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): June 12, 2018

 

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware 

(State or other jurisdiction 

of incorporation) 

0-35737 

(Commission 

File Number) 

94-3306718 

(IRS Employer 

Identification No.) 

 

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):

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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. ¨

 

 

 

 

Item 2.03.Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

Promissory Note Issued for Loan Made By Iliad Research and Trading, L.P.

 

On June 12, 2018, Northwest Biotherapeutics, Inc. (the “Company”) entered into a Note Purchase Agreement with Iliad Research and Trading, L.P. (the “Agreement”). Pursuant to the terms of the Agreement, the Company issued a promissory note (the “Note”) to Iliad Research and Trading, L.P. (the “Holder”) in an initial principal amount of $2,880,000.00. The Note matures eighteen months from the date of issuance on November 12, 2019 and the purchase price reflected an original issue discount of $375,000.00. Interest on the Note accrues at a rate of 8% per annum, commencing on June 12, 2018.

 

Upon the occurrence of an event of default as defined in the Note, interest will accrue on the outstanding balance of the Note at the lesser of the rate of 15% per annum or the maximum rate permitted by applicable law.

 

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

 

 

 

 

 

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.

 

  NORTHWEST BIOTHERAPEUTICS, INC.
     
     
Date:  June 18, 2018 By: /s/ Linda Powers                            
  Name: Linda Powers
  Title: Chief Executive Officer and Chairman