SEC Form 4 · accession 0001144204-15-040971
NORTHWEST BIOTHERAPEUTICS INC · NWBO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cognate Bioservices, Inc.
10% Owner
Period of report
Jun 30, 2015
Accepted (ET)
Jul 2, 2015 · 9:54 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001072379
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.001F1,F2 | Jun 30, 2015 | S | 650,000 | $4.00 | D | 19,578,482 | D | |
| Common Stock, par value $0.001F3,F2 | Jun 30, 2015 | S | 1,118,092 | $4.22 | D | 18,460,390 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Cognate entered into a $3 million convertible debt financing with an unrelated third party investor, secured by Cognate assets. The debt was convertible, at the investors' election, into common shares of Northwest Biotherapeutics restricted stock owned by Cognate. The third party investors elected to convert the debt and receive repayment in Common Shares rather than in cash. Therefore, on June 30, 2015, Cognate transferred 650,000 restricted common shares of Northwest Biotherapeutics, Inc.to this third party to settle the debt..
- F2Does not include 10,432,387 shares of common stock underlying currently exercisable warrants.
- F3Cognate entered into two convertible loans, each in the amount of $2,500,000, to an unrelated third party investor in June and July, 2014, and provided the proceeds of the financings for Northwest Biotherapeutics programs. The debt was secured by shares of Northwest Biotherapeutics owned by Cognate and was convertible, at the investors' election, into Northwest Biotherapeutics, Inc. common shares owned by Cognate at a fixed conversion price. The third party investors elected to take repayment in Common Shares rather than in cash. Therefore, on June 30, 2015, Cognate transferred 1,118,092 Common Shares to settle the debt notes..