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.
Certificate of Elimination of Series A Preferred Stock and Series B Preferred Stock
On July 20, 2022, Northwest Biotherapeutics, Inc. (the “Company”) filed a Certificate of Elimination with the Secretary of State of the State of Delaware with respect to the Company’s Series A Preferred Stock and Series B Preferred Stock pursuant to which both series were eliminated and returned to the status of authorized and unissued preferred shares of the Company, as there are no Series A or Series B Preferred shares outstanding. The full text of the Certificate of Elimination is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Certificate of Designations of Series C Preferred Stock
Also on July 20, 2022, the Company filed the Certificate of Designations for Series C Preferred Stock (the “Series C Certificate of Designations”) with the Secretary of State of the State of Delaware, setting forth the terms of the Series C Preferred Stock. The Series C Certificate of Designations, effective as of July 20, 2022, was created out of the authorized and unissued shares of preferred stock of the Company the Series C Preferred Stock, provides for ten million shares, par value $0.001 per share, and establishes the rights, preferences and privileges of the Series C. A copy of the Series C Certificate of Designations is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference. The foregoing does not purport to be a complete description of the Series C Certificate of Designations and is qualified in its entirety by reference to the full text of the Series C Certificate of Designations.
Item 9.01. Financial Statements and Exhibits.
