On March 14, 2018, Northwest Biotherapeutics, Inc. (the “Company”) and its Chief Executive Officer, Linda F. Powers, entered into a note and loan agreement for a loan of $4.0 million by Ms. Powers to the Company. The Note is convertible into Series B Preferred Stock at $2.30 for one share of Series B Preferred Stock and ten Class D-2 Warrants (the “Note”), with the Class D-2 Warrants on 50% of the principal due and issuable when the loan was provided, and Class D-2 Warrants on the other 50% of the principal and on all of the accrued interest due on a proportional basis in the event of conversion of some or all of the Note. Accordingly, the Company is issuing 8,695,652 Class D-2 Warrants to Ms. Powers now. The Note bears interest at a rate of 10% per annum, and is repayable upon 15 days' notice from the holder (and no later than five years from the date of the Note). Each share of Series B Preferred Stock is convertible into 10 shares of common stock when shares of common stock are authorized and available. The Class D-2 Warrants are not currently exercisable, will expire five years after they become exercisable and have an exercise price of $0.30.
On March 19, 2018, the Company and Ms. Powers entered into an additional note and loan agreement for an additional loan of $400,000 by Ms. Powers to the Company. This additional note is convertible into Series B Preferred Stock and Class D-2 Warrants on the same terms as the Note issued on March 14, 2018.
The convertible notes were issued pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”
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