Northwest Bio SEC Filings

Northwest Biotherapeutics, Inc. is asking stockholders to vote at its December 29, 2025 annual meeting on several key items. Stockholders will elect one Class II director, Pat Sarma, to a three-year term and vote on ratifying Cherry Bekaert LLP as independent auditor for 2025.

A major proposal seeks approval to amend the Certificate of Incorporation to increase authorized common shares from 1.7 billion to 2.6 billion. The company states this is intended to support future capital raising, satisfy existing options, warrants and convertible securities, and potentially provide equity incentives. As of November 14, 2025, there were 1,528,682,082 common shares and 818,142 preferred shares outstanding.

Stockholders will also cast an advisory "say-on-pay" vote on 2024 executive compensation, including total 2024 pay of $1.225 million for CEO Linda Powers and $975,000 for former General Counsel Leslie Goldman. The proxy describes board structure, committee responsibilities, related-party arrangements such as the Advent BioServices contracts ahead of its acquisition, and detailed voting procedures for both record and beneficial holders.

Northwest Biotherapeutics, Inc. is registering 21,739,130 shares of common stock at an offering price of $0.23 per share in connection with a $5,000,000 convertible promissory note financing with YA II PN, Ltd. The company expects net proceeds of approximately $4,750,000 after an original issue discount and expenses. These shares are reserved to repay principal and any accrued amounts on the 12‑month, zero‑interest Note, which carries a 5% original issue discount and is convertible, at the holder’s option, at a small discount to the then‑prevailing market price, subject to monthly conversion limits.

Following this offering, the company estimates it will have 1,562,421,212 shares of common stock outstanding. Net proceeds are earmarked for general corporate purposes, including working capital, capital expenditures such as UK production facilities, research and development, regulatory affairs, clinical trials, and potential technology acquisitions and investments.

Northwest Biotherapeutics, Inc. entered into a $5 million convertible promissory note financing with YA II PN, Ltd. The company plans to use the cash for construction and equipment for its first Grade C manufacturing suite at its Sawston, UK facility, and for ongoing operations. The note has a 12-month term with no payments due until maturity, carries a 5% original issue discount, and does not bear interest.

During the term, the note is convertible at the holder’s option at a small discount to the then prevailing market price. Conversion amounts are generally limited to about one fifth of the $5 million note in any calendar month, unless the conversion price is above $0.29. The agreement includes customary default provisions.

Northwest Biotherapeutics (NWBO) filed its Q3 2025 10‑Q reporting continued losses and tight liquidity. The company posted a net loss of $26.8 million for the quarter and $61.6 million year‑to‑date, on research and other revenue of $200,000 for the quarter. Operating expenses were $14.5 million in Q3, split between R&D $7.5 million and G&A $7.1 million.

Cash and equivalents were $4.56 million at September 30, 2025, after $30.0 million net cash used in operations year‑to‑date. Total liabilities were $125.9 million and stockholders’ deficit was $(108.6) million. The company disclosed substantial doubt about its ability to continue as a going concern. Financing activities included issuing common stock for $17.3 million net cash and converting debt and interest into 107.0 million shares ($27.6 million non‑cash). Convertible notes measured at fair value rose to $50.6 million, and interest expense was $2.6 million in Q3. NWBO agreed to acquire Advent BioServices on August 27, 2025 and closed the deal on October 24, 2025. Shares outstanding were 1,540,682,082 as of November 13, 2025.

Northwest Biotherapeutics (NWBO) entered into a $5,505,000 commercial loan with Streeterville Capital, LLC. The loan has a 22‑month term, bears 8% annual interest, and includes a 10% original issue discount. There are no repayments for the first eight months, with repayments beginning on June 26, 2026.

After repayments begin, the note amortizes over 14 equal monthly installments of principal at 110% of the pro rata amount, plus accrued interest. The company may prepay at its election, subject to a 10% prepayment charge, and the agreement contains customary default and acceleration provisions. Proceeds will support ongoing business operations.

Northwest Biotherapeutics (NWBO) closed its acquisition of Advent BioServices, which is now a wholly owned subsidiary. The deal transfers Advent’s fixed assets, including extensive cryostorage and related equipment, plus intellectual property and other intangibles, to NWBO.

No new shares are being issued. Instead, 19 million previously issued NWBO securities are reverting to the company, comprising 13.5 million shares and 5.5 million options. Cash consideration consists of a payment of £1.4 million and the net amount of accounts payable due to Advent for prior services. Payments will be made in installments over two years, with potential acceleration after regulatory approval of DCVax-L. Installments begin 90 days after the October closing, and the net accounts payable is determined as of the closing date.

Northwest Biotherapeutics (NWBO) reported that it filed a new Form S-3 shelf registration on October 23, 2025 to replace its existing shelf. Shelf registrations expire three years from effectiveness; the company’s current shelf became effective on October 25, 2022 and therefore expires on October 25, 2025. Filing the new shelf before expiration maintains an ongoing effective registration framework.

The company’s common stock trades on the OTCQB under the symbol NWBO.

Northwest Biotherapeutics filed a Form S-3 shelf registration to offer up to $250,000,000 of common stock, preferred stock, depositary shares, warrants, debt securities, share purchase contracts, share purchase units, and units, to be sold from time to time on terms set at each offering. Any specific terms, dealers or underwriters, and expected net proceeds will be detailed in prospectus supplements.

The company states it may use proceeds for general corporate purposes, including working capital, R&D, regulatory and clinical trial expenditures, capital spending, and potential technology acquisitions. NWBO’s common stock trades on the OTCQB under “NWBO”; the last reported sale price was $0.22 on October 20, 2025. As of October 20, 2025, there were 1,528,922,347 shares of common stock issued and outstanding. The public float was $327,321,282 based on 1,487,824,011 non‑affiliate shares at $0.22.