NorthWest Biotherapeutics Inc (NWBO)

[Dan88]

Less dilution than I thought which is gooood

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=12462747

Item 1.01 Entry into a Material Definitive Agreement.



The discussion in Item 3.02 of this Current Report on Form 8-K is hereby incorporated by reference in this Item 1.01.



Item 3.02 Unregistered Sales of Equity Securities.



Regulation D Offering



On December 29, 2017, Northwest Biotherapeutics, Inc. (the “Company”) entered into Subscription Agreements (the “Subscription Agreements”) with certain unaffiliated investors. Pursuant to the Subscription Agreements, the Company sold to unaffiliated investors (the “Series B Offering”) an aggregate of 381,079 shares of Series B Preferred Stock, par value $0.001 per share, at a purchase price of $2.30 per share, and issued two-year Class D-2 Warrants (the “Class D-2 Warrants”) to purchase up to an aggregate of 3,810,790 shares of common stock, par value $0.001 per share, at an exercise price of $0.30 per share.



The Series B Preferred Stock will be convertible into common stock, but only when common stock is available or after 6 months following issuance. When sufficient shares of common stock are available for issuance upon conversion, each share of Series B Preferred Stock will be convertible at the option of the holder, at any time, into a total of 10 shares of common stock, par value $0.001 per share, for a total of 3,810,790 shares of common stock (the equivalent of a conversion price of $0.23 per share of common stock). Shares of the Series B Preferred Stock will only receive dividends if the common stock receives dividends, and such dividends would be in the same amount, on an as-converted basis. In case of a liquidation event, if the Series B Preferred Stock is still outstanding at that time, each holder will, with respect to each Series B Preferred share owned by such holder, be entitled to a liquidation preference of either the amount paid for the Series B Preferred share or the amount that the holder of such Series B Preferred share would have received if it had converted such share to common stock immediately prior to the liquidation event.



The Class D-2 Warrants are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise.



In connection with the Series B Offering, the Company entered into voting agreements with certain investors, in substantially the form filed as Exhibit 10.2 hereto and incorporated herein by reference.



The Series B Preferred Stock and Class D-2 Warrants described in this Item 3.02 were offered and sold in reliance upon exemptions from registration pursuant to Rule 506(c) of Regulation D promulgated under Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”). Each of the offerings was made to an “accredited investor” (as defined by Rule 501 under the Securities Act).



The foregoing is only a summary of the material terms of the documents related to the Series B Offering. The foregoing description of the Series B Preferred Stock is qualified in its entirety by reference to the full text of the Certificate of Designations of Series B Preferred Stock which is filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description of the Class D-2 Warrants is qualified in its entirety by reference to the Form of Class D-2 Common Stock Purchase Warrant which is filed as Exhibits 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the Form of Subscription Agreement which is filed as Exhibit 10.3 to this Current Report on Form 8-K which is incorporated herein by reference.