SEC Form 4 · accession 0001144204-18-014763
NORTHWEST BIOTHERAPEUTICS INC · NWBO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda F Powers
Officer — President and CEO · Director
Period of report
Mar 12, 2018
Accepted (ET)
Mar 14, 2018 · 9:04 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001072379
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible NoteF1 | — | Mar 14, 2018 | A | — | A | Mar 14, 2018 | — | Series B Preferred Stock | 1,739,130 | — | D |
| Convertible NoteF1 | — | Mar 14, 2018 | A | — | A | Mar 14, 2018 | — | Class D-2 Warrants | 8,695,652 | — | D |
| Class D-2 WarrantsF1 | $0.30 | Mar 14, 2018 | A | 8,695,652 | A | Mar 14, 2018 | — | Common Stock | 8,695,652 | 8,695,652 | D |
| Series A Preferred StockF4,F3 | $0.00 | Mar 12, 2018 | J | 2,941,176 | A | — | — | Common Stock | 29,411,760 | 2,941,176 | D |
| Class D-1 WarrantsF4,F3 | $0.22 | Mar 12, 2018 | J | 29,411,760 | A | — | — | Common Stock | 29,411,760 | 29,411,760 | D |
Explanation of responses
- F1The reporting person made a new loan of $4 million to the Company in the form of a note convertible into Series B Preferred Stock and Class D-2 Warrants. Approximately half of the Class D-2 Warrants are due and issuable when the loan is provided, and approximately half are due on a proportional basis in the event of conversion of some or all of the Note. 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). The conversion price is $2.30 for one share of Series B Preferred Stock and 5 Class D-2 Warrants. Each share of Series B Preferred Stock is convertible into 10 shares of common stock when such 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.
- F2The reported transactions are exempt from Section 16(b) of the Exchange Act because the securities were received by the reporting person as payment of $5 million of debt previously contracted and owed by a third party to the reporting person (which was part of a larger debt previously contracted by the third party to the reporting person which was unpaid) as the third party was unable to make any repayment in cash.
- F3Convertible and exercisable when the Company has sufficient shares of common stock authorized and available. The Class D-1 Warrants are not currently exercisable and will expire two years after they become exercisable.
- F4A $5 million portion of a larger pre-existing debt owed by a third party to the reporting person was paid by assignment of this Series A Preferred Stock and Class D-1 Warrants to the reporting person as the third party was unable to make any repayment in cash.