NorthWest Biotherapeutics Inc (NWBO)

[hyperopia]

D-2 Warrant expiration: May 2, 2020?

The warrants had a 2-year exercise period, and I believe they became exercisable on May 2, 2018 when the company filed notice that the Company’s certificate of incorporation had been amended to increase the number of authorized shares of common stock. I’m not sure exactly when the company provided written notice though.

Except for the 8,695,652 D-2 Warrants that were issued to Linda Powers in conjunction with her loans to the company in March and April 2018 which had a 5-year exercise period, and expire in May 2023.



Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 2, 2018, the Company filed a Certificate of Amendment of its Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Delaware, which effected an increase in the Company’s authorized shares of common stock, from 450,000,000 to 1,200,000,000, par value $0.001 per share and an increase in the Company’s authorized shares of preferred stock from 40,000,000 to 100,000,000, par value $0.001 per share. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

https://sec.report/Document/0001144204-18-024749/





Date of report (Date of earliest event reported):  December 29, 2017
Exhibit 10.1
 
THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO SUCH SECURITIES UNDER THE ACT OR UNLESS SUCH TRANSACTION IS IN COMPLIANCE WITH APPLICABLE FEDERAL AND STATE SECURITIES LAWS.
 
NORTHWEST BIOTHERAPEUTICS, INC.
 
CLASS D-2 WARRANTS
 
No.  WD2- ____________ , 2017
 
This Certifies That , for value received, ____________________________ or its assigns (the “ Holder ”), is entitled to subscribe for and purchase from Northwest Biotherapeutics, Inc. , a Delaware corporation, with its principal office in Bethesda, Maryland (the “ Company ”), such number of Exercise Shares as provided herein at the Exercise Price as provided herein. This Class D-2 Warrant (the “ Warrant ”) is being issued pursuant to the terms of that certain Subscription Agreement, dated __________, 2017, by and among the Company and Holder (the “ Agreement ”).
 
1.              Definitions . Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement, as applicable. As used herein, the following terms shall have the following respective meanings:
 
(a)           “ 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.
 
(b)           “ Common Stock ” shall mean the common stock of the Company, par value $0.001 per share.
 
(c)           “ Exercisability Date ” shall mean the date the Company provides written notice to the Holder that the Company’s certificate of incorporation has been amended subsequent to the date hereof to increase the number of authorized shares of Common Stock thereunder and that all other necessary corporate action has been taken to authorize and reserve for issuance the Exercise Shares; provided that the Company shall provide such written notice within five Business Days after such amendment has been effected and all other necessary corporate action has been taken.
 
(d)           “ Exercise Period ” shall mean the period commencing on the Exercisability Date and ending two (2) years after the Exercisability Date.
 
(e)           “ Exercise Price ” of this Warrant shall be Thirty Cents ($0.30) per share.
 

https://content.edgar-online.com/ExternalLink/EDGAR/0001144204-18-000828.html?hash=ea58efbb168500a865cc410fdcc0f9a3557928c6bcbecf5dec6cfb36c7516b1d&dest=TV482665_EX3-1_HTM#TV482665_EX10-1_HTM