SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
(Amendment No. 1)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 18, 2020
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction||(Commission||(IRS Employer|
|of incorporation)||File Number)||Identification No.)|
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
(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 Instruction 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))|
|Title of each class:||
|Name of each exchange on which registered:|
|Common Stock, par value, $0.001 per share||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
On April 23, 2020, Northwest Biotherapeutics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) disclosing the voting results at the Company’s Annual Meeting of Stockholders held on April 18, 2020 (the “Annual Meeting”). The sole purpose of this amendment is to disclose, in accordance with Item 5.07(d) of Form 8-K, the Company’s decision as to how frequently the Company will conduct future stockholder non-binding advisory votes regarding executive compensation. No changes are being made to the Original 8-K other than to add the disclosure set forth in this amendment.
|Item 5.07.||Submission of Matters to a Vote of Security Holders.|
As previously reported in the Original Form 8-K, in a non-binding advisory vote on the frequency of future non-binding advisory votes to approve executive compensation held at the Annual Meeting, 158,033,243 shares voted for every three years, 31,465,492 shares voted for every two years, 209,009,746 shares voted for every one year, 7,377,480 shares abstained and there were 0 broker non-votes. The Company has considered the outcome of this non-binding advisory vote and has determined that the Company will hold future non-binding advisory votes regarding executive compensation every one year until the occurrence of the next non-binding advisory vote on the frequency of non-binding advisory votes on executive compensation.
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: September 15, 2020||By:||/s/ Linda Powers|
|Title:||Chief Executive Officer and Chairman|