value of the shares does not include a liquidity discount related to the 36 month lock-up period.

10. Redeemable Common Stock

During the first quarter of 2014, the redemption provision on all 1.4 million redeemable shares outstanding as of December 31, 2013 lapsed and $8.9 million was transferred from redeemable common stock to stockholders’ equity (deficit).

11. Stockholders’ Deficit

Common Stock Issuances

First Quarter 2014

During the quarter ended March 31, 2014, the Company issued in aggregate 238,496 shares of common stock in exchange for consulting services for which performance was complete. The fair value of the common stock recognized was $1.6 million.

During the quarter ended March 31, 2014, the Company issued 5,101,366 shares of common stock to Cognate as stock based compensation. The fair value of the common stock recognized was $2.5 million.

During the quarter ended March 31, 2014, the Company issued in aggregate 32,000 shares of common stock for cash. The fair value of the common stock recognized was $0.2 million.

During the quarter ended March 31, 2014, the Company converted accounts payable due to Cognate of approximately $5.9 million into 1,481,644 shares. The Company recorded $2.8 million of inducement expense associated with the issuance of the common shares. In addition, the Company issued warrants that were valued at $2.5 million at the date of issuance related to the conversion of accounts payable. Total inducement charge was $5.3 million.

During the quarter ended March 31, 2014, the Company converted notes and relevant accrued interest of $0.2 million into approximately 0.07 million shares of common stock.

During the quarter ended March 31, 2014, the Company issued an aggregate of 721,827 shares of common stock from the exercise of warrants previously issued. The Company received proceeds of approximately $2.7 million from the exercise of these warrants.

During the quarter ended March 31, 2014, 1,444,788 redeemable shares with a carrying value of $8.9 million were no longer redeemable and were reclassed to stockholders’ equity.

Second Quarter 2014

On April 9, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 2,272,727 shares of common stock at a purchase price of $6.60 per share, for a total purchase price of $15.0 million. Additionally, from the date of the closing until one year after the closing date, the investor has a non-transferable Over-allotment Right to purchase up to 2,272,727 additional shares of common stock at a price per share of $7.50, for an additional subscription amount of up to $17.05 million.

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On June 30, 2014, the Company issued Cognate 562,500 shares of common stock and 281,250 warrants for proceeds of $2.3 million. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

During the quarter ended June 30, 2014, the Company issued 200,000 shares of common stock to an individual investor at $7.00 per share. The total proceeds of $1.4 million were received by the Company during the first quarter in 2014, and were recorded as shares payable on the balance sheet as of March 31, 2014. The $1.4 million shares payable were re-classed to stockholders’ deficit during the second quarter in 2014.

During the quarter ended June 30, 2014, the Company issued 58,614 shares of common stock for cash to an individual investor for proceeds of $435,540.

During the quarter ended June 30, 2014, the Company issued 16,200 shares of common stock for cash to an individual investor, but the proceeds were not received until July 2014. The Company recorded $125,550 as a subscription receivable and to offset an addition-paid-in-capital on the balance sheet as of June 30, 2014.

During the quarter ended June 30, 2014, the Company issued an aggregate of 92,100 shares of common stock from the exercise of warrants previously issued. The Company received proceeds of $394,925 from the exercise of these warrants.

During the quarter ended June 30, 2014, the Company issued an aggregate of 12,533 shares of common stock from the cashless exercise of warrants previously issued.

During the quarter ended June 30, 2014, the Company issued in aggregate 24,924 shares of common stock in exchange for consulting services. The fair value of the common stock recognized was $155,607.

During the quarter ended June 30, 2014, the Company converted accounts payable due to Cognate of approximately $2.9 million into 727,291 shares of common stock and 363,646 warrants. The Company recorded $1.4 million of inducement expense associated with the issuance of the common shares. In addition, as noted in Note 4 the Company issued warrants that were valued at $1.1 million at the date of issuance related to the conversion of accounts payable. Total inducement charge was $2.5 million.

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Stock Purchase Warrants

The following is a summary of warrant activity for the six months ended June 30, 2014:

	Number of			Weighted Average
	Warrants			Exercise Price
Outstanding as of December 31, 2013		20,116		$	5.23
Warrants issued in connection with conversion of Cognate accounts payable*		741			4.00
Warrants issued in exchange for services		2,434			4.00
Warrants issued in connection with common stock issued		150			5.00
Warrants exercised on a cashless basis		(73	)		-
Warrants exercised for cash		(722	)		3.66
Expired in first quarter of 2014		(6	)		9.54
Outstanding as of March 31, 2014		22,640			5.12
Warrants issued in connection with conversion of Cognate accounts payable*		364			4.00
Warrants issued to Cognate in connection with common stock issued for cash*		281			4.00
Warrants exercised for cash		(90	)		4.25
Over-allotment rights issued in connection with registered direct offering		2,273			7.50
Warrants issued to placement agent in connection with registered direct offering		113			8.25
Outstanding as of June 30, 2014 **		25,581		$	5.32

*The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period.

** Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively. The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period.

12.  Subsequent Events 

On August 14, 2014, the Company announced the pricing of $17.5 million aggregate principal amount of its unsecured convertible notes (the “Notes”) in a private placement.  The Notes are initially convertible at $7.30 per share, a 10% premium above the closing market price of $6.64 per share on August 13, 2014.   The Company plans to use the offering proceeds to fund new manufacturing capacity in Europe and for general corporate purposes.  The Notes will bear interest at a rate of 5.00% per year, and mature in three years unless earlier converted.  The Notes will be subject to certain adjustments as provided in the Indenture.

The investors in the Notes will have the right, exercisable for three months, to purchase up to an additional 30% of the aggregate principal amount of the Notes on the same terms and conditions.

The sale of the Notes to the initial purchasers is expected to settle on August 19, 2014, subject to customary closing conditions, and is expected to result in approximately $16.15 million net proceeds to NW Bio, after deducting fees and estimated offering expenses payable by NW Bio.  Neither the Notes nor the shares of the Company’s common stock issuable upon conversion of the Notes, if any, have been registered under the Securities Act of 1933, as amended (the “Act”) or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements. 

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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, 2013. 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

We are 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, through a proprietary batch manufacturing process, on a cost-effective basis, initially in both the United States and Europe.

We have developed a platform technology, DCVax, which uses activated dendritic cells to mobilize a patient's own immune system to attack their cancer. The DCVax technology is expected to be applicable to all solid tumor cancers, and is embodied in several distinct product lines. One of the product lines (DCVax-L) is designed to cover all solid tumor cancers in which the tumors can be surgically removed. Another product line (DCVax-Direct) is designed for all solid tumor cancers which are considered inoperable and cannot be surgically removed. We believe the broad applicability of DCVax to many cancers provides multiple opportunities for commercialization and partnering.

Our DCVax platform technology involves dendritic cells, the master cells of the immune system, and is designed to reinvigorate and educate the immune system to attack cancers. The dendritic cells are able to mobilize the overall immune system, including T cells, B cells and antibodies, natural killer cells and many others. Such mobilization of the overall immune system provides a broader attack on the cancer than mobilizing just a particular component, such as T cells alone, or a particular antibody alone. Likewise, our DCVax technology is designed to attack the full set of biomarkers, or antigens, on a patient’s cancer, rather than just a particular selected target or several targets. Clinical experience indicates that when just one or a few biomarkers on a cancer are targeted by a drug or other treatment, sooner or later the cancer usually develops a way around that drug, and the drug stops working. We believe that mobilizing all agents of the immune system, and targeting all biomarkers on the patient’s cancer, contributes to the effectiveness of DCVax.

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 fair value of warrant liabilities, 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, 2013. 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, 2013.

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 are especially high when we are in a large ongoing international phase III trial (as we now are) and when we also have an additional clinical trial program under way in parallel (as we have with our 60-patient Phase I/II trial with DCVax-Direct for all types of inoperable solid tumors), and general and administrative expenses.

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Our operating costs include ongoing development work relating to the DCVax-Direct product and its manufacturing, such as the design, engineering, sourcing, production, testing, modification and validation of the manufacturing automationsystems, disposable sets to be used with the manufacturing automationsystems, and manufacturing processes, product ingredients, product release assays, and other matters, as well as development of standard operating procedures (SOPs), batch production records, and other necessary materials.

Our operating costs also include the costs of preparations for the launch of new or expanded clinical trial programs including the Phase III trial in the UK and Germany (with DCVax-L for brain cancer) and the Phase I/II trial (with DCVax-Direct for all inoperable solid tumor cancers). The preparation costs include upfront payments to the clinical trial sites and the CROs managing the trials and other service providers, and expenses related to institutional approvals, training of medical and other site personnel, trial supplies and other. Additional substantial costs relate to the expansion of manufacturing facilities and capacity, in both the US and Europe.

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

Three Months Ended June 30, 2014 and 2013

We recognized a net loss of $16.9 million in cash outlays and $9.0 million in non-cash accounting charges (including increase in stock-based compensation, inducement expense and the issuance of warrants), for a combined (cash and non-cash) total net loss of $25.9 million for the three months ended June 30, 2014 compared to a net loss of $11.6 million for the three months ended June 30, 2013. This increase was primarily attributable to an increase in Research and Development Expense associated with expanding our existing Phase III clinical trial with DCVax-L, expanding and accelerating Phase I/II clinical trial with DCVax-Direct, expanding our German subsidiary operations, and initial arrangements for expanding our manufacturing capacity in Europe.

Research and Development Expense

Research and development expense was a combined (cash and non-cash) total of $21.5 million for the three months ended June 30, 2014 compared to $8.4 million for the three months ended June 30, 2013. The increase was primarily attributable to costs associated with launching, manufacturing for, and conducting (including CRO costs) the Phase III DCVax-L trial in Europe and the Phase I/II DCVax-Direct, which were just beginning as of this period last year, as well as expansion of the Company’s German subsidiary and its operations, and expansion of the ongoing Phase III trial in the US.

As of June 30, 2014, we had over 51 clinical trial sites in operation in the US in our Phase III trial with DCVax-L, as well as German sites, compared to 50 clinical trial sites in the US only at June 30, 2013.

General and Administrative Expense

General and administrative expense included $3.3 million of cash expenses, and $0.6 of non-cash charges (i.e. amortization of previously issued stock based compensation and restricted stock and warrants issued for services), for a combined cash and non-cash total of $3.9 million for the three months ended June 30, 2014 compared to $3.3 million for the three months ended June 30, 2013. The increase in general and administrative expenses from the prior period is a result of increase in consulting expenses of $0.6 million and increase in legal expenses of $0.6 million due to the expansion of our platform, offset by a $0.6 million decrease in stock based compensation expense.

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Change in fair value of derivatives

During the three months ended June 30, 2014 and June 30, 2013 we recognized a non-cash gain on derivative liabilities of $4.7 million and $0 million, respectively, due primarily to the change in value of the warrants issued to Cognate in connection with the extinguishment of accounts payable.   

Inducement expense

During the three months ended June 30, 2014 and June 30, 2013 we recognized an inducement expense of $5.1 million and $0 million, respectively. This inducement expense during the three months ended June 30, 2014 was related to the conversion of accounts payable to common stock and warrants to Cognate in connection with the extinguishment of accounts payable.   

Interest (Expense)

Interest expense (including non-cash elements such as amortization of debt discount) decreased to $0.03 million for the three months ended June 30, 2014 from $0.2 million for the three months ended June 30, 2013. The decrease in interest expense is primarily related to the retirement of $1.8 million in notes payable during 2013 and 2014.

Six Months Ended June 30, 2014 and 2013

During the six months ended June 30, 2014, we recognized a net loss of $25.2 million in cash outlays (net of $2.3 million in cash received from Cognate in return for common stock and warrants) and $44.4 million in cash and non-cash accounting charges (including increase in stock-based compensation, inducement expense and the issuance of warrants), for a combined (cash and non-cash) total net loss of $71.9 million compared to a net loss of $26.0 million for the three months ended June 30, 2013. This increase was primarily attributable to an increase in Research and Development Expense associated with expanding our existing Phase III clinical trial with DCvax-L, expanding and accelerating Phase I/II clinical trial with DCVax-Direct, expanding our German subsidiary operations, and initial arrangements for expanding our manufacturing capacity in Europe.

Research and Development Expense

Research and development expense was a combined (cash and non-cash) total of $41.5 million for the six months ended June 30, 2014 compared to $20.0 million for the six months ended June 30, 2013. The increase was primarily attributable to costs associated with launching, manufacturing for, and conducting (including CRO costs) the Phase III DCVax-L trial in Europe and the Phase I/II DCVax-Direct, which were not under way as of this period last year, as well as establishment and expansion of the Company’s German subsidiary and its operations, and expansion of the ongoing Phase III trial in the US.

As of June 30, 2014, we had over 51 clinical trial sites in operation in the US and UK in our Phase III trial with DCVax-L, compared to 50 clinical trial sites in the US only at June 30, 2013.

General and Administrative Expense

General and administrative expense was $7.6 million for the six months ended June 30, 2014 compared to $5.8 million for the six months ended June 30, 2013. The increase in general and administrative expenses from the prior period is a result of increase in consulting expenses of $2.2 million and increase in legal expenses of $1.1 million due to the expansion of our platform, offset by a $1.1 million decrease in stock based compensation expense and $0.3 million decrease in professional expenses and insurance expenses.

Change in fair value of derivatives

During the six months ended June 30, 2014 and June 30, 2013 we recognized a non-cash loss on derivative liabilities of $12.3 million and $0 million, respectively, due primarily to the change in value of the warrants issued to Cognate in connection with the extinguishment of accounts payable.   

Inducement expense

During the six months ended June 30, 2014 and June 30, 2013 we recognized an inducement expense of $10.3 million and $0 million, respectively. This inducement expense during the six months ended June 30, 2014 was related to the conversion of accounts payable to common stock and warrants to Cognate in connection with the extinguishment of accounts payable.   

Interest (Expense)

Interest expense (including non-cash elements such as amortization of debt discount) decreased to $0.2 million for the six months ended June 30, 2014 from $0.6 million for the six months ended June 30, 2013. The decrease in interest expense is primarily related to the retirement of $1.8 million in notes payable during 2013 and 2014.

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Liquidity and Capital Resources

We have experienced recurring losses from operations. During the six months ended June 30, 2014, net cash outflows from operations was $25.2 million, including one-time expenditures related to the clinical trials and to certain initial costs for new manufacturing capacity in Europe (net of $2.3 million in cash received from Cognate in return for common stock and warrants).

At June 30, 2014, current assets totaled $12.4 million, compared to $18.6 million at December 31, 2013. Current assets less accounts payable and accrued expenses and notes payable were $1.1 million at June 30, 2014, compared to a deficit of $1.0 million at December 31, 2013 (excluding redeemable common stock amounting to $8.9 million). The working capital deficit decrease as of June 30, 2014 as compared to December 31, 2013 is primarily related to the conversion of $8.8 million of accounts payable to Cognate to common stock and warrants during the six months ended June 30, 2014, and a $3.4 million increase in cash in custody account, which was offset by decrease of $9.6 million in cash and cash equivalents.

On a going forward basis, commencing with August 2013, and continuing throughout the lock-up period, we and Cognate agreed to establish an arrangement for regular ongoing payment of at least half of all invoices in common stock of our company, and the remainder in cash, at $4.00 per share (the closing market price was $3.55 at that time), subject to a most favored nation treatment with respect to terms provided to other investors or creditors (including with respect to any warrants), including share issuances upon exercise of previously issued derivative securities. The arrangement will continue for 18 months from the execution of the Cognate agreements or until terminated by mutual agreement. The contracts implementing these agreements are the Cognate Agreements that were executed in January 2014.

Since 2004, Toucan Capital Fund II, L.P. (“Toucan Capital”), Toucan Partners LLC (“Toucan Partners”), entities controlled by Ms. Linda Powers, our CEO and the managing director of Toucan Capital and managing member of Toucan Partners, and Ms. Linda Powers (collectively “Toucan”) have provided substantial funding to us. From 2004 to date, Toucan has provided ongoing financings to us through the purchase of common stock, preferred stock (which was all converted to common stock), loans and debt securities. As of June 30, 2014, Toucan (other than Cognate) held approximately 7% of common stock outstanding.

Operating Activities

During the six months ended June 30, 2014, we used $25.2 million in cash for operating activities, including one-time expenditures related to the clinical trials and to certain initial costs for new manufacturing capacity in Europe (net of $2.3 million in cash received from Cognate in return for common stock and warrants) compared with $15.3 million in cash that we used for operating activities during the six months ended June 30, 2013. The increase in cash used in operating activities was primarily attributable to an increase in Research and Development Expense associated with expanding our existing Phase III clinical trial with DCVax-L, expanding and accelerating Phase I/II clinical trial with DCVax-Direct, expanding our German subsidiary operations, and initial arrangements for expanding our manufacturing capacity in Europe.

As of June 30, 2014, we had an aggregate of over 51 clinical trial sites in operation in the US, UK and Germany in our Phase III trial with DCVax-L, compared to 41 clinical trial sites at June 30, 2013, in the US only.

Financing Activities

During the six months ended June 30, 2014, our financing activities primarily consisted of proceeds from an investor of $1.4 million, $3.1 million from the exercise of warrants and $16.8 million, net, for the issuance of common stock with over-allotment rights and or warrants; partially offset by the payment of $0.03 million of convertible promissory notes.

In order to continue with our current activities under our DCVax®-L and DCVax-Direct program, we will have to obtain substantial amounts of further funding, as described in the Risk Factors section in our annual report on Form 10-K for the year ended December 31, 2013. Our on-going funding requirements will depend on many factors, including the results of the reimbursement negotiations in Germany, the implementation of our Hospital Exemption approval in Germany, and the extent to which we realize and draw upon various sources of non-dilutive funding. One such source of non-dilutive funding is a $5.5 million German grant awarded on May 1, 2012, by the German government through its Saxony Development Bank.  The grant provides funding on a matching basis for up to 50% of the costs incurred by us for the DCVax-L clinical trial and manufacturing in Germany. We drew our first tranche of funds from this grant during the three months ended June 30, 2014.

20

Other factors affecting our ongoing funding requirements include the number of staff we employ, the number of sites and pace of patient enrollment in our Phase III brain cancer trial with DCvax-L and our Phase I/II clinical trial with DCVax-Direct, the costs of further development work relating to DCVax-Direct, the costs of expansion of manufacturing capacity for both DCVax-L and DCVax-Direct, the cost of establishing clinical studies and compassionate use/named patient programs in other countries, and unanticipated developments. The extent of resources available to us will determine the pace at which we can move forward with both our DCVax-L program and our DCVax-Direct program.

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive, financial and accounting officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended.  Based on this evaluation, our principal executive, financial and accounting officer concluded that as of the end of the period covered by this report, in light of certain material weaknesses in our internal control over financial reporting described in our annual report on Form 10-K for the year ended December 31, 2013, our disclosure controls and procedures were not effective to ensure the segregation of duties and ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our chief executive officer, financial and accounting officer, to allow timely decisions regarding required disclosure, and that such information is recorded, processed, summarized and reported within the time periods prescribed by the SEC.

Based on management's evaluation as of December 31, 2013, our management identified the material weaknesses set forth below in our internal control over financial reporting:

(i) The Company's process for internally reporting material information in a systematic manner to allow for timely filing of material information is ineffective, due to its inherent limitations from being a small company and insufficient personnel for segregation of duties, and there exist material weaknesses in internal control over financial reporting that contribute to the weaknesses in our disclosure controls and procedures.  These weaknesses include:

• insufficient segregation of duties and oversight of work performed in our finance and accounting function due to limited personnel; and

• lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected.

• complications applying complex accounting principles.

Our Company's management concluded that in light of the material weaknesses described above, our Company did not maintain effective internal control over financial reporting as of June 30, 2014 based on the criteria set forth in Internal Control— 1992 Integrated Framework issued by the COSO.

Changes in Internal Control over Financial Reporting

There has been no change in our internal controls over financial reporting that occurred during the fiscal quarter ended June 30, 2014, that has materially affected, or is reasonably expected to materially affect, our internal controls over financial reporting.

21

Part II - Other Information

Item 1A. Risk Factors.

There have been no material changes to the discussion of risk factors included in our most recent Annual Report on Form 10-K, except as noted below.

Our management and our independent auditors have identified internal control deficiencies, which our management and our independent auditor believe constitute material weaknesses.

During the quarter ended June30, 2014, as we had in connection with the preparation of our financial statements for the year ended December 31, 2013, and prior years, our management and our independent auditor identified certain internal control deficiencies that, in the aggregate, represent material weaknesses, including:

• insufficient segregation of duties and oversight of work performed in our finance and accounting function due to limited personnel; and

• lack of controls in place to ensure that all material transactions and developments impacting the financial statements are reflected.

 We have begun taking appropriate and reasonable steps, and will continue and complete such steps in due course, to make the necessary improvements to address these deficiencies, but the timing of such steps is uncertain and the availability of funding and resources for such steps are also uncertain. Our ability to retain or attract qualified individuals to serve on our Board and to take on key management roles within our company is also uncertain. Our failure to successfully complete the remedies of the existing weaknesses could lead to heightened risk for financial reporting mistakes and irregularities, and/or lead to a loss of public confidence in our internal controls that could have a negative effect on the market price of our common stock.

A number of plaintiffs’ law firms are purporting to conduct investigations relating to us; while these investigations have not resulted in litigation to date, we cannot assure you that litigation will not be initiated against us.

Certain plaintiffs’ law firms have recently issued press releases announcing so-called “investigations” with a view towards possibly initiating securities litigation against us. These “investigations” generally purport to relate to positive disclosures made by us with respect to our ongoing DCVax-Direct clinical trial and to certain other allegations published by third parties in online media. To date, no litigations have been commenced against us; however, we cannot assure you that no such litigation will be filed in the future. We believe that the allegations these law firms are purporting to “investigate” are without merit, and we would defend vigorously against any such litigation, if initiated. Nonetheless, any such litigation, even though meritless, could be time consuming and expensive to defend, could divert our management’s attention and resources, and could otherwise adversely affect us.

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

On June 30, 2014, we issued to Cognate 562,500 shares of common stock and 281,250 warrants for proceeds of $2.3 million. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

On May 15, 2014, we issued 200,000 shares of common stock to an individual investor at $7.00 per share. The total proceeds received were $1.4 million.

On April 8, 2014, we issued 58,614 shares of common stock for cash to an individual investor for proceeds of $435,540.

During the quarter ended June 23, 2014, we issued 16,200 shares of common stock for cash to an individual investor for proceeds of $125,550.

The securities sold in these transactions were exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a) (2) thereof.  

Item 5. Other Information

none 

22

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.

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: August 14, 2014	By:	/s/ Linda M. Powers
		Name:	Linda M. Powers
		Title:	President and Chief Executive Officer
			Principal Executive Officer
			Principal Financial and Accounting Officer

23

EX-31.1

EXHIBIT 31.1

SECTION 302 CERTIFICATION

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 our supervision, to ensure that material information relating to the registrant, including its condensed consolidated subsidiaries, is made known to us 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 our 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: August 14, 2014
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 annual report of Northwest Biotherapeutics, Inc. (the “Company”) on Form 10-Q for the quarter ended June 30, 2014, 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: August 14, 2014
By:	/s/ Linda F. Powers
	Name:	Linda F. Powers
	Title:	President and Chief Executive Officer
		Principal Executive Officer
		Principal Financial and Accounting Officer

XML

Stockholders' Deficit (Details Textual) (USD $)	0 Months Ended	3 Months Ended				6 Months Ended		0 Months Ended	6 Months Ended		1 Months Ended	6 Months Ended	3 Months Ended			6 Months Ended		3 Months Ended		6 Months Ended	3 Months Ended
	Apr. 09, 2014	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Apr. 09, 2014 Investor [Member]	Jun. 30, 2014 Investor [Member]	Jun. 30, 2014 Individual Investor [Member]	Jul. 31, 2013 Cognate Bioservices [Member]	Jun. 30, 2014 Cognate Bioservices [Member]	Jun. 30, 2014 Cognate Bioservices [Member] Accounts Payable [Member]	Jun. 30, 2014 Common Stock [Member]	Mar. 31, 2014 Common Stock [Member]	Jun. 30, 2014 Common Stock [Member]	Jun. 30, 2014 Common Stock [Member] Investor [Member]	Jun. 30, 2014 Warrant [Member]	Mar. 31, 2014 Warrant [Member]	Jun. 30, 2014 Warrant [Member]	Mar. 31, 2014 Conversion Of Accounts Payable To Cognate [Member]
Shareholders Deficit [Line Items]
Stock Issued During Period, Shares, Issued for Services		24,924	238,496
Stock Issued During Period For Convertible Accounts																					1,481,644
Fair Value Of Common Stock For Convertible Accounts																			$ 2,500,000		$ 5,900,000
Inducement Expenses			5,300,000			10,340,000	0								2,800,000
Redeemable Shares Number			1,444,788
Stock Issued During Period Shares Exercise of Warrant			721,827
Stock Issued During Period Value Exercise of Warrant			2,700,000
Stock Issued During Period, Value, Issued for Services		155,607	1,600,000
Development Stage Entities, Stock Issued, Shares, Issued for Cash															32,000
Development Stage Entities, Stock Issued, Value, Issued for Cash															200,000
Stock Issued During Period, Shares, Conversion of Convertible Securities	2,272,727							2,272,727
Stock Issued During Period, Value, Conversion of Convertible Securities, Net of Adjustments, Total	15,000,000							17,050,000
Fair value of Warrants at Issuance Date												1,000,000	1,100,000
Induced Conversion Of Convertible Debt Expense		5,089,000		0		10,340,000	0				7,800,000	2,500,000	1,400,000
Reclassification Of Equity Instruments, Shares		200,000
Shares Issued, Price Per Share	$ 6.60							$ 7.50			$ 5.95	$ 6.71					$ 7.00
Proceeds from Shares Payable		1,400,000	1,400,000
Subscription Receivable for issuance of common stock, Shares		16,200												16,000
Subscription Receivable for issuance of common stock, Value		0												0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period		92,100												92,000
Proceeds from Warrant Exercises		394,925,000				3,087,000	0
Cashless Exercises Of Warrants Shares		12,533												13,000	41,000
Debt Conversion, Converted Instrument, Amount			100,000		900,000						8,800,000		2,900,000
Stock Issued During Period Shares Conversion Of Accounts Payable To Common Stock And Warrants		727,291												727,000	1,482,000			363,646
Stock Issued During Period, Value, Share-based Compensation, Gross			$ 2,460,000			$ 2,300,000			$ 435,000,000						$ 5,000
Stock Issued During Period, Shares, Share-based Compensation, Gross			5,101,366							58,614					5,101,000	562,500				281,250

XML

Notes Payable (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014		Dec. 31, 2013
Notes Payable [Line Items]
Notes payable - current	$ 934		$ 934
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively)	238		288
Convertible notes payable related party, net - current	50		75
Total notes payable, net	1,172		1,222
Notes Payable Current, Unsecured, Issued One [Member]
Notes Payable [Line Items]
Notes payable - current	934	[1]	934	[1]
Convertible Notes Payable Current, Unsecured, Issued One [Member]
Notes Payable [Line Items]
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively)	135	[2]	160	[2]
Convertible Notes Payable Current Unsecured Issued Two [Member]
Notes Payable [Line Items]
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively)	53	[3]	53	[3]
Convertible Notes Payable Related Parties Current Unsecured Issued One [Member]
Notes Payable [Line Items]
Convertible notes payable related party, net - current	$ 50	[4]	$ 75	[4]

[1] This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding.

[2] This $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards to the $0.110 million 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 regards to the $0.025 million 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.

[3] This $0.530 million note was due May 25, 2014, and is currently past due.

[4] This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time.

XML

Liquidity and Financial Condition (Details Textual) (USD $)	6 Months Ended		0 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Apr. 09, 2014 Single Institutional Investor [Member]	Apr. 09, 2014 Non Transferable Overallotment Right [Member]
Liquidity and Financial Condition [Line Items]
Net Cash Provided By (Used In) Operating Activities	$ (27,498,000)	$ (15,283,000)
Share Based Compensation Aggregate Non Cash Charges For The Non Cash Interest Associated With The Accretion Of Our Convertible Notes Discount Net	44,400,000
Cash Equivalents, at Carrying Value	12,400,000
Current Assets Less Payables	1,100,000
Convertible Notes Payable Related Parties	2,800,000
Share-based Compensation Arrangement by Share-based Payment Award, Shares Purchased for Award				2,272,727
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased (in dollars per share)				$ 7.50
Payments for Repurchase of Common Stock				17,050,000
Sale of Stock, Number of Shares Issued in Transaction			2,272,727
Sale of Stock, Price (in dollars per share)			$ 6.60
Sale of Stock, Consideration Received on Transaction			15,000,000
Working Capital Deficit	71,900,000
Stock Repurchased and Retired During Period, Value	$ 2,300,000

XML

Redeemable Common Stock (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Dec. 31, 2013
Temporary Equity [Line Items]
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests		$ 8.9
Potential Redeemable Shares Eligible	1.4

XML

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

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.

The accompanying unaudited condensed financial statements as of June 30, 2014 and for the three and six months then ended 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 June 30, 2014, condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2014, and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 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 and six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 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 condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 1, 2014.

Recently Issued Accounting Standards

In June 2014, the FASB issued Accounting Standard Update No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  A public entity is required to apply the amendments for annual reporting periods beginning after December 15, 2014, and interim periods therein.  An entity should apply the amendments retrospectively for all comparative periods presented.  Early adoption is permitted.  The Company adopted the guidance during the second quarter of 2014.  Adoption of this standard did not have a material impact on the Company’s financial position, results of operations, or cash flows.     

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

Use of Estimates

In preparing 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 equity instruments recorded as derivative liabilities, and estimating the useful lives of depreciable assets and whether impairment charges may apply.

Research and Development Costs

Research and development costs are charged to operations as incurred and consist primarily of clinical trial costs for the Company’s Phase III and Phase I/II clinical trials, related party manufacturing costs, consulting costs, contract research and development costs, and compensation costs. For the three and six months ended June 30, 2014, the Company recognized aggregate cash and non-cash research and developments costs of $21.5 million and $41.5 million, respectively. For the three and six months ended June 30, 2013, the Company recognized cash and non-cash research and developments costs of $8.4 million and $20.0 million, respectively.

For the six months ended June 30, 2014 and June 30, 2013, the Company recorded $28.5 million and $10.7 million, respectively, of cash and non-cash expenses related to services performed by Cognate (including manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several company programs). 

Comprehensive Loss

The Company’s comprehensive loss is equal to its net loss for all periods presented.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2013 Annual Report.

XML

Fair Value Measurements (Details 2) (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Quantitative Information One [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Jan. 06, 2014
Number of warrants issued	139
Fair value of warrants at issuance date	$ 308
Date of valuation	Jan. 06, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	92.13%
Risk-free rate	1.73%
Contractual term (years)	5 years
Quantitative Information Two [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Jan. 17, 2014
Number of warrants issued	2,434
Fair value of warrants at issuance date	5,501
Date of valuation	Jan. 17, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	93.12%
Risk-free rate	1.66%
Contractual term (years)	5 years
Quantitative Information Three [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Jan. 31, 2014
Number of warrants issued	143
Fair value of warrants at issuance date	383
Date of valuation	Jan. 31, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	96.72%
Risk-free rate	1.55%
Contractual term (years)	5 years
Quantitative Information Four [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Feb. 03, 2014
Number of warrants issued	119
Fair value of warrants at issuance date	327
Date of valuation	Feb. 03, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	91.79%
Risk-free rate	1.49%
Contractual term (years)	5 years
Quantitative Information Five [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Feb. 28, 2014
Number of warrants issued	195
Fair value of warrants at issuance date	844
Date of valuation	Feb. 28, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	105.03%
Risk-free rate	1.49%
Contractual term (years)	5 years
Quantitative Information Six [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Mar. 31, 2014
Number of warrants issued	145
Fair value of warrants at issuance date	589
Date of valuation	Mar. 31, 2014
Dividend yield (per share)	0.00%
Risk-free rate	1.73%
Contractual term (years)	0 years
Quantitative Information Six [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price	$ 6.00
Volatility (annual)	88.03%
Quantitative Information Six [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Strike price	$ 2.40
Volatility (annual)	74.43%
Quantitative Information Seven [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Apr. 30, 2014
Number of warrants issued	171
Fair value of warrants at issuance date	527
Date of valuation	Apr. 30, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	84.18%
Risk-free rate	1.74%
Contractual term (years)	5 years
Quantitative Information Eight [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	May 30, 2014
Number of warrants issued	193
Fair value of warrants at issuance date	621
Date of valuation	May 30, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Volatility (annual)	83.48%
Risk-free rate	1.52%
Contractual term (years)	5 years
Quantitative Information Nine [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants issuance date	Jun. 30, 2014
Number of warrants issued	281
Fair value of warrants at issuance date	990
Date of valuation	Jun. 30, 2014
Dividend yield (per share)	0.00%
Strike price	$ 4.00
Contractual term (years)	5 years
Quantitative Information Nine [Member] | Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Volatility (annual)	82.90%
Risk-free rate	1.64%
Quantitative Information Nine [Member] | Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Volatility (annual)	79.79%
Risk-free rate	1.62%
First Quarter 2014 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of warrants issued	3,175
Fair value of warrants at issuance date	7,952
Second Quarter 2014 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Number of warrants issued	645
Fair value of warrants at issuance date	$ 2,138

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Fair Value Measurements (Details 1) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance, Opening	$ 33,624	$ 8,688
warrants issued	2,138	7,952
Change in fair value of warrant liability	(4,684)	16,984
Balance, Ending	$ 31,078	$ 33,624

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Fair Value Measurements (Details Textual)	3 Months Ended
	Jun. 30, 2014	Mar. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Class Of Warrant Or Right Issued	644,896	3,174,835

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Cash in Custody Account (Details Textual) (USD $) In Millions, unless otherwise specified	6 Months Ended
	Jun. 30, 2014
Payments for Law Firm Handling Transaction	$ 3.4
Sellers Law Firm [Member]
Payments for Law Firm Handling Transaction	2.6
Purchasers Law Firm [Member]
Payments for Law Firm Handling Transaction	$ 0.8

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Liquidity and Financial Condition

6 Months Ended

Jun. 30, 2014

Liquidity [Abstract]

Liquidity [Text Block]

2. Liquidity and Financial Condition

During the six months ended June 30, 2014, the Company used approximately $25.2 million of cash in its operating activities including one-time expenditures relating to the clinical trials and to certain initial costs for new manufacturing capacity in Europe (net of $2.3 million in cash received from Cognate in return for common stock and warrants). The Company incurred an aggregate combined cash and non-cash loss of $71.9 million for the six months ended June 30, 2014, including $44.4 million of net cash and aggregate non-cash charges associated with stock based compensation, a mark to market charge for the change in the fair value of its derivative liability, and inducement expenses related to the exchange of Cognate BioServices, Inc. (“Cognate”) accounts payable for common stock and warrants.

The Company had current assets of $12.4 million as of June 30, 2014, and current assets less accounts payable and accrued expenses and notes payable of approximately $1.1 million at June 30, 2014. The accounts payable and notes payable include an aggregate of $2.8 million of trade liabilities and convertible notes owed by the Company to related parties.

On April 9, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 2,272,727 shares of common stock at a purchase price of $6.60 per share, for a total purchase price of $15.0 million. Additionally, from the date of the closing until one year after the closing date, the investor has a non-transferable Over-allotment Right to purchase up to 2,272,727 additional shares of common stock at a price per share of $7.50, for an additional subscription amount of up to $17.05 million. See Note 11.

Because of recurring operating losses, net operating cash flow deficits, and an accumulated deficit there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements have been prepared assuming 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 might become necessary should the Company be able to continue as a going concern.

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Stock-based Compensation (Details Textual) (USD $) In Millions, except Share data in Thousands, unless otherwise specified	1 Months Ended	3 Months Ended	6 Months Ended
	Jan. 17, 2014	Jun. 30, 2014	Jun. 30, 2014
Share Based Compensation [Line Items]
Allocated Share-based Compensation Expense		$ 2.7	$ 5.1
Stock Issued During Period, Shares, New Issues	5,101,366
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized		$ 2.8	$ 2.8
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition			2 years 9 months 18 days
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value			$ 6.71

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Subsequent Events (Details Textual) (Unsecured Debt [Member], USD $) In Millions, except Per Share data, unless otherwise specified	0 Months Ended
	Aug. 14, 2014
Subsequent Event [Line Items]
Percentage Of Increase In Conversion Price	10.00%
Scenario, Forecast [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 17.5
Debt Instrument, Convertible, Conversion Price	$ 7.30
Debt Instrument, Interest Rate, Stated Percentage	5.00%
Debt Instrument, Term	3 years
Convertible Debt Closing Market Price	$ 6.64
Additional Percentage Of Aggregate Pricinpal Amount Of Notes	30.00%
Estimated Aproximate Net Proceeds On Sale Convertible Notes	$ 16.15

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CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 8,853	$ 18,499
Prepaid expenses and other current assets	177	147
Cash in custody account	3,414	0
Total current assets	12,444	18,646
Property and equipment, net	77	83
Other non-current assets	55	55
Total assets	12,576	18,784
Current liabilities:
Accounts payable (includes related party of $2,768 and $3,619 as of June 30, 2014 and December 31, 2013, respectively)	9,543	8,937
Accrued expenses (includes related party of $7 and $5 as of June 30, 2014 and December 31, 2013, respectively)	655	842
Convertible notes, net (includes related party of $50 and $50 as of June 30, 2014 and December 31, 2013, respectively)	238	288
Notes Payable - in dispute	934	934
Derivative liability associated with warrants	31,078	8,688
Total current liabilities	42,448	19,689
Redeemable common stock ($0.001 par value); 0 and 1,444,788 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	0	8,913
Stockholders' deficit:
Preferred stock ($0.001 par value); 40,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	0	0
Common stock ($0.001 par value); 450,000,000 shares authorized; 58,785,299 and 45,666,315 shares issued and outstanding as of June 30, 2014 and December 31, 2013, respectively	59	46
Additional paid-in capital	427,177	375,213
Stock subscription receivable	(125)	0
Accumulated deficit	(456,793)	(384,887)
Cumulative translation adjustment	(190)	(190)
Total stockholders' deficit	(29,872)	(9,818)
Total liabilities, redeemable common stock and stockholders' deficit	$ 12,576	$ 18,784

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash Flows from Operating Activities:
Net Loss	$ (71,906)	$ (25,988)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization	6	6
Amortization of debt discount and accretion on redeemable securities	0	482
Change in fair value of derivatives	12,300	0
Accrued interest converted to common stock	76	0
Accreted interest on convertible promissory note	0	61
Stock-based compensation costs	0	1,219
Non-employee stock based compensation - Cognate	10,623	0
Stock and warrants issued for services	1,722	1,528
Inducement expense	10,340	0
Changes in operating assets and liabilities:
Prepaid expenses and other current assets	(30)	(251)
Accounts payable and accrued expenses	1,385	1,005
Related party accounts payable and accrued expenses	7,986	6,638
Deposits and other non-current assets	0	17
Net cash used in operating activities	(27,498)	(15,283)
Cash Flows from Investing Activities:
Cash deposited in custody account	(3,414)	0
Net cash used in investing activities	(3,414)	0
Cash Flows from Financing Activities:
Proceeds from issuance of notes payable	0	400
Repayment of convertible promissory note	(25)	0
Payments on note payable	0	(688)
Proceeds from exercise of warrants	3,087	0
Proceeds from the issuance of common stock and warrants - Cognate	2,250	0
Proceeds from issuance common stock and warrants	2,059	10,210
Gross proceeds from issuance common stock and overallotment rights	15,000	0
Offering costs	(1,105)	0
Net cash provided by financing activities	21,266	9,922
Net decrease in cash and cash equivalents	(9,646)	(5,361)
Cash and cash equivalents at beginning of period	18,499	7,346
Cash and cash equivalents at end of period	8,853	1,985
Supplemental schedule of non-cash financing activities:
Issuance of common stock in connection with conversion of notes payable and accrued expenses	140	1,850
Issuance of common stock and warrants in connection with conversion of accounts payable - Cognate	8,835	0
Reclass of redeemable security to equity	$ 8,913	$ 0

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Net Loss Per Share Applicable to Common Stockholders (Details) In Thousands, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Excluded potentially dilutive securities	27,213	16,497
Common stock options [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Excluded potentially dilutive securities	1,551	1,574
Over-allotment rights [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Excluded potentially dilutive securities	2,273	0
Common stock warrants - equity treatment [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Excluded potentially dilutive securities	14,200	12,214
Common stock warrants - liability treatment [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Excluded potentially dilutive securities	9,108	0
Convertible notes [Member]
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Excluded potentially dilutive securities	81	2,709

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Net Loss Per Share Applicable to Common Stockholders (Tables)

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

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 six months ended
	June 30,
	2014	2013
Common stock options	1,551	1,574
Over-allotment rights	2,273	-
Common stock warrants - equity treatment	14,200	12,214
Common stock warrants - liability treatment	9,108	-
Convertible notes	81	2,709
Excluded potentially dilutive securities	27,213	16,497

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Related Party Transactions (Details Textual) (USD $)	1 Months Ended		3 Months Ended				6 Months Ended		12 Months Ended
	Jan. 17, 2014	Jul. 31, 2013	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013	Mar. 31, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Apr. 09, 2014
Related Party Transaction [Line Items]
Research and Development Arrangement, Contract to Perform for Others, Costs Incurred, Gross							$ 2,700,000		$ 3,600,000
One Time Charges Of Service Agreement							4,000,000
Debt Conversion, Converted Instrument, Amount				100,000		900,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)				70,000		400,000
Percentage Of Warrants Coverage		50.00%
Stock Issued During Period, Shares, New Issues	5,101,366,000
Shares Issued, Price Per Share										$ 6.60
Induced Conversion Of Convertible Debt Expense			5,089,000		0		10,340,000	0
Cognate Bioservices [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount		8,800,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)		2,200,000
Cash Consideration Per Share (in dollars per share)		$ 4.00
Warrant Issued to Purchase Common Stock		1,100,000
Warrant Exercise Price		$ 4.00
Fair Value Of Warrants		3,600,000
Fair Value Of Common Stock		13,100,000					3,800,000
Shares Issued, Price Per Share		$ 5.95	$ 6.71				$ 6.71
Induced Conversion Of Convertible Debt Expense		7,800,000					2,500,000
Proceeds from Issuance or Sale of Equity							2,300,000
Fair value of Warrants at Issuance Date			1,000,000				1,000,000
Cognate Bioservices [Member] | Accounts Payable [Member]
Related Party Transaction [Line Items]
Debt Conversion, Converted Instrument, Amount			2,900,000
Induced Conversion Of Convertible Debt Expense			1,400,000
Fair value of Warrants at Issuance Date			1,100,000				1,100,000
Cognate Bioservices [Member] | Condition Two [Member]
Related Party Transaction [Line Items]
Contingent Liability DCVax-L Manufacturing Services Agreement Amount	$ 3,000,000
Cognate Bioservices [Member] | Warrant [Member]
Related Party Transaction [Line Items]
Investors Warrants Exercisable							281,250
Cognate Bioservices [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues							562,500
Investor [Member]
Related Party Transaction [Line Items]
Shares Issued, Price Per Share										$ 7.50
Investor [Member] | Common Stock [Member]
Related Party Transaction [Line Items]
Shares Issued, Price Per Share			$ 7.00				$ 7.00

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Organization and Description of Business and Recent Developments (Details Textual)	6 Months Ended
	Jun. 30, 2014
Lock Up Agreement Description	The Company also entered into a Lock-Up Agreement with Cognate on January 17, 2014, under which Cognate agreed to have all of the shares that are issued as part of the milestone and initiation payments and the invoice conversions under the Cognate Agreements (collectively, the “Lock-Up Shares”) locked up for up to 36 months, in return for 15% warrant coverage for each 6-month period of lock-up, on the same terms as the warrants in the Cognate Agreements. During the lock-up, the Lock-Up Shares may not be sold or traded on the market. These lock-up terms are subject to the same most favored nation treatment as provided in the Cognate Agreements as described above.

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Organization and Description of Business and Recent Developments

6 Months Ended

Jun. 30, 2014

Organization, Consolidation and Presentation Of Financial Statements [Abstract]

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

1. Organization and Description of Business and Recent Developments

Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries NW Bio Europe S.A.R.L and NW Bio Gmbh (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer.

The Company’s platform technology, DCVax, is currently being tested for the treatment of certain types of cancers through clinical trials in the United States and Europe that are in various phases.

Recent Developments

On January 17, 2014, the Company entered into the following agreements (collectively, the “Cognate Agreements” or the “Agreements”) with Cognate BioServices, Inc. (“Cognate”) for manufacturing and related services for our DCVax® products:

· a DCVax®-L Manufacturing and Services Agreement;

· a DCVax®-Direct Manufacturing and Services Agreement;

· an Ancillary Services Agreement; and

· a Manufacturing Expansion Services Agreement.

Together, these Agreements provide for substantial expansion of manufacturing capacity for the Company’s programs, in multiple regions, as well as development of the necessary systems and logistics, and other near-term and long-term preparations, for large scale scale-up of the Company’s programs. These Agreements include most favored nation treatment with respect to the terms provided to any other investors or creditors (including with respect to any warrants), including share issuances upon the exercise of previously issued derivative securities.

The Company also entered into a Lock-Up Agreement with Cognate on January 17, 2014, under which Cognate agreed to have all of the shares that are issued as part of the milestone and initiation payments and the invoice conversions under the Cognate Agreements (collectively, the “Lock-Up Shares”) locked up for up to 36 months, in return for 15% warrant coverage for each 6-month period of lock-up, on the same terms as the warrants in the Cognate Agreements. During the lock-up, the Lock-Up Shares may not be sold or traded on the market. These lock-up terms are subject to the same most favored nation treatment as provided in the Cognate Agreements as described above.

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CONDENSED CONSOLIDATED BALANCE SHEETS [Parenthetical] (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Accounts payable, related party (in dollars)	$ 2,768	$ 3,619
Accrued expenses, related party net (in dollars)	7	5
Convertible notes payable current related parties, net (in dollars)	$ 50	$ 50
Temporary equity, par or stated value per share (in dollars per share)	$ 0.001	$ 0.001
Temporary Equity, Shares Issued	0	1,444,788
Temporary Equity, Shares Outstanding	0	1,444,788
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized	40,000,000	40,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares issued	58,785,299	45,666,315
Common stock, shares outstanding	58,785,299	45,666,315

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Stockholders' Deficit

6 Months Ended

Jun. 30, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

11. Stockholders’ Deficit

Common Stock Issuances

First Quarter 2014

During the quarter ended March 31, 2014, the Company issued in aggregate 238,496 shares of common stock in exchange for consulting services for which performance was complete. The fair value of the common stock recognized was $1.6 million.

During the quarter ended March 31, 2014, the Company issued 5,101,366 shares of common stock to Cognate as stock based compensation. The fair value of the common stock recognized was $2.5 million.

During the quarter ended March 31, 2014, the Company issued in aggregate 32,000 shares of common stock for cash. The fair value of the common stock recognized was $0.2 million.

During the quarter ended March 31, 2014, the Company converted accounts payable due to Cognate of approximately $5.9 million into 1,481,644 shares. The Company recorded $2.8 million of inducement expense associated with the issuance of the common shares. In addition, the Company issued warrants that were valued at $2.5 million at the date of issuance related to the conversion of accounts payable. Total inducement charge was $5.3 million.

During the quarter ended March 31, 2014, the Company converted notes and relevant accrued interest of $0.2 million into approximately 0.07 million shares of common stock.

During the quarter ended March 31, 2014, the Company issued an aggregate of 721,827 shares of common stock from the exercise of warrants previously issued. The Company received proceeds of approximately $2.7 million from the exercise of these warrants.

During the quarter ended March 31, 2014, 1,444,788 redeemable shares with a carrying value of $8.9 million were no longer redeemable and were reclassed to stockholders’ equity.

Second Quarter 2014

On April 9, 2014, the Company entered into a Securities Purchase Agreement with a single institutional investor for the sale of 2,272,727 shares of common stock at a purchase price of $6.60 per share, for a total purchase price of $15.0 million. Additionally, from the date of the closing until one year after the closing date, the investor has a non-transferable Over-allotment Right to purchase up to 2,272,727 additional shares of common stock at a price per share of $7.50, for an additional subscription amount of up to $17.05 million.

On June 30, 2014, the Company issued Cognate 562,500 shares of common stock and 281,250 warrants for proceeds of $2.3 million. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

During the quarter ended June 30, 2014, the Company issued 200,000 shares of common stock to an individual investor at $7.00 per share. The total proceeds of $1.4 million were received by the Company during the first quarter in 2014, and were recorded as shares payable on the balance sheet as of March 31, 2014. The $1.4 million shares payable were re-classed to stockholders’ deficit during the second quarter in 2014.

During the quarter ended June 30, 2014, the Company issued 58,614 shares of common stock for cash to an individual investor for proceeds of $435,540.

During the quarter ended June 30, 2014, the Company issued 16,200 shares of common stock for cash to an individual investor, but the proceeds were not received until July 2014. The Company recorded $125,550 as a subscription receivable and to offset an addition-paid-in-capital on the balance sheet as of June 30, 2014.

During the quarter ended June 30, 2014, the Company issued an aggregate of 92,100 shares of common stock from the exercise of warrants previously issued. The Company received proceeds of $394,925 from the exercise of these warrants.

During the quarter ended June 30, 2014, the Company issued an aggregate of 12,533 shares of common stock from the cashless exercise of warrants previously issued.

During the quarter ended June 30, 2014, the Company issued in aggregate 24,924 shares of common stock in exchange for consulting services. The fair value of the common stock recognized was $155,607.

During the quarter ended June 30, 2014, the Company converted accounts payable due to Cognate of approximately $2.9 million into 727,291 shares of common stock and 363,646 warrants. The Company recorded $1.4 million of inducement expense associated with the issuance of the common shares. In addition, as noted in Note 4  the Company issued warrants that were valued at $1.1 million at the date of issuance related to the conversion of accounts payable. Total inducement charge was $2.5 million.

Stock Purchase Warrants

The following is a summary of warrant activity for the six months ended June 30, 2014:

	Number of		Weighted Average
	Warrants		Exercise Price
Outstanding as of December 31, 2013		20,116	$	5.23
Warrants issued in connection with conversion of Cognate accounts payable*		741		4.00
Warrants issued in exchange for services		2,434		4.00
Warrants issued in connection with common stock issued		150		5.00
Warrants exercised on a cashless basis		(73)		-
Warrants exercised for cash		(722)		3.66
Expired in first quarter of 2014		(6)		9.54
Outstanding as of March 31, 2014		22,640		5.12
Warrants issued in connection with conversion of Cognate accounts payable*		364		4.00
Warrants issued to Cognate in connection with common stock issued for cash*		281		4.00
Warrants exercised for cash		(90)		4.25
Over-allotment rights issued in connection with registered direct offering		2,273		7.50
Warrants issued to placement agent in connection with registered direct offering		113		8.25
Outstanding as of June 30, 2014 **		25,581	$	5.32

*The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period.

** Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively, The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 13, 2014
Document Information [Line Items]
Entity Registrant Name	NORTHWEST BIOTHERAPEUTICS INC
Entity Central Index Key	0001072379
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	NWBO
Entity Common Stock, Shares Outstanding		59,504,996
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2014
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2014

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Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

12.  Subsequent Events 

On August 14, 2014, the Company announced the pricing of $17.5 million aggregate principal amount of its unsecured convertible notes (the “Notes”) in a private placement.  The Notes are initially convertible at $7.30 per share, a 10% premium above the closing market price of $6.64 per share on August 13, 2014.   The Company plans to use the offering proceeds to fund new manufacturing capacity in Europe and for general corporate purposes.  The Notes will bear interest at a rate of 5.00% per year, and mature in three years unless earlier converted.  The Notes will be subject to certain adjustments as provided in the Indenture.

The investors in the Notes will have the right, exercisable for three months, to purchase up to an additional 30% of the aggregate principal amount of the Notes on the same terms and conditions.

The sale of the Notes to the initial purchasers is expected to settle on August 19, 2014, subject to customary closing conditions, and is expected to result in approximately $16.15 million net proceeds to NW Bio, after deducting fees and estimated offering expenses payable by NW Bio.  Neither the Notes nor the shares of the Company’s common stock issuable upon conversion of the Notes, if any, have been registered under the Securities Act of 1933, as amended (the “Act”) or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues:
Research grants and other	$ 0	$ 272	$ 0	$ 409
Total revenues	0	272	0	409
Operating costs and expenses:
Research and development	21,549	8,383	41,535	19,991
General and administration	3,875	3,290	7,570	5,760
Depreciation and amortization	3	3	6	6
Total operating costs and expenses	25,427	11,676	49,111	25,757
Loss from operations	(25,427)	(11,404)	(49,111)	(25,348)
Other income (expense):
Inducement expense	(5,089)	0	(10,340)	0
Change in fair value of derivatives	4,684	0	(12,300)	0
Interest expense	(33)	(190)	(155)	(640)
Net loss	$ (25,865)	$ (11,594)	$ (71,906)	$ (25,988)
Net loss per share applicable to common stockholders - basic and diluted (in dollars per share)	$ (0.45)	$ (0.40)	$ (1.31)	$ (0.93)
Weighted average shares used in computing basic and diluted loss per share (in shares)	57,442	29,105	54,923	28,078

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Stock-based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

6. Stock-based Compensation

Stock Based Compensation to Non-employees

Stock-based compensation awards granted to non-employees are recognized over the related service period. The Company believes that the fair value of the stock-based awards is more reliably measurable than the fair value of the services received. The fair value of these awards are calculated at each reporting date. On January 17, 2014, in connection with the four Cognate Agreements, the Company issue d one-time initiation payments of 5,101,366 shares of common stock. The common stock will vest over thirty six months from the closing date. Stock-based compensation expense related to Cognate was $2.7 million and $5.1 million for the three and six months ended June 30, 2014. Approximately $2.8 million in compensation costs per calendar quarter may be recognized over the next 2.80 years based on the fair market value of stock of $6.71.

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Cash in Custody Account

6 Months Ended

Jun. 30, 2014

Cash and Cash Equivalents [Abstract]

Cash and Cash Equivalents Disclosure [Text Block]

5. Cash in Custody Account

During the six months ended June 30, 2014, the Company continued its efforts to obtain large new manufacturing capacity for its DCVax products in Europe. This capacity will be developed and managed by Cognate BioServices pursuant to the Manufacturing Expansion Services Agreement entered into by the Company and Cognate in January, 2014. Under that Agreement, the Company is responsible for the costs of developing and maintaining manufacturing facilities or capacity that is dedicated exclusively to production of NWBT’s DCVax products.

The Company found a suitable site and facility in Europe. Negotiations with the Seller for purchase of the property and facility continued for months. At the Seller’s direction, the purchase terms and transaction documents were expected to be finalized by June 30, 2014. On June 25, 2014, in preparation for the anticipated completion of the transaction, and due to the uncertain timing of international wires, the Company wired to the law firm handling the transaction $3.4 million for the payment at closing. The law firm held the $3.4 million in its client account. On June 30, 2014, in anticipation of a closing occurring that evening, the law firm sent $2.6 million to the Seller’s law firm to hold in trust, pending the closing of the purchase transaction. However, the transaction terms and documents were not finalized by June 30, 2014, and the Seller was not prepared to proceed with the transaction at that time. The funds continued to be kept in the two law firms’ trust accounts ($2.6 million in the Seller’s law firm and $0.8 million in the Purchaser’s law firm), and the Company was free to decide not to proceed and take the funds back. As of August 14, 2014, deal terms to the Company have not been finalized.

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Stockholders' Deficit (Tables)

6 Months Ended

Jun. 30, 2014

Stockholders' Equity Note [Abstract]

Schedule Of Warrant Activity [Table Text Block]

The following is a summary of warrant activity for the six months ended June 30, 2014:

	Number of		Weighted Average
	Warrants		Exercise Price
Outstanding as of December 31, 2013		20,116	$	5.23
Warrants issued in connection with conversion of Cognate accounts payable*		741		4.00
Warrants issued in exchange for services		2,434		4.00
Warrants issued in connection with common stock issued		150		5.00
Warrants exercised on a cashless basis		(73)		-
Warrants exercised for cash		(722)		3.66
Expired in first quarter of 2014		(6)		9.54
Outstanding as of March 31, 2014		22,640		5.12
Warrants issued in connection with conversion of Cognate accounts payable*		364		4.00
Warrants issued to Cognate in connection with common stock issued for cash*		281		4.00
Warrants exercised for cash		(90)		4.25
Over-allotment rights issued in connection with registered direct offering		2,273		7.50
Warrants issued to placement agent in connection with registered direct offering		113		8.25
Outstanding as of June 30, 2014 **		25,581	$	5.32

*The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period.

** Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively, The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period.

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Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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.

The accompanying unaudited condensed financial statements as of June 30, 2014 and for the three and six months then ended 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 June 30, 2014, condensed consolidated statements of operations for the three and six months ended June 30, 2014 and 2013, condensed consolidated statement of stockholders’ equity (deficit) for the six months ended June 30, 2014, and the condensed consolidated statements of cash flows for the six months ended June 30, 2014 and 2013 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 and six months ended June 30, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed balance sheet at December 31, 2013 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 condensed financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 1, 2014.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently Issued Accounting Standards

In June 2014, the FASB issued Accounting Standard Update No. 2014-10, Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.  The amendments in this update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.  A public entity is required to apply the amendments for annual reporting periods beginning after December 15, 2014, and interim periods therein.  An entity should apply the amendments retrospectively for all comparative periods presented.  Early adoption is permitted.  The Company adopted the guidance during the second quarter of 2014.  Adoption of this standard did not have a material impact on the Company’s financial position, results of operations, or cash flows.     

The Financial Accounting Standards Board (“FASB”) has issued Accounting Standards Update (“ASU”) No. 2014-12, Compensation – Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. This ASU requires that a performance target that affects vesting, and that could be achieved after the requisite service period, be treated as a performance condition. As such, the performance target should not be reflected in estimating the grant date fair value of the award. This update further clarifies that compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. The amendments in this ASU are effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Earlier adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s condensed consolidated financial position and results of operations.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

In preparing 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 equity instruments recorded as derivative liabilities, and estimating the useful lives of depreciable assets and whether impairment charges may apply.

Research and Development Expense, Policy [Policy Text Block]

Research and Development Costs

Research and development costs are charged to operations as incurred and consist primarily of clinical trial costs for the Company’s Phase III and Phase I/II clinical trials, related party manufacturing costs, consulting costs, contract research and development costs, and compensation costs. For the three and six months ended June 30, 2014, the Company recognized aggregate cash and non-cash research and developments costs of $21.5 million and $41.5 million, respectively. For the three and six months ended June 30, 2013, the Company recognized cash and non-cash research and developments costs of $8.4 million and $20.0 million, respectively.

For the six months ended June 30, 2014 and June 30, 2013, the Company recorded $28.5 million and $10.7 million, respectively, of cash and non-cash expenses related to services performed by Cognate (including manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several company programs). 

Comprehensive Loss Policy [Policy Text Block]

Comprehensive Loss

The Company’s comprehensive loss is equal to its net loss for all periods presented.

Significant Accounting Policies [Policy Text Block]

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2013 Annual Report.

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Related Party Transactions

6 Months Ended

Jun. 30, 2014

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

9. Related Party Transactions

Cognate BioServices

Under the January 17, 2014 DCVax®-L Manufacturing Services Agreement and the DCVax-Direct Agreement, a modified set of provisions applies going forward to any shut down or suspension.  Such shut down provisions have been included in all of the agreements with Cognate since 2005. Under the modified provisions, if the Company shuts down or suspends its DCVax-L program or DCVax-Direct program with Cognate in breach of the Agreement, the Company will be liable for certain fees in addition to any other remedies. The fees are based on the stage at which the shut down or suspension occurs:

• Prior to the last dose of the last patient enrolled in the Phase III trial for DCVax®-L or 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: in any of these cases, the fee shall be $3 million.

• At any time after receiving the equivalent of a marketing authorization for DCVax®-L in any jurisdiction, the fee shall be $5 million.

 

For the three months ended June 30, 2014, the Company made net disbursements to Cognate of approximately $4.0 million, including charges relating to manufacturing for both the Phase III and Phase I/II clinical trials, ongoing product and process development, and expansion of several Company programs under these service agreements.

As of June 30, 2014 and December 31, 2013, the Company owed Cognate (including third party sub-contract amounts) approximately $2.7 million and $3.6 million, respectively.

Cognate Accounts Payable Conversions and inducement charge –Six months ended June 30, 2014

Under the July 2013 Conversion and Lock-up Agreement, $8.8 million in accounts payable due to Cognate was converted into common stock and warrants. 2.2 million shares of common stock were issued based on an above-market $4.00 per share conversion price while the closing market price was $3.55. 50% warrant coverage of the common stock issued, resulting in 1.1 million warrants issued with an initial exercise price of $4.00. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

The fair value of the shares was based upon the closing stock price of the stock on the date of conversion and in aggregate was approximately $13.1 million ($5.95 per share) without factoring in a discount in value for the 36-month lock-up. The fair value of the warrants was based on the Monte Carlo simulation model, the inputs of which are disclosed in Note 4 and was approximately $3.6 million. The Company recorded a $7.8 million of inducement expense in connection with these transactions. 

The conversion shares are subject to a lock-up period of 36 months from the date of their issuance. Under the lock-up, the shares cannot be sold or traded on the market. The fair value of the shares does not include a liquidity discount related to the 36 month lock-up period as such liquidity discount.

The Company classified the warrants as liabilities measured at fair value and re-measured the instruments at fair value each reporting period.

Cognate common stock purchase and inducement charge –Six months ended June 30, 2014

On June 30, 2014, the Company issued Cognate 562,500 shares of common stock and 281,250 warrants, in return for a payment of  $2.3 million received from Cognate. The shares and warrants are subject to most favored nation treatment with respect to the terms (including in regards to warrants) provided to any other investors or creditors, including share issuances upon the exercise of previously issued derivative securities.

The fair value of the shares was based upon the closing stock price of the stock on the date of conversion and in aggregate was approximately $3.8 million ($6.71 per share) without factoring in a discount in value for the 36-month lock-up. The fair value of the warrants was based on the Monte Carlo simulation model, the inputs of which are disclosed in Note 4 and was approximately $1.0 million at inception. The Company recorded a $2.5 million of inducement expense in connection with these transactions. The fair value of the shares does not include a liquidity discount related to the 36 month lock-up period.

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Notes Payable

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

7.  Notes Payable

During the six months ended June 30, 2014, the Company converted notes and relevant accrued interest of $0.1 million into approximately 0.07 million shares of common stock. During the six months ended June 30, 2013, $0.9 million of notes were converted into 0.4 million shares of common stock.

Notes payable consist of the following at June 30, 2014 and December 31, 2013:

	June 30,		December 31,
	2014		2013
Notes payable - current
12% unsecured orginally due July 2011 - in dispute (1)		934		934
		934		934
Convertible notes payable, net - current
6% unsecured (2)		135		160
8% unsecured note due 2014 (3)		53		53
		188		213
Convertible Notes payable related party, net - current
6% due on demand (4)		50		75
		50		75
Total notes payable, net	$	1,172	$	1,222

(1) This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding.

(2) This $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards to the $0.110 million 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 regards to the $0.025 million 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.

(3) This $0.530 million note was due May 25, 2014, and is currently past due.

(4) This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time.

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Net Loss Per Share Applicable to Common Stockholders

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

8. Net Loss per Share Applicable to Common Stockholders

Options, warrants, and convertible debt outstanding were all considered anti-dilutive for three and the six month periods ended June 30, 2014, and 2013, due to net losses. 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 six months ended
	June 30,
	2014	2013
Common stock options	1,551	1,574
Over-allotment rights	2,273	-
Common stock warrants - equity treatment	14,200	12,214
Common stock warrants - liability treatment	9,108	-
Convertible notes	81	2,709
Excluded potentially dilutive securities	27,213	16,497

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Redeemable Common Stock

6 Months Ended

Jun. 30, 2014

Equity [Abstract]

Redeemable Common Stock Disclosure [Text Block]

10. Redeemable Common Stock

During the first quarter of 2014, the redemption provision on all 1.4 million redeemable shares outstanding as of December 31, 2013 lapsed and $8.9 million was transferred from redeemable common stock to stockholders’ equity (deficit).

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Notes Payable (Details Textual) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Notes Payable [Line Items]
Debt Conversion, Converted Instrument, Amount	$ 0.1	$ 0.9
Debt Conversion, Converted Instrument, Shares Issued	0.07	0.40

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Notes Payable (Tables)

6 Months Ended

Jun. 30, 2014

Debt Disclosure [Abstract]

Schedule of Debt [Table Text Block]

Notes payable consist of the following at June 30, 2014 and December 31, 2013:

	June 30,		December 31,
	2014		2013
Notes payable - current
12% unsecured orginally due July 2011 - in dispute (1)		934		934
		934		934
Convertible notes payable, net - current
6% unsecured (2)		135		160
8% unsecured note due 2014 (3)		53		53
		188		213
Convertible Notes payable related party, net - current
6% due on demand (4)		50		75
		50		75
Total notes payable, net	$	1,172	$	1,222

(1) This $0.934 million note, which was originally due in July 2011 is currently under dispute with the creditor as to the validity of the note payable balance, which the Company believes has already been paid in full and is not outstanding.

(2) This $0.135 million note as of June 30, 2014 consists of two separate 6% notes in the amounts of $0.110 million and $0.025 million. In regards to the $0.110 million 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 regards to the $0.025 million 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.

(3) This $0.530 million note was due May 25, 2014, and is currently past due.

(4) This $0.050 million demand note as of June 30, 2014 is held by an officer of the Company. The holder has made no demand for payment, but reserves the right to make a demand at any time.

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Summary of Significant Accounting Policies (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Summary of Significant Accounting Policies [Line Items]
Research and Development Expense	$ 21,549,000	$ 8,383,000	$ 41,535,000	$ 19,991,000
Research and Development Expense Service Agreement			$ 28,500,000	$ 10,700,000

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CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (USD $) In Thousands, except Share data	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscription Receivable [Member]	Retained Earnings [Member]	Accumulated Translation Adjustment [Member]
Balance at Dec. 31, 2013	$ (9,818)	$ 46	$ 375,213	$ 0	$ (384,887)	$ (190)
Balance (in shares) at Dec. 31, 2013		45,666,000
Issuance of common stock for cash in a private placement	224	0	224	0	0	0
Issuance of common stock for cash in a private placement (in shares)		32,000
Conversion of accounts payable to common stock and warrants	5,927	2	5,925	0	0	0
Conversion of accounts payable to common stock and warrants (in shares)		1,482,000
Inducement expenses associated with Conversion of accounts payable to common stock and warrants - Cognate	2,800	0	2,800	0	0	0
Conversion of note payable and accrued interest to common stock	217	0	217	0	0	0
Conversion of note payable and accrued interest to common stock (in shares)		70,000
Proceeds from warrants exercises	2,692	1	2,691	0	0	0
Proceeds from warrants exercises (in shares)		722,000
Cashless warrants exercises	0	0	0	0	0	0
Cashless warrants exercises (in shares)		41,000
Redemption of redeemable securities	8,913	1	8,912	0	0	0
Redemption of redeemable securities (in shares)		1,445,000
Adjustment for issuance of common stock in 2012	0	0	0	0	0	0
Adjustment for issuance of common stock in 2012 (in shares)		20,000
Offering costs	(1)	0	(1)	0	0	0
Stock based compensation subject to service conditions - Cognate	2,460	5	2,455	0	0	0
Stock based compensation subject to service conditions - Cognate (in shares)	5,101,366	5,101,000
Issuance of common stock in exchange for services - non-employees	1,567	0	1,567	0	0	0
Issuance of common stock in exchange for services - non-employees (in shares)		239,000
Net loss	(46,041)	0	0	0	(46,041)	0
Balance at Mar. 31, 2014	(31,060)	55	400,003	0	(430,928)	(190)
Balance (in shares) at Mar. 31, 2014		54,818,000
Balance at Dec. 31, 2013	(9,818)	46
Balance (in shares) at Dec. 31, 2013		45,666,000
Stock based compensation subject to service conditions - Cognate	2,300
Stock based compensation subject to service conditions - Cognate (in shares)		562,500
Net loss	(71,906)
Balance at Jun. 30, 2014	(29,872)	59
Balance (in shares) at Jun. 30, 2014		58,785,000
Balance at Mar. 31, 2014	(31,060)	55	400,003	0	(430,928)	(190)
Balance (in shares) at Mar. 31, 2014		54,818,000
Conversion of accounts payable to common stock and warrants	2,909	1	2,908	0	0	0
Conversion of accounts payable to common stock and warrants (in shares)	727,291	727,000
Inducement expenses associated with Conversion of accounts payable to common stock and warrants - Cognate	1,525	0	1,525	0	0	0
Cashless warrants exercises	0	0	0	0	0	0
Cashless warrants exercises (in shares)	12,533	13,000
Offering costs	(1,104)	0	(1,104)	0	0	0
Issuance of common stock for services - non-employees	155	0	155	0	0	0
Issuance of common stock for services - non-employees (in shares)		25,000
Issuance of common stock for cash and overallotment rights	15,000	2	14,998	0	0	0
Issuance of common stock for cash and overallotment rights (in shares)		2,273,000
Proceeds from the issuance of common stock and warrants in a private placement	1,835	0	1,835	0	0	0
Proceeds from the issuance of common stock and warrants in a private placement (inshares)		259,000
Proceeds from the issuance of common stock and warrants - Cognate		563,000
Proceeds from the issuance of common stock and warrants - Cognate	2,250	1	2,249	0	0	0
Inducement expenses associated with issuance of common stock on conversion of accounts payable - Cognate	1,426	0	1,426	0	0	0
Subscription receivable for issuance of common stock	0	0	125	(125)	0	0
Subscription receivable for issuance of common stock (in shares)	16,200	16,000
Warrants exercised for cash	395	0	395	0	0	0
Warrants exercised for cash (in shares)	92,100	92,000
Non-employee restricted shares compensation	2,662	0	2,662	0	0	0
Net loss	(25,865)	0	0	0	(25,865)	0
Balance at Jun. 30, 2014	$ (29,872)	$ 59	$ 427,177	$ (125)	$ (456,793)	$ (190)
Balance (in shares) at Jun. 30, 2014		58,785,000

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Fair Value Measurements

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

4. Fair Value Measurements

The Company is required under U.S. GAAP to measure certain of its assets and liabilities at fair value based upon a fair value hierarchy that requires the Company to maximize use of observable inputs (Level 1 and 2 inputs) and minimize use of unobservable inputs (Level 3 inputs). The Company is further required to classify each asset of liability measured at fair value into Level 1, 2, or 3 based on the significance of inputs used to measure fair value of the asset or liability in its entirety.

a. Derivative Liability

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2014 and December 31, 2013 (in thousands):

	Fair value measured at June 30, 2014
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	31,078	$	-	$	-	$	31,078

	Fair value measured at December 31, 2013
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	8,688	$	-	$	-	$	8,688

There were no transfers between Level 1, 2 or 3 during the three and six month periods ended June 30, 2014.

The following table presents changes in Level 3 liabilities measured at fair value for the three and six month periods ended June 30, 2014. 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.

Balance – December 31, 2013	$	8,688
3,174,835 warrants issued during 1st quarter		7,952
Change in fair value of warrant liability		16,984
Balance – March 31, 2014		33,624
644,896 warrants issued during 2nd quarter		2,138
Change in fair value of warrant liability		(4,684)
Balance – June 30, 2014	$	31,078

The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended June 30, 2014 is as follows (dollars and shares in thousands):

Warrants issuance date	January 6, 2014		January 17, 2014		January 31, 2014		February 3, 2014		February 28, 2014		March 31, 2014		Total
Number of warrants issued		139		2,434		143		119		195		145		3,175
Fair value of warrants at issuance date	$	308	$	5,501	$	383	$	327	$	844	$	589	$	7,952

Warrants issuance date	April 30, 2014		May 30, 2014		June 30, 2014		Total
Number of warrants issued		171		193		281		645
Fair value of warrants at issuance date	$	527	$	621	$	990	$	2,138

Date of valuation	January 6, 2014			January 17, 2014			January 31, 2014			February 3, 2014			February 28, 2014			March 31, 2014
Dividend yield (per share)		0	%		0	%		0	%		0	%		0	%		0%
Strike price	$	4.00		$	4.00		$	4.00		$	4.00		$	4.00			$2.40-$6.00
Volatility (annual)		92.13	%		93.12	%		96.72	%		91.79	%		105.03	%		74.43%-88.03%
Risk-free rate		1.73	%		1.66	%		1.55	%		1.49	%		1.49	%		1.73%
Contractual term (years)		5.0			5.0			5.00			5.00			5.00			4.33-4.85

Date of valuation	April 30, 2014			May 30, 2014			June 30, 2014
Dividend yield (per share)		0	%		0	%		0%
Strike price	$	4.00		$	4.00		$	4.00
Volatility (annual)		84.18	%		83.48	%		79.79%-82.90%
Risk-free rate		1.74	%		1.52	%		1.62%-1.64%
Contractual term (years)		5.0			5.0			5.00

The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s Management.

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Fair Value Measurements (Details) (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 31,078	$ 33,624	$ 8,688
Fair Value, Inputs, Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	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
Fair Value, Inputs, Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrant liability	$ 31,078		$ 8,688

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Stockholders' Deficit (Details) (USD $)	3 Months Ended		6 Months Ended
	Mar. 31, 2014		Jun. 30, 2014
Shareholders Deficit [Line Items]
Class Of Warrant Or Right Outstanding	20,116		20,116
Number of Warrants - warrants issued in connection with conversion of Cognate accounts payable	741	[1]	364	[1]
Number Of Warrants - Warrants issued for service	2,434
Number of Warrants - warrants issued in connection with common stock issued	150		281	[1]
Number Of Warrants Warrants - Exercised On Cashless Basis	(73)
Number Of Warrants Warrants - Exercised For Cash	(722)		(90)
Number of Warrants - warrants issued in connection with registered direct offering			2,273
Number of Warrants - warrants issued to placement agent in connection with registered direct offering			113
Number of Warrants - Expired	(6)
Class Of Warrant Or Right Outstanding	22,640		25,581	[2]
Weighted Average Exercise Price - Outstanding	$ 5.23		$ 5.23
Weighted Average Exercise Price - warrants issued in connection with conversion of Cognate accounts payable	$ 4.00	[1]	$ 4.00	[1]
Weighted Average Exercise Price - warrants issued in exchange for services	$ 4.00
Weighted Average Exercise Price - warrants issued in connection with common stock issued	$ 5.00		$ 4.00	[1]
Weighted Average Exercise Price - exercised for cash	$ 3.66		$ 4.25
Weighted average exercise Price - Warrants exercised on a cashless basis	$ 0
Weighted Average Exercise Price - warrants issued in connection with registered direct offering			$ 7.50
Weighted Average Exercise Price - warrants issued to placement agent in connection with registered direct offering			$ 8.25
Weighted Average Exercise Price - Expired	$ 9.54
Weighted Average Exercise Price - Outstanding	$ 5.12		$ 5.32	[2]

[1] The warrants contain “down round protection” and the Company classifies these warrant instruments as liabilities measured at fair value and remeasures these instruments at fair value each reporting period.

[2] Approximately 6,176,000 warrants issued to Cognate, during the six year period from 2008 through 2014, with a weighted average exercise price and remaining contractual term of $2.80 and 4.5 years, respectively. The weighted average exercise price gives effect to adjustments related to the most favored nation clause that occurred during the period.

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Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of June 30, 2014 and December 31, 2013 (in thousands):

	Fair value measured at June 30, 2014
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	June 30, 2014		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	31,078	$	-	$	-	$	31,078

	Fair value measured at December 31, 2013
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	December 31, 2013		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	8,688	$	-	$	-	$	8,688

Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block]

The following table presents changes in Level 3 liabilities measured at fair value for the three and six month periods ended June 30, 2014. 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.

Balance – December 31, 2013	$	8,688
3,174,835 warrants issued during 1st quarter		7,952
Change in fair value of warrant liability		16,984
Balance – March 31, 2014		33,624
644,896 warrants issued during 2nd quarter		2,138
Change in fair value of warrant liability		(4,684)
Balance – June 30, 2014	$	31,078

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]

The Company’s warrant liabilities are measured at fair value using the Monte Carlo simulation valuation methodology. A summary of quantitative information about significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities that are categorized within Level 3 of the fair value hierarchy for the three months ended June 30, 2014 is as follows (dollars and shares in thousands):

Warrants issuance date	January 6, 2014		January 17, 2014		January 31, 2014		February 3, 2014		February 28, 2014		March 31, 2014		Total
Number of warrants issued		139		2,434		143		119		195		145		3,175
Fair value of warrants at issuance date	$	308	$	5,501	$	383	$	327	$	844	$	589	$	7,952

Warrants issuance date	April 30, 2014		May 30, 2014		June 30, 2014		Total
Number of warrants issued		171		193		281		645
Fair value of warrants at issuance date	$	527	$	621	$	990	$	2,138

Date of valuation	January 6, 2014			January 17, 2014			January 31, 2014			February 3, 2014			February 28, 2014			March 31, 2014
Dividend yield (per share)		0	%		0	%		0	%		0	%		0	%		0%
Strike price	$	4.00		$	4.00		$	4.00		$	4.00		$	4.00			$2.40-$6.00
Volatility (annual)		92.13	%		93.12	%		96.72	%		91.79	%		105.03	%		74.43%-88.03%
Risk-free rate		1.73	%		1.66	%		1.55	%		1.49	%		1.49	%		1.73%
Contractual term (years)		5.0			5.0			5.00			5.00			5.00			4.33-4.85

Date of valuation	April 30, 2014			May 30, 2014			June 30, 2014
Dividend yield (per share)		0	%		0	%		0%
Strike price	$	4.00		$	4.00		$	4.00
Volatility (annual)		84.18	%		83.48	%		79.79%-82.90%
Risk-free rate		1.74	%		1.52	%		1.62%-1.64%
Contractual term (years)		5.0			5.0			5.00