0001144204-14-076257.txt : 20141230 0001144204-14-076257.hdr.sgml : 20141230 20141230080220 ACCESSION NUMBER: 0001144204-14-076257 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20141230 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20141230 DATE AS OF CHANGE: 20141230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST BIOTHERAPEUTICS INC CENTRAL INDEX KEY: 0001072379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943306718 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35737 FILM NUMBER: 141314485 BUSINESS ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 BUSINESS PHONE: (240) 497-9024 MAIL ADDRESS: STREET 1: 4800 MONTGOMERY LANE STREET 2: SUITE 800 CITY: BETHESDA STATE: MD ZIP: 20814 8-K 1 v397704_8k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 30, 2014

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

Delaware	0-35737	94-3306718
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation or organization)	File Number)	Identification No.)

4800 Montgomery Lane, Suite 800

Bethesda, Maryland 20814

(Address of Principal Executive Offices)

(240) 497-9024

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

In response to questions received by Northwest Biotherapeutics, Inc. (the “Company”) relating to certain transactions involving Cognate BioServices (“Cognate”), the Company’s contract manufacturer and an affiliate of the Company, the Company provided the response set forth in Exhibit 99.1 hereto.

The information in this Item 7.01, including the exhibit attached hereto, is furnished solely pursuant to Item 7.01 of Form 8-K. Consequently, such information is not deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. Further, the information in this Item 7.01, including the exhibit, shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits.

(d)

List of Exhibits

Exhibit No.	Description

Exhibit 99.1	Response.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NORTHWEST BIOTHERAPEUTICS, INC.


Date: December 30, 2014	By: /s/ Linda Powers
	Name: Linda Powers Title: Chief Executive Officer and Chairman

Exhibit Index

Exhibit No.	Description

Exhibit 99.1	Response

EX-99.1 2 v397704_ex99-1.htm EXHIBIT 99.1

EXHIBIT 99.1

Questions received:

Les -- Regarding today's 8K, can you provide more details about this:

Also in the course of the review, the parties noted that Cognate had entered into two convertible debt financings with unrelated third party investors, secured by Cognate assets, and provided the proceeds of the financings for NWBO’s programs. The debt was convertible, at the investors’ election, into shares of Company stock owned by Cognate. The third party investors elected to convert the debt and receive repayment in shares of Company stock rather than in cash.

When did these Cognate financings take place? How much money was raised and passed through to Northwest Bio? On what specific terms was the debt repaid i.e. how many shares of NWBO stock were used to repay the Cognate creditors?

Thanks -- Adam

Adam Feuerstein

Sr. Columnist

TheStreet

Company response:

Adam,

In response to your questions, Cognate has provided funding for NW Bio programs both directly and indirectly, over time. Depending on the occasion, such funding may or may not involve Cognate providing cash to NW Bio. For example, there have been many periods when NW Bio was months (or more) behind in paying Cognate’s invoices, but Cognate continued the manufacturing and operations for NW Bio’s programs, with Cognate paying and carrying the costs. In some cases, Cognate itself undertook financings to enable it to provide such funding for NW Bio’s programs.

Whenever Cognate has provided funding to NW Bio, per your question below, that has been disclosed by NW Bio in its own reporting (including the dates, the amounts of funds and the terms).

Since Cognate is a private company, for the most part Cognate’s own financing activities are a private, proprietary matter for Cognate. However, when Cognate delivered any of the NWBO shares Cognate owned to third parties in connection with financing transactions, those occasions are set forth in Cognate’s Form 4 filings. Those filings identify each of the dates when Cognate delivered NWBO shares, and the number of shares used as consideration for any such third party transactions.

We hope this information is helpful.

Les Goldman