Filing Details

Accession Number:
0001144204-14-075195
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2014-12-22 06:03:24
Reporting Period:
2013-12-01
Filing Date:
2014-12-22
Accepted Time:
2014-12-22 06:03:24
Original Submission Date:
2014-12-19
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1072379 Northwest Biotherapeutics Inc NWBO Pharmaceutical Preparations (2834) 943306718
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1289624 F Linda Powers 4800 Montgomery Lane, Suite 800
Bethesda MD 20814
Chairperson, Ceo Yes Yes Yes No
1289627 Toucan General Ii, Llc 4800 Montgomery Lane, Suite 800
Bethesda MD 20814
No No Yes No
1289628 Jr. F Robert Hemphill 4800 Montgomery Lane, Suite 800
Bethesda MD 20814
No No Yes No
1344441 Toucan Partners, Llc 4800 Montgomery Lane, Suite 800
Bethesda MD 20814
No No Yes No
1626842 Toucan Capital Fund Iii, L.p. 4800 Montgomery Lane, Suite 800
Bethesda MD 20814
No No Yes No
1626920 Cognate Bioservices, Inc. 7513 Connelley Drive
Hanover MD 21076
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock, Par Value $0.001 Per Share ("Common Stock") Acquisiton 2013-12-01 277,199 $0.00 10,043,749 No 4 P Direct
Common Stock Acquisiton 2013-12-31 1,330,057 $0.00 11,373,806 No 4 J Direct
Common Stock Acquisiton 2014-01-01 238,248 $0.00 11,612,054 No 4 P Direct
Common Stock Acquisiton 2014-01-17 5,101,366 $0.00 16,713,420 No 4 P Direct
Common Stock Disposition 2014-01-31 233,344 $3.21 16,480,076 No 4 S Direct
Common Stock Acquisiton 2014-02-01 500,000 $0.00 16,980,076 No 4 P Direct
Common Stock Acquisiton 2014-02-01 287,055 $0.00 17,267,131 No 4 P Direct
Common Stock Disposition 2014-02-04 233,344 $3.21 17,033,787 No 4 S Direct
Common Stock Disposition 2014-02-07 132,540 $3.09 16,901,247 No 4 S Direct
Common Stock Disposition 2014-02-08 79,630 $3.09 16,821,617 No 4 S Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 J Direct
No 4 P Direct
No 4 P Direct
No 4 S Direct
No 4 P Direct
No 4 P Direct
No 4 S Direct
No 4 S Direct
No 4 S Direct
Reported Derivative Transactions
Sec. Name Sec. Type Acquisiton - Disposition Date Amount Price Amount - 2 Price - 2
Common Stock Warrants Acquisiton 2013-12-01 138,600 $0.00 138,600 $4.00
Common Stock Warrants Acquisiton 2013-12-31 665,029 $0.00 665,029 $4.00
Common Stock Warrants Acquisiton 2014-01-01 119,124 $0.00 119,124 $4.00
Common Stock Warrants Acquisiton 2014-01-17 2,434,012 $0.00 2,434,012 $4.00
Common Stock Warrants Acquisiton 2014-01-17 2,817,329 $0.00 2,817,329 $3.20
Common Stock Warrants Acquisiton 2014-01-17 374,670 $0.00 374,670 $3.20
Common Stock Warrants Acquisiton 2014-01-17 1,451,036 $0.00 1,451,036 $3.20
Common Stock Warrants Acquisiton 2014-01-17 111,521 $0.00 111,521 $4.00
Common Stock Warrants Acquisiton 2014-01-17 128,719 $0.00 128,719 $4.00
Common Stock Warrants Acquisiton 2014-01-17 138,600 $0.00 138,600 $4.00
Common Stock Warrants Acquisiton 2014-01-17 665,029 $0.00 665,029 $4.00
Common Stock Warrants Acquisiton 2014-01-17 2,817,329 $0.00 2,817,329 $3.20
Common Stock Warrants Acquisiton 2014-01-17 374,670 $0.00 374,670 $3.20
Common Stock Warrants Acquisiton 2014-01-17 1,451,036 $0.00 1,451,036 $3.20
Common Stock Warrants Acquisiton 2014-01-17 111,521 $0.00 111,521 $4.00
Common Stock Warrants Acquisiton 2014-01-17 128,719 $0.00 128,719 $4.00
Common Stock Warrants Acquisiton 2014-01-17 138,600 $0.00 138,600 $4.00
Common Stock Warrants Acquisiton 2014-01-17 665,029 $0.00 665,029 $4.00
Common Stock Warrants Acquisiton 2014-02-28 143,528 $0.00 143,528 $4.00
Remaning Holdings Exercise Date Expiration Date Equity Swap Involved Transaction Form Type Transaction Code Nature of Ownership
138,600 2013-12-31 2018-12-31 No 4 P Direct
665,029 2013-12-31 2018-12-31 No 4 J Direct
126,624 2014-01-31 2019-01-31 No 4 P Direct
2,434,012 2014-01-17 2019-01-17 No 4 P Direct
2,817,329 2012-10-16 2017-10-16 No 4 J Direct
374,670 2014-11-30 2017-11-30 No 4 J Direct
1,451,036 2015-07-31 2018-07-31 No 4 J Direct
111,521 2015-10-31 2018-10-31 No 4 J Direct
128,719 2015-11-29 2018-11-29 No 4 J Direct
138,600 2015-12-31 2018-12-31 No 4 J Direct
665,029 2015-12-31 2018-12-31 No 4 J Direct
2,817,329 2014-01-17 2020-10-16 No 4 P Direct
374,670 2014-01-17 2020-11-30 No 4 P Direct
1,451,036 2014-01-17 2021-07-31 No 4 P Direct
111,521 2014-01-17 2021-10-31 No 4 P Direct
128,719 2014-01-17 2021-11-29 No 4 P Direct
138,600 2014-01-17 2021-12-31 No 4 P Direct
665,029 2014-01-17 2021-12-31 No 4 P Direct
143,528 2014-02-28 2019-02-28 No 4 P Direct
Footnotes
  1. The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock ("Common Shares") of Northwest Biotherapeutics, Inc. (the "Company") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose. Toucan General II, LLC ("Toucan GP") is the general partner of Toucan Capital Fund III, L.P. ("Toucan Capital" or "Fund III").
  2. By Cognate Bioservices, Inc. ("Cognate").
  3. On December 1, 2013, Cognate agreed to convert $1,108,797.24 of the Company's outstanding accounts payable owed to Cognate in exchange for 277,199 Common Shares and warrants to purchase 138,600 Common Shares at an initial exercise price of $4.00.
  4. On December 31, 2013, Cognate agreed to convert an aggregate of $5,320,228 of the Company's outstanding accounts payable owed to Cognate from past periods totaling more than half a year in exchange for 1,330,057 Common Shares and warrants to purchase 665,029 Common Shares at an initial exercise price of $4.00.
  5. On January 1, 2014, the Company became obligated to convert $1,012,992.36 of the Company's outstanding accounts payable owed to Cognate in exchange for 238,248 Common Shares and warrants to purchase 119,124 Common Shares at an initial exercise price of $4.00.
  6. On January 17, 2014, in connection with certain agreements with Cognate, the Company issued one-time initiation payments of an aggregate of 5,101,366 Common Shares and warrants to purchase 2,434,012 Common Shares at an initial exercise price of $4.00. Also on such date, the Company agreed to extend the exercise period of all current and past warrants held by Cognate for three years from their existing expiration date.
  7. Cognate previously entered into a $1.5 million convertible debt financing with unrelated third party investors, secured by Cognate assets, and provided the proceeds of the financings for Northwest Biotherapeutics' programs. The debt was convertible, at the investors' election, into Common Shares owned by Cognate. The third party investors elected to convert the debt and receive repayment in Common Shares rather than in cash and therefore, on each of January 31, 2014 and February 4, 2014, Cognate distributed 233,344 Common Shares to a third party to settle the debt.
  8. On February 1, 2014, the Company became obligated to issue Cognate 500,000 Common Shares as payment for certain milestones.
  9. On February 1, 2014, the Company became obligated to convert $1,148,220.36 of the Company's outstanding accounts payable owed to Cognate in exchange for 287,055 Common Shares and warrants to purchase 143,528 Common Shares at an initial exercise price of $4.00.
  10. On February 7, 2014, Cognate awarded 132,540 Common Shares to one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation and on February 8, 2014, Cognate awarded 79,630 Common Shares to another one of its managers, as an Equity Award, vesting over time, as part of the manager's compensation.