Northwest Biotherapeutics Announces Agreement to Acquire Advent BioServices Ltd.

Rhea-AI Summary

Northwest Biotherapeutics (OTCQB:NWBO), a biotechnology company developing DCVax® immunotherapies, has announced an agreement to acquire Advent BioServices Ltd. from Toucan Holdings LLC. The acquisition will make Advent a wholly-owned subsidiary, enabling fully integrated operations and enhanced scale-up potential.

Key transaction details include: recovery of 19 million NWBio securities previously issued to Advent, acquisition of fixed assets including cryostorage equipment, and consideration payments over two years including £1.4 million plus net accounts payable. The deal aims to consolidate operations at London and Sawston GMP facilities, focusing on manufacturing ramp-up following completion of product development work for the MAA and DCVax®-Direct program.

Positive

• Integration of manufacturing and product development operations in-house for improved operational control
• Recovery of 19 million NWBio securities (13.5M shares and 5.5M options)
• Acquisition includes valuable fixed assets and cryostorage equipment
• Expected cost savings and operational synergies through consolidation
• Potential for substantial manufacturing scale-up capacity

Negative

• Additional financial obligations with £1.4 million payment plus net accounts payable
• Integration risks during consolidation of two facilities
• Execution risk in coordinating operations under single management

BETHESDA, Md., Aug. 27, 2025 /PRNewswire/ -- Northwest Biotherapeutics, Inc. (OTCQB:NWBO) (the "Company" or "NWBio"), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, announced that it has entered into an agreement to acquire Advent BioServices Ltd. from its owner, Toucan Holdings LLC. The transaction is expected to close as soon as certain legal conditions are fulfilled. At closing, Advent will become a wholly owned subsidiary of the Company, and this is expected to enable the Company's operations to become fully integrated. The acquisition is also expected to enhance the Company's positioning for scale-up of operations, and yield important synergies and cost savings.   

As part of the acquisition, the Company will receive all of Advent's fixed assets, including extensive cryostorage and other equipment purchased by Advent over the last several years. In addition, 19 million NWBio securities that were previously issued to Advent as payment for contract services will revert back to the Company (13.5 million shares and 5.5 million options). Certain intellectual property and other intangibles that Advent has acquired will also transfer to the Company.

As reported in the Company's recent Form 10-Q, the Company and Advent have been doing strategic planning for some time to consolidate the operations of the London GMP facility and the Sawston GMP facility. The parties have also been planning for increased focus on ramp-up of manufacturing in Sawston, now that years of intensive product and process development work have been completed by Advent for the Marketing Authorization Application (MAA) and the DCVax®-Direct program. Joining the two companies is expected to facilitate implementation of these plans.

The consideration for the acquisition will be paid in installments over two years, beginning 90 days after the acquisition agreement, with potential acceleration after regulatory approval of the Company's DCVax®-L product. The consideration will include a payment of £1.4 million, and payment of the net amount of accounts payable ("Net AP") due from the Company to Advent as of the date of the acquisition agreement for services already performed by Advent under the existing service contracts and Statements of Work (SOWs) that have been reported in the Company's public filings. The Net AP payable by the Company will be the outstanding accounts payable on the agreement date reduced by certain adjustments between the parties.

"This is an exciting day for the Company, entering into an agreement to bring its manufacturing and product development operations in-house," commented Linda Powers, the Company's CEO. "We believe this is an opportune time to join forces under one roof, integrating our teams, streamlining our processes, increasing our efficiency and preparing for potential substantial scale-up of our capacity."

About Northwest Biotherapeutics

Northwest Biotherapeutics is a biotechnology company focused on developing personalized immunotherapy products that are designed to treat cancers more effectively than current treatments, without toxicities of the kind associated with chemotherapies, and on a cost-effective basis.  The Company has a broad platform technology for DCVax^® dendritic cell-based vaccines. The Company's lead program involves DCVax^®-L treatment for glioblastoma (GBM).  GBM is the most aggressive and lethal form of primary brain cancer, and is an "orphan disease."  The Company has completed a 331-patient Phase III trial of DCVax-L for GBM, presented the results in scientific meetings, published the results in JAMA Oncology and submitted a MAA for commercial approval in the UK.  The MAA is currently undergoing review.  The Company has also developed DCVax^®-Direct for inoperable solid tumor cancers.  It has completed a 40-patient Phase I trial and plans to pursue Phase II trials this year. The Company previously conducted a Phase I/II trial with DCVax-L for advanced ovarian cancer together with the University of Pennsylvania.

Disclaimer

Statements made in this news release that are not historical facts, including statements concerning plans for DCVax^® are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "design," "plan," "continue," "may," "will," "anticipate," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Actual results may differ materially from those projected in any forward-looking statement. Readers should not rely upon forward-looking statements. There are a number of important factors that could cause actual results to differ materially from those anticipated, including, without limitation, risks related to delays or uncertainties in regulatory processes and decisions, risks related to the Company's ability to achieve timely performance of third parties, risks related to whether the Company's products will be viewed as demonstrating safety and efficacy, risks related to the Company's ongoing ability to raise additional capital, and other risks included in the Company's Securities and Exchange Commission ("SEC") filings. Additional information on the foregoing risk factors and other factors, including Risk Factors, which could affect the Company's results, is included in its SEC filings. Finally, there may be other factors not mentioned above or included in the Company's SEC filings that may cause actual plans, results or timelines to differ materially from those projected in any forward-looking statement. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

CONTACTS

Northwest Biotherapeutics

Dave Innes
804-513-6758
dinnes@nwbio.com

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SOURCE Northwest Biotherapeutics, Inc.

FAQ

What is the purpose of NWBO's acquisition of Advent BioServices?

The acquisition aims to bring manufacturing and product development operations in-house, integrate teams, streamline processes, increase efficiency, and prepare for potential substantial scale-up of capacity.

How much is NWBO paying for the Advent BioServices acquisition?

The acquisition includes a £1.4 million payment plus net accounts payable, to be paid in installments over two years, with potential acceleration after regulatory approval of DCVax®-L.

What assets will NWBO receive in the Advent acquisition?

NWBO will receive fixed assets including cryostorage equipment, recovery of 19 million previously issued securities (13.5M shares and 5.5M options), and certain intellectual property and intangibles.

How will the Advent acquisition affect NWBO's operations?

The acquisition will enable fully integrated operations, consolidation of London and Sawston GMP facilities, and enhanced positioning for manufacturing scale-up with expected synergies and cost savings.

When will NWBO complete the Advent BioServices acquisition?

The transaction is expected to close as soon as certain legal conditions are fulfilled, after which Advent will become a wholly owned subsidiary of NWBO.