NorthWest Biotherapeutics Inc (NWBO)

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PR About the Lawsuits

New Official PR about Lawsuits

NW Bio Reports Favorable Results and Progress In Resolving Lawsuits
2017-10-25 13:47:03.685 GMT

NW Bio Reports Favorable Results and Progress In Resolving Lawsuits

3 Cases Substantially Completed, 4th Case Pending Completion,

No Monetary Damages Contemplated

PR Newswire

BETHESDA, Md., Oct. 25, 2017

BETHESDA, Md., Oct. 25, 2017 /PRNewswire/ -- Northwest Biotherapeutics, Inc.
(OTCQB: NWBO) ("NW Bio"), a U.S. biotechnology company developing DCVax® personalized immune therapies for operable and inoperable solid tumor cancers, is pleased to report meaningful progress in resolving four lawsuits that were brought against it as reported in the Company's periodic filings.

Northwest Biotherapeutics Logo. (PRNewsFoto/Northwest Biotherapeutics, Inc.)

All four of the lawsuits have been or are being resolved without any negative findings against the Company or its management, despite allegations of misconduct and misrepresentation, and resolved without any monetary damages. One of the cases was dismissed outright, in its entirety, by the court. Two further cases were settled after NW Bio announced the Nasdaq remediation plan on September 6, 2016 and agreed to take certain future actions to enhance its corporate governance practices. The fourth case is in the process of being settled on similar terms, with a settlement agreement having been entered into and currently under review by a court.

From the outset, the Company has disputed the allegations made in the cases, and expressed an intention to vigorously defend the cases. The cases are summarized below.

Lerner v. Northwest Biotherapeutics, Inc.

Lerner v. Northwest Biotherapeutics, Inc. was filed on August 26, 2015, as a class action securities fraud lawsuit against NW Bio and its CEO in the U.S.
District Court for the District of Maryland making a variety of claims about purportedly false reporting about the results of the DCVax-Direct Phase I trial and the DCVax-L Phase III GBM trial, among other things. On March 21, 2017, the court granted NW Bio's motion to dismiss the Complaint in its entirety, with an extensive opinion that included the following conclusion: "Upon review of the pleadings, arguments, and relevant case law, the Court finds that Plaintiffs have failed to establish an actionable misrepresentation or omission."

Every claim was dismissed. On April 12, 2017, the lead plaintiffs submitted a letter to the court advising it that they were not going to file an amended complaint, and the deadline for filing an appeal has now expired. This action is over.

Tharp, et al. v. Cognate, et al.

Tharp, et al. v. Cognate, et al. was filed on June 19, 2015, in the Delaware Court of Chancery challenging transactions between NW Bio and Cognate and the Toucan entities. This was a class action and derivative lawsuit purportedly on behalf of the Company and its shareholders naming Cognate, various Toucan entities, and NW Bio's Board of Directors as defendants and seeking disgorgement of purportedly improper benefits and an unspecified amount of damages, among other relief. After extensive litigation and negotiations, and the Nasdaq remediation plan announced by NW Bio on September 6, 2016, a settlement was reached with mutual releases of any liability, and NW Bio's agreement to adopt several expanded corporate governance practices and policies, and no payment of monetary settlement consideration.

This settlement was approved by the court on October 17, 2017 and this case is over.

Yonemura v. Powers, et al.

Yonemura v. Powers, et al. was filed on November 19, 2015, in Maryland federal court as yet another derivative action very similar to the Tharp case described above. The Yonemura plaintiff joined in the settlement with Tharp and committed to release all of her claims as well.

As a result, the plaintiff has agreed to dismiss the Yonemura case in the near future.

Wells v. Powers, et al.

Wells v. Powers, et al. was filed on November 28, 2016, in the Circuit Court for Montgomery County Maryland. The allegations in this case copy the derivative claims filed by the plaintiffs in Tharp and Yonemura, and tack on additional derivative claims that appear to echo the now-dismissed allegations in the Lerner case. The parties have reached a settlement similar to Tharp and Yonemura, with mutual releases, the Company agreeing to adopt several expanded corporate governance practices and policies, and no payment of monetary settlement consideration.

On October 12, 2017, the plaintiff submitted the settlement to the Court for preliminary approval. The parties are now awaiting the decision on the preliminary approval motion.

Conclusion

Company CEO Linda Powers stated "lawsuits like these can be a distraction from the important work of companies like ours. In my opinion, disposing of these cases is an important step forward in our vindication from the relentless and false campaign to discredit our science, our operations and our ethics, and hopefully helps remove what have been delaying obstacles in our path forward. These resolutions come with no further price tag to shareholders, allowing us to focus our resources on the Company's mission of providing our promising vaccines to as many solid tumor cancer patients as possible, at the earliest time possible."