UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): May 1, 2018

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter) 

4800 Montgomery Lane, Suite 800

Bethesda, Maryland 20814

(Address of Principal Executive Offices)

(240) 497-9024

(Registrant’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Note Issued for Loan Made By Adar Bays, LLC

On May 1, 2018, Northwest Biotherapeutics, Inc. (the “Company”) issued a promissory note (the “Note”) to Adar Bays, LLC (the “Holder”) in an initial principal amount of $1,388,888.89. The Note matures on August 25, 2018 and the purchase price reflected a 10% original issue discount. Interest on the Note accrues at a rate of 6% per annum, commencing on May 1, 2018, which interest will be payable through conversions into the Company’s common stock upon notice from the Holder. Upon the occurrence of an event of default as defined in the Note, the Holder may elect to convert all or part of the principal of the Note into common stock of the Company.

The Note contains customary default provisions, including provisions for potential acceleration of the Note and default interest.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03.

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Note described in this Item 3.02 was sold pursuant to an exemption from registration pursuant to Sections 3(b) and 4(a)(2) of the Securities Act, and any issuances upon conversion of the Note will be issued pursuant to the exemption afforded by Section 3(a)(9) of the Securities Act.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.