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Re: seekinganswers post# 795711

Friday, 10/31/2025 7:51:01 AM

Friday, October 31, 2025 7:51:01 AM

Post# of 822356
The October 30, 2025 Form 8-K already fulfilled the SEC’s immediate requirement for disclosure under Item 1.01. It reported that Northwest Biotherapeutics closed the Advent BioServices acquisition, listed Advent as the counterparty, confirmed that Advent became a wholly owned subsidiary, detailed the consideration of £1.4 million plus net accounts payable over two years, and noted that no new shares were issued. It also disclosed that 19 million shares and options previously issued to Advent reverted back to the company. That is the exact purpose of a Form 8-K—to disclose a material definitive agreement within four business days of closing.

The part that’s being claimed as missing actually falls under a different SEC rule, Regulation S-K Item 404, which governs related-party transactions. That rule requires companies to disclose the related person’s identity, relationship, amounts involved, and how the board handled approval, recusal, and fairness review. Those governance details do not appear in the 8-K because they are reported later in the company’s annual report (Form 10-K) or proxy statement (DEF 14A).

NWBO’s fiscal year ends December 31, 2025. The Form 10-K is due about 90 days after year-end, around March 31, 2026. If the company provides the disclosure in its proxy statement instead, that must be filed within 120 days after year-end, around April 30, 2026. Either way, the related-party section under Item 404 will appear by that timeframe, which is the legally required window.

So the 8-K handled the immediate disclosure exactly as required. The governance and conflict-of-interest details follow automatically in the next 10-K or proxy under SEC timing rules. There is nothing omitted or noncompliant in the sequence.
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