SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 15, 2017
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
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))|
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. ¨
|Item 3.03||Material Modification to Rights of Security Holders.|
The discussion in Item 5.03 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 3.03.
|Item 5.03||Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
Amended and Restated Series A Certificate of Designations
As previously announced, Northwest Biotherapeutics, Inc. (the “Company”) filed a Certificate of Designations relating to the Company’s Series A Preferred Stock. On December 15, 2017, the Company filed an Amended and Restated Series A Certificate of Designations with the Secretary of State of the State of Delaware, which corrected certain provisions in Sections 4.4 and Section 6.5. The foregoing does not purport to be a complete description of the Amended and Restated Series A Certificate of Designations and is qualified in its entirety by reference to the full text of the Amended and Restated Series A Certificate of Designations, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 7.01||Regulation FD Disclosure|
On December 19, 2017, the Company issued a press release announcing the commencement of a general solicitation offering of Series B Convertible Preferred Stock and Class D-2 Warrants to “accredited investors” as defined in Rule 501(a) of Regulation D. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01||Financial Statements and Exhibits.|
|3.1||Amended and Restated Series A Certificate of Designations of Northwest Biotherapeutics, Inc., filed with the Secretary of State of the State of Delaware on December 15, 2017.|
|99.1||Press Release dated December 19, 2017.|
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 20, 2017||By: /s/ Linda Powers|
Name: Linda Powers
Title: Chief Executive Officer and Chairman
AMENDED AND RESTATED
CERTIFICATE OF DESIGNATIONS
SERIES A CONVERTIBLE PREFERRED STOCK
NORTHWEST BIOTHERAPEUTICS, INC.
Northwest Biotherapeutics, Inc. (the “ Company ”), a corporation formed and existing under the Delaware General Corporation Law (the “ DGCL ”), in accordance with the provisions of Section 103(f) of the DGCL does hereby amend and restate the Certificate of Designations of Series A Convertible Preferred Stock originally filed with the Office of the Secretary of State of Delaware on December 1, 2018 (the “ Original Certificate of Designations ”) to read in its entirety as set forth below.
The inaccuracies or defects of the Original Certificate of Designations to be corrected as amended hereby are as follows: (i) the first sentence of Section 4.4 should have provided that the provisions of Section 4.4 are subject to the provisions of Section 6.5 of the Original Certificate of Designations, as contemplated by Section 6.5 and (ii) the last sentence of Section 6.5 should have provided that the rights of waiver set forth in Section 6.5 of the Original Certificate of Designations are not subject to any provision in the Original Certificate of Designations to the contrary.
The Company does hereby determine and certify that, pursuant to Section 151 of the DGCL and authority conferred upon its Board of Directors (the “ Board of Directors ”) by the Company’s Certificate of Incorporation (as amended, the “ Certificate of Incorporation ”), pursuant to Section 141(f) of the DGCL, the Board of Directors hereby adopt the following resolutions by unanimous written consent in lieu of a meeting:
WHEREAS, the Certificate of Incorporation authorizes 40,000,000 shares of preferred stock, par value $0.001 per share (the “ Preferred Stock ”); and
WHEREAS, the Certificate of Incorporation authorizes the Board of Directors to provide, by resolution from time to time and by filing a certificate of designations pursuant to the DGCL, for the issuance of the shares of Preferred Stock in one or more series;
NOW, THEREFORE, BE IT RESOLVED, that the Board of Directors hereby approves and adopts the designations set forth below (this “ Certificate of Designations ”) and a series of Preferred Stock with the following powers, designations, preferences and rights and the following qualifications, limitations and restrictions is hereby authorized and established:
Section 1.1 There is hereby created out of the authorized and unissued shares of Preferred Stock of the Company a series of preferred stock designated “Series A Convertible Preferred Stock” (the “ Series A Preferred Stock ”), consisting of 15,000,000 shares, par value $0.001 per share (each, a “ Series A Preferred Share ”). Each Series A Preferred Share shall rank equally in all respects and shall be subject to the following provisions of this Certificate of Designations. Series A Preferred Shares which have been converted, redeemed, repurchased or otherwise acquired by the Company shall be retired and, following the filing of any certificate required by the DGCL, will have the status of authorized and unissued shares of the Company’s Preferred Stock, without designation as to series, until such shares are once more designated by the Board of Directors as part of a particular series of preferred stock.
RANK AND PREFERENCE
Section 2.1 The Series A Preferred Stock shall, with respect to rights upon an acquisition of the Company, sale of all or substantially all assets of the Company, other business combination or liquidation, dissolution or winding up of the affairs of the Company (collectively, a “Liquidation Event”) rank senior and prior to the common stock, par value $0.001 per share, of the Company (the “ Common Stock ”). In the event of a Liquidation Event, each Holder shall, with respect to each Series A Preferred Share owned by such Holder, be entitled to receive, out of funds of the Company legally available therefor, before any payment or distribution of any assets of the Company shall be made or set apart for holders of the Common Stock, an amount per Series A Preferred Share equal to, at the election of the relevant such Holder, either (a) $1.70 per Series A Preferred Share or (b) the amount such Holder would have received had such Holder, immediately prior to such Liquidation Event, converted such Series A Preferred Share into shares of Common Stock as set forth herein.
VOTING RIGHTS AND TRANSFERABILITY
Section 3.1 On any matter presented to the stockholders of the Company for their action at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of a meeting), each Holder shall be entitled to cast the number of votes equal to 10 votes per Series A Preferred Share held by such Holder. Notwithstanding the foregoing, Holders of Series A Preferred Stock shall not be entitled to vote shares of such stock on any matter for which the holders of Common Stock are then entitled to vote as a separate class pursuant to Section 242(b)(2) of the DGCL (including any amendment to the Certificate of Incorporation to increase or decrease the authorized number of shares of Common Stock unless the class vote on such matter has been eliminated pursuant to the Certificate of Incorporation). Except as otherwise required by law or other provisions of the Certificate of Incorporation or this Certificate of Designations, Holders shall vote together with the holders of Common Stock as a single class (together with any other capital stock entitled to vote thereon) and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company as in effect from time to time.
Section 3.2 On or before the Voting Period End Date (as defined below) , t he Series A Preferred Stock shall not be directly or indirectly assignable or transferable by any Holder thereof, and no Holder of Series A Preferred Stock shall at any time, directly or indirectly, sell, assign, transfer or otherwise dispose of any shares of Series A Preferred Stock or any economic or voting interests or rights associated therewith, except as specifically authorized by the Board of Directors in its sole discretion. Any purported transfer or assignment in violation of the foregoing shall be void ab initio and given no effect. “ Voting Period End Date ” means the earlier of (i) the date on which the holders of the Company’s common stock approve, at a shareholder meeting of the Company, an increase in the maximum number of shares authorized for issuance, or (ii) June 1, 2018.
Section 4.1. Shares of Common Stock To Be Delivered Upon Conversion. Each Series A Preferred Share shall be convertible into ten (10) shares of Common Stock as provided in this Article 4.
Section 4.2 Optional Conversion . From and after the date on which the Company has sufficient shares of Common Stock authorized and available for issuance to satisfy its obligations to deliver Common Stock upon conversion of some or all of the Series A Preferred Stock, but in any event not later than June 1, 2018 (such date, the “ Convertibility Date ”), e ach Holder shall be entitled, subject to such availability of Common Stock, to convert some or all of their Series A Preferred Stock, at any time and from time to time into a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock as set forth in this Article 4 . Upon such conversion, the Series A Preferred Shares so converted shall no longer be deemed to be outstanding, and all rights of the Holder with respect to such Series A Preferred Shares shall immediately terminate, except the right to receive the shares of Common Stock and any other amounts payable pursuant to this Certificate of Designations.
Section 4.3. Mandatory Conversion . From and after the Convertibility Date, the Company shall have the right, at any time and from time to time, in its sole discretion, to cause some or all of such Series A Preferred Shares to be automatically converted (without any further action by the Holder(s) and whether or not the Series A Preferred Shares (in the case of uncertificated shares) or the certificates representing the Series A Preferred Shares are surrendered), into a number of duly authorized, validly issued, fully paid and non-assessable shares of Common Stock as set forth in this Article 4. The Company shall exercise this right by delivering at least three (3) days’ prior written notice thereof to the applicable Holder of Series A Preferred Shares. From and after such conversions (the dates and times of such conversion, the applicable “ Mandatory Conversion Date ”), the Series A Preferred Shares so converted shall no longer be deemed to be outstanding, and all rights of the Holder with respect to such Series A Preferred Shares shall immediately terminate, except the right to receive the shares of Common Stock and any other amounts payable pursuant to this Certificate of Designations.
Section 4.4. Beneficial Ownership Limitation . Subject to Section 6.5, the Company shall not effect any conversion of the Series A Preferred Stock, and a Holder shall not have the right to convert any portion of the Series A Preferred Stock, to the extent that, after giving effect to an attempted conversion set forth on an applicable notice of conversion, such Holder (together with such Holder’s Affiliates, and any other Person whose beneficial ownership of Common Stock would be aggregated with the Holder’s for purposes of Section 13(d) of the Exchange Act and the applicable regulations of the Commission, including any “group” of which the Holder is a member) would beneficially own a number of shares of Common Stock in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by such Holder and its Affiliates shall include the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock subject to the applicable notice of conversion with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which are issuable upon (A) conversion of the remaining, unconverted Series A Preferred Stock beneficially owned by such Holder or any of its Affiliates, and (B) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including any warrants) beneficially owned by such Holder or any of its Affiliates that are subject to a limitation on conversion or exercise similar to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this Section 4.4, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the applicable regulations of the Commission. In addition, for purposes hereof, “group” has the meaning set forth in Section 13(d) of the Exchange Act and the applicable regulations of the Commission. For purposes of this Section 4.4, in determining the number of outstanding shares of Common Stock, absent actual knowledge of such Holder to the contrary, a Holder may rely on the number of outstanding shares of Common Stock as stated in the most recent of the following: (A) the Company’s most recent periodic or annual filing with the Commission, as the case may be, (B) a more recent public announcement by the Company that is filed with the Commission, or (C) a more recent notice by the Company or the Company’s transfer agent to the Holder setting forth the number of shares of Common Stock then outstanding. Upon the written request of a Holder, the Company shall, within three Trading Days thereof, confirm in writing to such Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to any actual conversion or exercise of securities of the Company, including shares of Series A Preferred Stock, by such Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was last publicly reported or confirmed to the Holder. The initial “Beneficial Ownership Limitation” shall be 9.9% (after giving effect to the issuance of shares of Common Stock pursuant to such notice of conversion (to the extent permitted pursuant to this Section 4.4.)) The Company shall be entitled to rely on representations made to it by the Holder in any notice of conversion regarding its Beneficial Ownership Limitation.
Section 4.5. Mechanics of Conversion . In order to convert Series A Preferred Shares pursuant to Section 4.2, the converting Holder must surrender the applicable Series A Preferred Shares (in the case of uncertificated shares) or the certificates representing such Series A Preferred Shares at the office of the Company’s transfer agent for the Series A Preferred Stock (or at the principal office of the Company, if the Company serves as its own transfer agent), together with (i) written notice that such Holder elects to convert all or part of such Series A Preferred Shares as specified in such notice and (ii) a written instrument or instructions of transfer or other documents and endorsements reasonably acceptable to the transfer agent or the Company, as applicable. The date the transfer agent or the Company, as applicable, receives such Series A Preferred Shares or certificates, together with such notice and any other documents and amounts required to be paid by the Holder pursuant to this Section 4.5, will be the date of conversion.
Section 4.6. Transfer Taxes . Issuances of shares of Common Stock upon conversion of the Series A Preferred Shares shall be made without charge to the Holder for any issuance or transfer tax or other incidental expense in respect of the issuance thereof; provided, however , that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance or delivery of shares of Common Stock in a name other than that of the converting Holder, and no such issuance or delivery need be made unless and until the Person requesting such issuance or delivery has paid to the Company the amount of any such tax or has established, to the reasonable satisfaction of the Company, that such tax has been, or will timely be, paid.
Section 4.7. Adjustments for Subsequent Events . From and after the date of this Certificate of Designations, adjustments shall be made from time to time (but not less than the par value of the Common Stock) as follows:
(a) Stock Splits, Subdivisions, Reclassifications or Combinations . If the Company shall (i) subdivide (including by stock dividend) or reclassify the outstanding shares of Common Stock into a greater number of shares, or (ii) combine or reclassify the outstanding Common Stock into a smaller number of shares, the number of shares of Common Stock issuable upon conversion of the Series A Preferred Stock and the number of votes held by each Series A Preferred Share held by the Holders will be correspondingly adjusted.
(b) Other Distributions . If the Company fixes a record date for the making of a dividend or distribution to all holders of shares of its Common Stock (i) of cash, (ii) of shares of any class of the Company or of any Person , other than shares of the Company’s Common Stock, or (iii) of evidences of indebtedness of the Company or any subsidiary, (iv) of assets or (v) of rights or warrants in respect of any of the foregoing, in each such case the Series A Preferred Stock shall be entitled to receive such dividend of distribution on an as-converted basis.
(c) Successive Adjustments . Successive adjustments in respect of the Series A Preferred Shares shall be made pursuant to this Section 4.7, without duplication, whenever any event specified in Section 4.7(a) hereof shall occur.
(d) Rounding of Calculations; Minimum Adjustments . All calculations of any share adjustment amount under this Section 4.7 shall be made to the nearest one-thousandth (1/1,000th). No adjustment is required if the amount of such adjustment would be less than 0.01 of a share; provided, however , that any adjustments which by reason o f this Section 4.7 (d) are not required to be made will be carried forward and given effect in any subsequent adjustment.
Unless the context otherwise requires, when used herein the following terms shall have the meaning indicated.
“ Affiliate ” means any person or entity that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a person or entity, as such terms are used in and construed under Rule 144 under the Securities Act. With respect to a Holder, any investment fund or managed account that is managed on a discretionary basis by the same investment manager as such Holder will be deemed to be an Affiliate of such Holder.
“ Business Day ” means a day except a Saturday, a Sunday or other day on which commercial banks in the City of New York are authorized or required by applicable law to be closed.
“ Commission ” means the Securities and Exchange Commission.
“ Holders ” means the holders of outstanding Series A Preferred Shares as they appear in the records of the Company.
“ Person ” means an individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended, or any successor statute, and the rules and regulations promulgated thereunder).
“ Trading Day ” means a day on which the Common Stock is traded for any period on the principal securities exchange or if the Common Stock is not traded on a principal securities exchange, on a day that the Common Stock is traded on another securities market on which the Common Stock is then being traded or if the Common Stock is not then traded, Trading Day shall mean a Business Day.
Section 6.1. Lost, Stolen, Mutilated or Destroyed Share Certificates . If a stock certificate representing Series A Preferred Shares is lost, stolen, mutilated or destroyed, the Company may, on such terms as to indemnification by the Holder or otherwise as it may reasonably impose (which shall, in the case of a mutilated stock certificate, include the surrender thereof), issue a replacement stock certificate of the same denomination and tenor as the stock certificate so lost, stolen, mutilated or destroyed.
Section 6.2. Notices . All notices or communications in respect of Series A Preferred Shares shall be in writing, shall be effective upon delivery, and shall be delivered by (i) registered or certified mail, return receipt requested, postage prepaid, (ii) reputable nationwide overnight courier service guaranteeing next business day delivery, (iii) personal delivery, or (iv) facsimile or electronic mail, with written confirmation of receipt.
Section 6.3. No Other Rights . The Series A Preferred Shares shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as expressly set forth herein or in the Certificate of Incorporation or as required by applicable law or regulation.
Section 6.4. Headings . The headings of the various subdivisions hereof are for convenience of reference only and shall not affect the interpretation of any of the provisions hereof.
Section 6.5. Amendments . So long as any Series A Preferred Shares are outstanding, in addition to any other vote required by law, the affirmative vote of the holders of a 67% in voting power of the Series A Preferred Shares shall be required for the Corporation to effect any amendment, alteration or repeal of any provision of the Certificate of Incorporation (including this Certificate of Designations with respect to the Series A Preferred Stock) that would alter or change the rights, powers or preferences of the Series A Preferred Stock so as to affect them adversely. Subject to the preceding sentence, but otherwise notwithstanding any provision in this Certificate of Designations to the contrary, any provision contained herein and any right of the holders of the Series A Preferred Shares granted hereunder may be waived as to all shares of Series A Preferred Stock (and the holders thereof) upon the written consent of the Company and the holders of 67% in voting power of the Series A Preferred Shares. Further, in addition to the foregoing, and notwithstanding any provision in this Certificate of Designations to the contrary, (a) any provision contained in this Certificate of Designations and any right provided hereunder may be waived by a particular party who would benefit from the provision to be waived or who is not the party restricted by the provision to be waived with respect to itself only, and (b) the limitations provided in Section 4.4 may be waived by mutual agreement of the Company and the Holder.
Section 6.6. Effectiveness . This Certificate of Designations shall become effective upon filing with the Secretary of State of the State of Delaware.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the Company has caused this Certificate of Designations to be duly executed and acknowledged by the undersigned, thereunto duly authorized, this 15 th day of December, 2017.
|NORTHWEST BIOTHERAPEUTICS, INC.|
|By:||/s/ Leslie J. Goldman|
|Name: Leslie J. Goldman|
|Title: Senior Vice President|
4800 Montgomery Lane
Bethesda, MD 20814
t (240) 497-9024
f (240) 627-4121
NW Bio Announces Regulation D Offering for Accredited Investors
Financing Responds to Shareholder Requests
Following Recent Series A Preferred Stock Financing
BETHESDA, Md., December 19, 2017 - Northwest Biotherapeutics (OTCQB: NWBO) -- (NW Bio), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, today announced that it is commencing a general solicitation Regulation D offering to accredited investors. The Offering will remain open for execution of subscription agreements until 5:30 pm EST on Wednesday, December 27, 2017, and the closing is expected to take place on Friday, December 29, 2017.
This Offering responds to repeated shareholder requests for an opportunity to participate in the Company’s financings on similar terms as the institutional investors and others in those financings. The Company has again been receiving such requests following the recent Series A Preferred Stock financing. The new offering is expected to involve both existing and new investors, targeting those who did not have the opportunity to participate in earlier rounds, with emphasis on long-term holders. The money raised in the new round will further strengthen the Company’s balance sheet going into the new year.
This Offering will be in the form of Series B Preferred Stock convertible into the Company’s common stock, and warrants exercisable for common stock. The terms of the Series B Preferred Stock will be substantially similar to the Series A Preferred Stock and Warrants, except for the offering price per share and warrant exercise price, which have been adjusted to reflect current market conditions, and except that the Series B Preferred Stock will be unregistered, as is required for a Regulation D offering involving general solicitation pursuant to Rule 506(c) under the Securities Act of 1933, as amended (the “Securities Act”).
Each share of Series B Preferred Stock will be convertible into 10 shares of common stock (when common shares are available), as the Series A Preferred Stock also is. The Series B shares will be priced at $2.30 per share, converting to common stock at $0.23 per share.
The purchasers of Series B Preferred will also receive warrants for a number of common shares equal to the number of Series B conversion shares. Similarly, the purchasers of Series A Preferred received warrants for a number of common shares equal to the number of Series A conversion shares. The Series B related warrants will be exercisable at $0.30 per share. The Series B related warrants will have an exercise period of 2 years from the date they become exercisable, the same as the Series A related warrants.
The Series B Preferred will not be registered under the Securities Act and can only be purchased in the Offering by persons who qualify as “accredited investors” under Regulation D. The Series B Preferred may become tradable after 6 months under Rule 144. Although the Series A Preferred was registered under the Securities Act, it, like the Series B Preferred, is subject to certain other restrictions on transfer and conversion, as a result of which the Series A Preferred cannot be transferred until after a shareholder vote takes place to increase the Company’s authorized shares or after 6 months following issuance and may not be converted into common stock unless the Company has sufficient authorized and available shares of common stock to satisfy the conversion.
The Series B Preferred will carry no dividends, the same as the Series A Preferred, and will have a liquidation preference similar to the Series A Preferred, under which the holder may receive either the return of the applicable price paid per share or the amount that the holder would have received if they had converted to common stock immediately prior to the liquidation event.
The Series B Preferred will be subject to the same voting agreement as the Series A Preferred, under which the holders will agree to vote in support of an increase in the authorized shares of the Company.
The minimum subscription amount for the Series B Preferred will be $10,000. There is no minimum aggregate amount for this Offering. The maximum aggregate amount of this Offering is anticipated to be approximately 5.5 million shares of Series B Preferred. However, the Company reserves the right to sell more or less shares in the Offering or otherwise. In addition, the Company reserves the right to cancel or modify this Offering at any time, to reject subscriptions for Series B Preferred in whole or in part (due to questions about accredited investor status or otherwise), and/or to waive conditions to the purchase of the Series B Preferred. Subscription payments will be collected and held by an Escrow Agent until the closing. In the event that a subscription is rejected, the subscription payment will be promptly returned by the Escrow Agent.
An Information Agent (Okapi Partners LLC) will be available to provide information about this Offering. To reach Okapi, banks and brokerage firms, please call (212) 297-0720, stockholders and all others please call (877) 566-1922, or email Okapi at NWBOoffer@okapipartners.com, to receive a Confidential Offering Memorandum, Subscription Agreement, and the forms of the Warrant, Voting Agreement and Certificate of Designations for the Series B Preferred, and other relevant documents, as well as administrative and procedural information relating to the requirements for validation of “accredited investor” status. Okapi will have a phone bank of informed professionals ready to walk you through the process and answer questions about it.
Our Subscription Agent, Computershare Trust Company, N.A. (“Computershare”), will be available to receive executed subscription agreements, documents validating an investor’s “accredited investor” status and other transaction documents. The Subscription Agent will also receive and hold all of the investor payments prior to the closing. You may contact Computershare by phone at 800-546-5141.
About Northwest Biotherapeutics
Northwest Biotherapeutics is a biotechnology company focused on developing personalized immunotherapy products designed to treat cancers more effectively than current treatments, without toxicities of the kind associated with chemotherapies, and on a cost-effective basis, in both the North America and Europe. The Company has a broad platform technology for DCVax® dendritic cell-based vaccines. The Company’s lead program is a 331-patient Phase III trial in newly diagnosed Glioblastoma multiforme (GBM). GBM is the most aggressive and lethal form of brain cancer, and is an “orphan disease.” The Company is also pursuing a Phase I/II trial with DCVax-Direct for all types of inoperable solid tumor cancers. It has completed the 40-patient Phase I portion of the trial, and is preparing for the Phase II portion. The Company previously conducted a Phase I/II trial with DCVax-L for metastatic ovarian cancer together with the University of Pennsylvania.
The Series B Preferred Stock and Warrants will be offered only to “accredited investors” in reliance on the exemption from registration set forth in Rule 506(c) under the Securities Act. The Series B Preferred Stock and Warrants, and the common stock into which the Series B Preferred Stock will be convertible and with respect to which the Warrants will be exercisable, have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Series B Preferred Stock in any jurisdiction in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Statements made in this news release that are not historical facts, including statements concerning future treatment of patients using DCVax and future clinical trials, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” “design,” “plan,” “continue,” “may,” “will,” “anticipate,” and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as risks related to the Company’s ability to enroll patients in its clinical trials and complete the trials on a timely basis, uncertainties about the clinical trials process, uncertainties about the timely performance of third parties, risks related to whether the Company’s products will demonstrate safety and efficacy, risks related to the Company’s ongoing ability to raise additional capital, and other risks included in the Company’s Securities and Exchange Commission (“SEC”) filings. Additional information on the foregoing risk factors and other factors, including Risk Factors, which could affect the Company’s results, is included in its SEC filings. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. You should not place undue reliance on any forward-looking statements. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.