NorthWest Biotherapeutics Inc (NWBO)

[GoodGuyBill]

8K link and details:

https://www.sec.gov/Archives/edgar/data/1072379/000114420417030281/0001144204-17-030281-index.htm

As previously reported by Northwest Biotherapeutics, Inc. (the “Company”), on March 9, 2017, the Company and the holders (the “Holders”) of the Company’s 5.00% Convertible Senior Notes due 2017 (the “Old Notes”) entered into a Note Repurchase Agreement (the “Repurchase Agreement”). Pursuant to the Repurchase Agreement, the Company was required to repurchase the outstanding Notes in installments of specified amounts at specified times, including in May. Certain unaffiliated institutional investors (the “Investors”) desired to purchase Notes directly from the Holders. So, the Company engaged in negotiations with the investors and the Holders, and the Company did not effect the repurchase that was due in May.

Pursuant to the Note Repurchase Agreement, an aggregate principal amount of $2.5 million was required to be repurchased in May (the “May Notes”). On May 31, 2017, the Investors agreed to purchase $3.0 million of the Old Notes from the Holders (the “Acquired Notes”), pursuant to a Purchase Agreement (the “Purchase Agreement”).

Also on May 31, 2017, the Company and the Investor entered into an Exchange Agreement (the “Exchange Agreement”) pursuant to which the Investor agreed to exchange its $3.0 million of Acquired Notes for 20,628,571 shares of common stock, par value $.001 per share (“Common Stock”), of the Company, warrants to acquire up to 16,071,428 shares of Common Stock at an exercise price of $0.175 per share and exercisable for two years from the date of issuance of such warrants, and prepaid warrants for 800,000 shares of Common Stock (such Common Stock and warrants, collectively, the “Exchange Securities”).

The closing of the transactions set forth in the Exchange Agreement and Purchase Agreement is expected to occur on May 31, 2017 or as soon as practicable thereafter.

The Exchange Securities are being issued pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended.

A copy of the Exchange Agreement is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.