NorthWest Biotherapeutics Inc (NWBO)

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DrHigh

So do not see how the Bolded section can happened based on current outstanding share count and fully diluted equation.

Northwest Biotherapeutics Announces $5 Million Convertible Note Financing and Standby Facility for Up to $50 Million Additional Financing
BETHESDA, Md., December 26, 2024 — Northwest Biotherapeutics (OTCQB:NWBO) (the “Company” or “NW Bio”), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, today announced that on December 19, 2024 it entered into a $5 million convertible Promissory Note financing with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”). The term of the Note is 13 months. The Note carries an Original Issue Discount of seven percent but no interest. Repayment of all outstanding amounts is due at maturity; no payments by the Company are due until maturity. The Note includes customary default provisions. During the term of the Note, it is convertible at the option of the holder, at a small discount to the then prevailing market price. The amounts of such conversions are limited to one sixth (1/6) of the overall Note amount in any given calendar month unless the conversion price is above $0.315. The Company plans to use the proceeds for general corporate purposes, including both its lead product and its in-licensed portfolios.

The Company and Yorkville also entered into a standby equity subscription agreement (the “Subscription Agreement”) which the Company may use after the Note is repaid or converted. Under this Subscription Agreement, NW Bio has the option, in its discretion, to require Yorkville to subscribe for up to $50 million of common shares in the Company at any time during the 24-month term of the Subscription Agreement at a small discount to the then prevailing market price, after the Note is repaid or converted. The Company has no obligation to make any such use of this arrangement, and the Company can cancel the arrangement at any time after the Note is repaid or converted. The Company has no current plans to draw upon this standby facility; however, the Company believes it will be useful to have this facility available for special funding needs in connection with certain key potential upcoming milestones.