0001144204-18-014763.txt : 20180314
0001144204-18-014763.hdr.sgml : 20180314
20180314210451
ACCESSION NUMBER: 0001144204-18-014763
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180312
FILED AS OF DATE: 20180314
DATE AS OF CHANGE: 20180314
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Powers Linda F
CENTRAL INDEX KEY: 0001289624
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35737
FILM NUMBER: 18690869
MAIL ADDRESS:
STREET 1: 7600 WISCONSIN AVENUE
STREET 2: SUITE 700
CITY: BETHESDA
STATE: MD
ZIP: 20814
ISSUER:
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
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
4
1
tv488530_4.xml
OWNERSHIP DOCUMENT
X0306
4
2018-03-12
0
0001072379
NORTHWEST BIOTHERAPEUTICS INC
NWBO
0001289624
Powers Linda F
C/O NORTHWEST BIOTHERAPEUTICS, INC.
4800 MONTGOMERY LANE, SUITE 800
BETHESDA
MD
20814
1
1
0
0
President and CEO
Convertible Note
2018-03-14
4
A
0
4000000
A
2018-03-14
Series B Preferred Stock
1739130
4000000
D
Convertible Note
2018-03-14
4
A
0
4000000
A
2018-03-14
Class D-2 Warrants
8695652
4000000
D
Class D-2 Warrants
0.3
2018-03-14
4
A
0
8695652
A
2018-03-14
Common Stock
8695652
8695652
D
Series A Preferred Stock
0
2018-03-12
4
J
0
2941176
A
Common Stock
29411760
2941176
D
Class D-1 Warrants
0.22
2018-03-12
4
J
0
29411760
A
Common Stock
29411760
29411760
D
The reporting person made a new loan of $4 million to the Company in the form of a note convertible into Series B Preferred Stock and Class D-2 Warrants. Approximately half of the Class D-2 Warrants are due and issuable when the loan is provided, and approximately half are due on a proportional basis in the event of conversion of some or all of the Note. The note bears interest at a rate of 10% per annum, and is repayable upon 15 days' notice from the holder (and no later than five years from the date of the Note). The conversion price is $2.30 for one share of Series B Preferred Stock and 5 Class D-2 Warrants. Each share of Series B Preferred Stock is convertible into 10 shares of common stock when such shares of common stock are authorized and available. The Class D-2 Warrants are not currently exercisable, will expire five years after they become exercisable and have an exercise price of $0.30.
The reported transactions are exempt from Section 16(b) of the Exchange Act because the securities were received by the reporting person as payment of $5 million of debt previously contracted and owed by a third party to the reporting person (which was part of a larger debt previously contracted by the third party to the reporting person which was unpaid) as the third party was unable to make any repayment in cash.
Convertible and exercisable when the Company has sufficient shares of common stock authorized and available. The Class D-1 Warrants are not currently exercisable and will expire two years after they become exercisable.
A $5 million portion of a larger pre-existing debt owed by a third party to the reporting person was paid by assignment of this Series A Preferred Stock and Class D-1 Warrants to the reporting person as the third party was unable to make any repayment in cash.
/s/ Linda F. Powers
2018-03-14