[10-Q] NORTHWEST BIOTHERAPEUTICS INC Quarterly Earnings Report

Q: What were NWBO’s Q3 2025 results?

NWBO reported a Q3 net loss of $26.8 million on research and other revenue of $200,000 . Operating expenses totaled $14.5 million .

Q: How much cash did NWBO have at quarter‑end?

Cash and cash equivalents were $4.56 million as of September 30, 2025 .

Q: Did NWBO flag a going concern risk?

Yes. The company disclosed substantial doubt about its ability to continue as a going concern.

Q: What financing actions occurred year‑to‑date?

NWBO raised $17.3 million from common stock issuance and converted $27.6 million of debt and interest into 107.0 million shares.

Q: What is the status of NWBO’s debt?

Convertible notes at fair value were $50.6 million at quarter‑end; total liabilities were $125.9 million .

Q: What major transaction did NWBO complete after Q3?

NWBO closed the acquisition of Advent BioServices on October 24, 2025 .

Q: How many NWBO shares are outstanding?

Common shares outstanding were 1,540,682,082 as of November 13, 2025 .

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

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.

Positive

None.

Negative

Going concern: Company disclosed substantial doubt about ability to continue as a going concern.
Low cash vs. burn: Cash $4.56M vs. year‑to‑date operating cash outflow $30.0M.
High liabilities: Total liabilities $125.9M; convertible notes at fair value $50.6M.

Insights

Liquidity is tight; going concern disclosed despite ongoing financings.

NWBO reported Q3 net loss of $26.8M and year‑to‑date loss of $61.6M with operating cash outflow of $30.0M. Cash ended at $4.56M, underscoring limited runway relative to spend.

Leverage and financing complexity increased: convertible notes at fair value reached $50.6M, total liabilities were $125.9M, and stockholders’ deficit was $(108.6)M. The company raised equity cash of $17.3M and converted $27.6M of debt into shares, but interest expense still totaled $2.6M in Q3.

Management disclosed “substantial doubt” about continuing as a going concern. Subsequent acquisition of Advent BioServices closed on October 24, 2025. Future disclosures will clarify integration effects and financing plans.

11/14/2025 - 04:44 PM

http://www.nwbio.com/20250930#ResearchAndOtherRevenueMemberhttp://www.nwbio.com/20250930#ResearchAndOtherRevenueMemberhttp://www.nwbio.com/20250930#ResearchAndOtherRevenueMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMember0001072379--12-312025Q3falsehttp://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMember00000000NORTHWEST BIOTHERAPEUTICS INCNONEhttp://www.nwbio.com/20250930#ResearchAndOtherRevenueMemberhttp://fasb.org/us-gaap/2025#DerivativeGainLossOnDerivativeNetP12Mhttp://fasb.org/us-gaap/2025#RelatedPartyMemberhttp://fasb.org/us-gaap/2025#RelatedPartyMember0.040001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputPriceVolatilityMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputExpectedTermMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputExpectedDividendRateMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputExercisePriceMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputPriceVolatilityMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputExpectedTermMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputExpectedDividendRateMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputExercisePriceMember2025-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2024-12-310001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputPriceVolatilityMember2024-12-310001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputExpectedTermMember2024-12-310001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputExpectedDividendRateMember2024-12-310001072379us-gaap:FairValueInputsLevel3Membernwbo:WarrantLiabilityMemberus-gaap:MeasurementInputExercisePriceMember2024-12-310001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputRiskFreeInterestRateMember2024-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputPriceVolatilityMember2024-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputExpectedTermMember2024-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputExpectedDividendRateMember2024-09-300001072379us-gaap:FairValueInputsLevel3Membernwbo:SharePayableMemberus-gaap:MeasurementInputExercisePriceMember2024-09-300001072379nwbo:SeriesCConvertiblePreferredStockMember2025-09-300001072379nwbo:SeriesCConvertiblePreferredStockMember2025-06-300001072379nwbo:SeriesCConvertiblePreferredStockMember2024-12-310001072379nwbo:SeriesCConvertiblePreferredStockMember2024-09-300001072379nwbo:SeriesCConvertiblePreferredStockMember2024-06-300001072379nwbo:SeriesCConvertiblePreferredStockMember2023-12-310001072379us-gaap:RetainedEarningsMember2025-09-300001072379us-gaap:AdditionalPaidInCapitalMember2025-09-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-09-300001072379nwbo:SubscriptionReceivableMember2025-09-300001072379us-gaap:RetainedEarningsMember2025-06-300001072379us-gaap:AdditionalPaidInCapitalMember2025-06-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-300001072379nwbo:SubscriptionReceivableMember2025-06-3000010723792025-06-300001072379us-gaap:RetainedEarningsMember2024-12-310001072379us-gaap:AdditionalPaidInCapitalMember2024-12-310001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001072379nwbo:SubscriptionReceivableMember2024-12-310001072379us-gaap:RetainedEarningsMember2024-09-300001072379us-gaap:AdditionalPaidInCapitalMember2024-09-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-09-300001072379nwbo:SubscriptionReceivableMember2024-09-300001072379us-gaap:RetainedEarningsMember2024-06-300001072379us-gaap:AdditionalPaidInCapitalMember2024-06-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-300001072379nwbo:SubscriptionReceivableMember2024-06-3000010723792024-06-300001072379us-gaap:RetainedEarningsMember2023-12-310001072379us-gaap:AdditionalPaidInCapitalMember2023-12-310001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001072379nwbo:SubscriptionReceivableMember2023-12-310001072379us-gaap:CommonStockMember2025-09-300001072379us-gaap:CommonStockMember2025-06-300001072379us-gaap:CommonStockMember2024-12-310001072379us-gaap:CommonStockMember2024-09-300001072379us-gaap:CommonStockMember2024-06-300001072379us-gaap:CommonStockMember2023-12-310001072379nwbo:PreModificationMember2025-01-012025-09-300001072379nwbo:PreModificationMemberus-gaap:WarrantMember2025-01-012025-09-300001072379nwbo:PostModificationMemberus-gaap:WarrantMember2025-01-012025-09-300001072379nwbo:PreModificationMemberus-gaap:WarrantMember2025-09-300001072379nwbo:PostModificationMemberus-gaap:WarrantMember2025-09-300001072379srt:MinimumMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-09-300001072379srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2025-09-300001072379srt:MaximumMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-09-300001072379srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2025-09-300001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-09-300001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:LeaseholdImprovementsMember2025-09-300001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:FurnitureAndFixturesMember2025-09-300001072379country:GBus-gaap:LandMember2025-09-300001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:PropertyPlantAndEquipmentOtherTypesMember2024-12-310001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:LeaseholdImprovementsMember2024-12-310001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:FurnitureAndFixturesMember2024-12-310001072379country:GBus-gaap:LandMember2024-12-310001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-09-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-07-012024-09-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-09-300001072379nwbo:AdventBioServicesMember2025-07-012025-09-300001072379nwbo:AdventBioServicesMember2024-07-012024-09-300001072379nwbo:AdventBioServicesMember2024-01-012024-09-300001072379us-gaap:RetainedEarningsMember2025-01-012025-09-300001072379us-gaap:RetainedEarningsMember2024-07-012024-09-300001072379us-gaap:RetainedEarningsMember2024-01-012024-09-300001072379us-gaap:StateAndLocalJurisdictionMember2021-11-042021-11-0400010723792024-01-162024-01-1600010723792023-10-122023-10-120001072379us-gaap:StateAndLocalJurisdictionMember2025-01-012025-09-300001072379us-gaap:ForeignCountryMember2025-01-012025-09-300001072379country:US2025-09-300001072379country:GB2025-09-300001072379country:US2024-09-300001072379country:GB2024-09-300001072379country:US2025-01-012025-09-300001072379country:GB2025-01-012025-09-300001072379country:US2024-01-012024-09-300001072379country:GB2024-01-012024-09-300001072379us-gaap:SubsequentEventMember2025-11-110001072379nwbo:NotesMember2024-01-012024-09-300001072379us-gaap:ConvertibleNotesPayableMember2025-07-012025-09-300001072379nwbo:AfterAmendmentMembernwbo:ModifiedConvertibleNoteMember2025-01-012025-09-300001072379us-gaap:ConvertibleDebtMember2025-09-300001072379nwbo:ShareLiabilityMember2025-09-300001072379nwbo:ContingentPayableDerivativeLiabilityMember2025-09-300001072379us-gaap:ConvertibleDebtMember2024-12-310001072379nwbo:WarrantLiabilityMember2024-12-310001072379nwbo:ShareLiabilityMember2024-12-310001072379nwbo:ContingentPayableDerivativeLiabilityMember2024-12-310001072379nwbo:ContingentPayableDerivativeLiabilityMember2025-01-012025-09-300001072379nwbo:TwoYearConvertibleNotesMember2025-01-012025-09-300001072379nwbo:OneYearConvertibleNotesMember2025-01-012025-09-300001072379us-gaap:ShortTermDebtMembernwbo:SixPercentUnsecuredMember2025-01-012025-09-300001072379us-gaap:ShortTermDebtMembernwbo:EightPercentUnsecuredMember2025-01-012025-09-300001072379nwbo:ShortTermNotesPayableMembernwbo:ZeroPercentUnsecuredMember2025-01-012025-09-300001072379nwbo:ShortTermNotesPayableMembernwbo:TwelvePercentUnsecuredMember2025-01-012025-09-300001072379nwbo:ShortTermNotesPayableMembernwbo:EightPercentUnsecuredMember2025-01-012025-09-300001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ZeroPercentUnsecuredMember2025-01-012025-09-300001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-01-012025-09-300001072379nwbo:LongTermNotesPayableMembernwbo:EightPercentUnsecuredMember2025-01-012025-09-300001072379nwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-01-012025-09-300001072379us-gaap:ShortTermDebtMembernwbo:SixPercentUnsecuredMember2024-01-012024-12-310001072379us-gaap:ShortTermDebtMembernwbo:EightPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:ZeroPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:TwelvePercentUnsecuredMember2024-01-012024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:SixPercentSecuredMember2024-01-012024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:EightPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ZeroPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:EightPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:LongTermNotesPayableMembernwbo:ElevenPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:LongTermNotesPayableMembernwbo:EightPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ZeroPercentUnsecuredMember2024-01-012024-12-310001072379nwbo:NotesMember2025-01-012025-09-300001072379nwbo:OctoberCommercialLoanMemberus-gaap:SubsequentEventMember2025-10-270001072379nwbo:ShortTermNotesPayableMembernwbo:ZeroPercentUnsecuredMember2025-09-300001072379nwbo:ShortTermNotesPayableMembernwbo:TwelvePercentUnsecuredMember2025-09-300001072379nwbo:ShortTermNotesPayableMembernwbo:EightPercentUnsecuredMember2025-09-300001072379nwbo:LongTermNotesPayableMembernwbo:EightPercentUnsecuredMember2025-09-300001072379us-gaap:ShortTermDebtMember2025-09-300001072379nwbo:ShortTermNotesPayableMember2025-09-300001072379nwbo:ShortTermNotesPayableMembernwbo:ZeroPercentUnsecuredMember2024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:TwelvePercentUnsecuredMember2024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:SixPercentSecuredMember2024-12-310001072379nwbo:ShortTermNotesPayableMembernwbo:EightPercentUnsecuredMember2024-12-310001072379nwbo:LongTermNotesPayableMembernwbo:EightPercentUnsecuredMember2024-12-310001072379us-gaap:ShortTermDebtMember2024-12-310001072379nwbo:ShortTermNotesPayableMember2024-12-310001072379nwbo:DecemberYorkvilleNoteMember2024-12-190001072379srt:MinimumMembernwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-09-300001072379srt:MinimumMembernwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-09-300001072379srt:MaximumMembernwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-09-300001072379srt:MaximumMembernwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-09-300001072379us-gaap:ShortTermDebtMembernwbo:SixPercentUnsecuredMember2025-09-300001072379us-gaap:ShortTermDebtMembernwbo:EightPercentUnsecuredMember2025-09-300001072379srt:MinimumMembernwbo:LongTermConvertibleNotesMember2025-09-300001072379srt:MaximumMembernwbo:LongTermConvertibleNotesMember2025-09-300001072379us-gaap:ConvertibleNotesPayableMember2025-09-300001072379nwbo:AmendedConvertibleNoteMember2025-09-300001072379srt:MinimumMemberus-gaap:ConvertibleNotesPayableMembernwbo:SeriesCConvertiblePreferredStockMember2024-12-310001072379srt:MinimumMembernwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2024-12-310001072379srt:MinimumMembernwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2024-12-310001072379srt:MaximumMembernwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2024-12-310001072379srt:MaximumMembernwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2024-12-310001072379us-gaap:ShortTermDebtMembernwbo:SixPercentUnsecuredMember2024-12-310001072379us-gaap:ShortTermDebtMembernwbo:EightPercentUnsecuredMember2024-12-310001072379us-gaap:ConvertibleNotesPayableMember2024-12-310001072379nwbo:JuneYorkvilleNoteMember2025-01-012025-09-300001072379nwbo:DecemberYorkvilleNoteMember2025-01-012025-09-300001072379nwbo:AmendedConvertibleNoteMember2025-01-012025-09-300001072379srt:MinimumMembernwbo:AdventBioservicesAgreementsMember2018-05-142018-05-140001072379nwbo:SeriesCConvertiblePreferredStockMemberus-gaap:CommonStockMember2025-09-300001072379nwbo:YorkvilleNoteMember2025-09-300001072379nwbo:JuneYorkvilleNoteMember2025-06-300001072379nwbo:SeriesCConvertiblePreferredStockMember2025-01-012025-09-300001072379nwbo:WarrantsIssuedAsConsiderationForWarrantsSuspensionMember2025-09-3000010723792024-12-2300010723792024-09-3000010723792023-12-3100010723792021-12-310001072379nwbo:SeriesCConvertiblePreferredStockMember2025-01-012025-09-300001072379nwbo:ConvertibleNotesAndAccruedInterestMember2025-01-012025-09-300001072379nwbo:CommonStockWarrantsEquityClassifiedMember2025-01-012025-09-300001072379nwbo:CommonStockOptionsMember2025-01-012025-09-300001072379nwbo:SeriesCConvertiblePreferredStockMember2024-01-012024-09-300001072379nwbo:ConvertibleNotesAndAccruedInterestMember2024-01-012024-09-300001072379nwbo:CommonStockWarrantsEquityClassifiedMember2024-01-012024-09-300001072379nwbo:CommonStockOptionsMember2024-01-012024-09-300001072379us-gaap:RestrictedStockMember2025-07-012025-09-300001072379us-gaap:ResearchAndDevelopmentExpenseMember2025-07-012025-09-300001072379us-gaap:RestrictedStockMember2025-01-012025-09-300001072379us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-09-300001072379us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001072379us-gaap:RestrictedStockMember2024-07-012024-09-300001072379us-gaap:ResearchAndDevelopmentExpenseMember2024-07-012024-09-300001072379us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001072379us-gaap:RestrictedStockMember2024-01-012024-09-300001072379us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-09-300001072379us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001072379us-gaap:GeographicDistributionDomesticMember2025-09-300001072379us-gaap:GeographicDistributionDomesticMember2024-12-310001072379nwbo:AdventBioServicesMember2025-09-300001072379nwbo:AdventBioServicesMember2024-12-310001072379nwbo:AdventBioServicesAgreementMember2025-09-300001072379nwbo:AdventBioServicesAgreementMember2024-12-310001072379nwbo:SeriesCConvertiblePreferredStockMember2024-07-012024-09-300001072379nwbo:SeriesCConvertiblePreferredStockMember2024-01-012024-09-300001072379nwbo:AdventBioServicesMember2025-01-012025-09-300001072379nwbo:AdventBioServicesMember2021-12-312021-12-310001072379us-gaap:RetainedEarningsMember2025-07-012025-09-300001072379us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-07-012025-09-300001072379nwbo:SubscriptionReceivableMember2025-07-012025-09-300001072379nwbo:SeriesCConvertiblePreferredStockMember2025-07-012025-09-300001072379us-gaap:CommonStockMember2025-07-012025-09-300001072379us-gaap:RestrictedStockMembernwbo:AdventBioserviceAgreementMembernwbo:CompletionOfDraftingOfMhraApplicationMilestoneMember2025-09-300001072379nwbo:RestrictedStockAwardsMembernwbo:AdventBioserviceAgreementMembernwbo:CompletionOfDraftingOfMhraApplicationMilestoneMember2025-09-300001072379nwbo:SpecializedWorkTwoOneTimeMilestoneExpensedAndUnpaidNotYetDueMilestoneNotYetCompletedMembernwbo:AdventBioServicesMember2025-07-012025-09-300001072379nwbo:SpecializedWorkTwoOneTimeMilestoneExpensedAndUnpaidNotYetDueMilestoneNotYetCompletedMembernwbo:AdventBioServicesMember2025-01-012025-09-300001072379nwbo:SpecializedWorkTwoOneTimeMilestoneExpensedAndDueButUnpaidMilestoneCompletedMembernwbo:AdventBioServicesMember2025-01-012025-09-300001072379nwbo:ManufacturingCostGMPFacilityLondonMembernwbo:AdventBioServicesMember2025-07-012025-09-300001072379nwbo:DevelopmentAndManufacturingCostSawstonFacilityMembernwbo:AdventBioServicesMember2025-07-012025-09-300001072379nwbo:ManufacturingCostGMPFacilityLondonMembernwbo:AdventBioServicesMember2025-01-012025-09-300001072379nwbo:DevelopmentAndManufacturingCostSawstonFacilityMembernwbo:AdventBioServicesMember2025-01-012025-09-300001072379nwbo:ManufacturingCostGMPFacilityLondonMembernwbo:AdventBioServicesMember2024-07-012024-09-300001072379nwbo:DevelopmentAndManufacturingCostSawstonFacilityMembernwbo:AdventBioServicesMember2024-07-012024-09-300001072379nwbo:ManufacturingCostGMPFacilityLondonMembernwbo:AdventBioServicesMember2024-01-012024-09-300001072379nwbo:DevelopmentAndManufacturingCostSawstonFacilityMembernwbo:AdventBioServicesMember2024-01-012024-09-3000010723792024-12-232024-12-230001072379us-gaap:ForeignCountryMember2022-01-012022-07-310001072379nwbo:TechnologyTransferMember2024-11-082024-11-080001072379nwbo:ProcessDevelopmentMember2024-11-082024-11-080001072379nwbo:ProcessDevelopmentInTffSystemVsOtherSystemsMember2024-11-082024-11-080001072379nwbo:NewInvestigationalMedicinalProductDossierAndNewIndMember2024-11-082024-11-080001072379nwbo:BasicTechnologyTransferMember2024-11-082024-11-0800010723792024-08-220001072379us-gaap:CommonStockMember2025-01-012025-09-300001072379us-gaap:CommonStockMember2024-07-012024-09-300001072379us-gaap:CommonStockMember2024-01-012024-09-300001072379us-gaap:RestrictedStockMembernwbo:AmendedStatementOfWork6Member2022-09-262022-09-260001072379nwbo:AdventBioservicesAgreementsMember2025-01-012025-09-300001072379nwbo:AmendedStatementOfWork6Member2022-09-262022-09-260001072379nwbo:MarchCommercialLoanMemberus-gaap:SubsequentEventMember2025-10-272025-10-270001072379us-gaap:SubsequentEventMember2025-10-012025-11-1100010723792022-07-272022-07-270001072379nwbo:SubleaseAgreementMember2025-09-300001072379us-gaap:GeographicDistributionDomesticMemberus-gaap:LeaseholdImprovementsMember2025-01-012025-09-300001072379nwbo:WarrantLiabilityMember2025-01-012025-09-300001072379nwbo:ShareLiabilityMember2025-01-012025-09-300001072379us-gaap:ConvertibleDebtMember2025-01-012025-09-300001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ZeroPercentUnsecuredMember2025-09-300001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-09-300001072379nwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2025-09-300001072379nwbo:ShortTermConvertibleNotesAtFairValueMember2025-09-300001072379nwbo:LongTermConvertibleNotesAtFairValueMember2025-09-300001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:TenPercentUnsecuredMember2024-12-310001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:ElevenPercentUnsecuredMember2024-12-310001072379nwbo:ShortTermConvertibleNotesAtFairValueMembernwbo:EightPercentUnsecuredMember2024-12-310001072379nwbo:LongTermNotesPayableMembernwbo:ElevenPercentUnsecuredMember2024-12-310001072379nwbo:LongTermConvertibleNotesAtFairValueMembernwbo:ZeroPercentUnsecuredMember2024-12-310001072379nwbo:ShortTermConvertibleNotesAtFairValueMember2024-12-310001072379nwbo:LongTermNotesPayableMember2024-12-310001072379nwbo:OctoberCommercialLoanMemberus-gaap:SubsequentEventMember2025-10-272025-10-270001072379nwbo:JuneCommercialLoanMember2025-06-262025-06-260001072379nwbo:MarchCommercialLoanMember2025-03-072025-03-070001072379nwbo:DecemberYorkvilleNoteMember2024-12-192024-12-190001072379nwbo:JuneCommercialLoanMember2025-06-260001072379nwbo:MarchCommercialLoanMember2025-03-070001072379us-gaap:ConvertibleNotesPayableMember2025-01-012025-09-300001072379nwbo:LongTermConvertibleNotesMember2025-09-300001072379nwbo:DebtInstrumentConversionPriceEqualToOrLessThan0.2932PerShareMembernwbo:JuneYorkvilleNoteMember2025-06-302025-06-300001072379us-gaap:ConvertibleNotesPayableMembernwbo:SeriesCConvertiblePreferredStockMember2024-01-012024-12-310001072379us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-09-300001072379us-gaap:FairValueMeasurementsRecurringMember2025-09-300001072379us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001072379us-gaap:FairValueMeasurementsRecurringMember2024-12-3100010723792024-01-012024-12-310001072379nwbo:JuneYorkvilleNoteMember2025-06-302025-06-300001072379nwbo:LongTermConvertibleNotesMember2025-01-012025-09-300001072379nwbo:AdventBioServicesMemberus-gaap:SubsequentEventMember2025-10-242025-10-240001072379nwbo:AdventBioServicesMember2021-12-310001072379nwbo:TechnologyTransferMember2025-01-012025-09-300001072379nwbo:ProcessDevelopmentMember2025-01-012025-09-300001072379nwbo:ProcessDevelopmentInTffSystemVsOtherSystemsMember2025-01-012025-09-300001072379nwbo:NewInvestigationalMedicinalProductDossierAndNewIndMember2025-01-012025-09-300001072379nwbo:AdventBioservicesAgreementsMember2018-05-142018-05-140001072379us-gaap:AdditionalPaidInCapitalMember2025-07-012025-09-300001072379us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001072379us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-3000010723792024-07-012024-09-300001072379us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-3000010723792024-01-012024-09-300001072379us-gaap:RestrictedStockMembernwbo:AdventBioserviceAgreementMembernwbo:CompletionOfDraftingOfMhraApplicationMilestoneMember2025-01-012025-09-300001072379nwbo:RestrictedStockAwardsMembernwbo:AdventBioserviceAgreementMembernwbo:CompletionOfDraftingOfMhraApplicationMilestoneMember2025-01-012025-09-300001072379nwbo:AdventBioservicesAgreementsMember2025-09-300001072379nwbo:AdventBioservicesAgreementsMember2024-12-3100010723792025-09-3000010723792024-12-3100010723792025-07-012025-09-3000010723792025-11-1300010723792025-01-012025-09-30nwbo:itemiso4217:GBPnwbo:Dnwbo:segmentnwbo:Yxbrli:sharesiso4217:USDiso4217:EURutr:sqftiso4217:USDxbrli:sharesxbrli:purenwbo:installmentnwbo:Milestonenwbo:Program

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


	☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______to _______

Commission File Number: 001-35737

NORTHWEST BIOTHERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	94-3306718
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

4800 Montgomery Lane, Suite 800, Bethesda, MD 20814

(Address of principal executive offices) (Zip Code)

(240) 497-9024

(Registrant’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.001 per share	NWBO	OTCQB

As of November 13, 2025, the total number of shares of common stock, par value $0.001 per share, outstanding was 1,540,682,082.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

FORM 10-Q

TABLE OF CONTENTS


PART I - FINANCIAL INFORMATION		3

Item 1.	Condensed Consolidated Interim Financial Statements (Unaudited)

	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3

	Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and nine months ended September 30, 2025 and 2024	4

	Condensed Consolidated Statements of Stockholders’ Deficit for the three and nine months ended September 30, 2025 and 2024	5

	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	7

	Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II - OTHER INFORMATION		33

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	34

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 3.	Defaults Upon Senior Securities	34

Item 4.	Mine Safety Disclosures	34

Item 5.	Other Information	34

Item 6.	Exhibits	35

SIGNATURES		36

Table of Contents

PART I - FINANCIAL INFORMATION

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


	September 30,		December 31,
	2025		2024
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	4,560	$	2,175
Prepaid expenses and other current assets		2,327		1,887
Loan receivable		311		—
Total current assets		7,198		4,062
Non-current assets:
Property, plant and equipment, net		16,870		16,196
Right-of-use asset, net		4,265		4,187
Indefinite-lived intangible asset		1,292		1,292
Goodwill		626		626
Other assets		358		365
Total non-current assets		23,411		22,666
TOTAL ASSETS	$	30,609	$	26,728

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	26,875	$	16,969
Accounts payable and accrued expenses to related parties and affiliates		9,841		4,452
Convertible notes, net		818		1,870
Convertible notes at fair value		26,008		18,324
Notes payable, net		13,570		14,186
Contingent payable derivative liability		9,665		9,578
Warrant liability		—		2,219
Investor advances		207		207
Share payable		522		143
Lease liabilities		399		326
Total current liabilities		87,905		68,274

Non-current liabilities:
Convertible notes at fair value, net of current portion		24,617		15,900
Notes payable, net of current portion, net		7,188		12,396
Lease liabilities, net of current portion		4,447		4,438
Contingent payment obligation		1,700		4,700
Total non-current liabilities		37,952		37,434
Total liabilities		125,857		105,708

COMMITMENTS AND CONTINGENCIES (Note 12)

Mezzanine equity:
Series C Convertible Preferred Stock, 10,000,000 shares designated; 0.8 million and 1.0 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively; aggregate liquidation preference of $11.7 million		13,400		15,507
Stockholders’ deficit:
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of September 30, 2025 and December 31, 2024, respectively		—		—
Common stock ($0.001 par value); 1,700,000,000 shares authorized; 1,518.3 million and 1,328.6 million shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		1,518		1,328
Additional paid-in capital		1,396,179		1,344,720
Stock subscription receivable		(79)		(79)
Accumulated deficit		(1,505,049)		(1,443,499)
Accumulated other comprehensive (loss) income		(1,217)		3,043
Total stockholders’ deficit		(108,648)		(94,487)
TOTAL LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT	$	30,609	$	26,728

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per share amounts)

(Unaudited)


	For the three months ended				For the nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Revenues:
Research and other	$	200	$	357	$	706	$	1,151
Total revenues		200		357		706		1,151
Operating costs and expenses:
Research and development		7,450		8,130		23,231		24,365
General and administrative		7,070		7,028		23,885		24,795
Total operating costs and expenses		14,520		15,158		47,116		49,160
Loss from operations		(14,320)		(14,801)		(46,410)		(48,009)
Other income (expense):
Change in fair value of derivative liabilities		(3,332)		(1,590)		(1,328)		939
Change in fair value of share payable		(118)		70		(381)		31
Change in fair value of convertible notes		(15)		3,087		6,074		4,621
Loss from extinguishment of debt		(4,004)		(6,820)		(15,802)		(9,905)
Loss from issuance of debt		(1,611)		—		(2,384)		—
Interest expense		(2,621)		(2,080)		(6,049)		(5,279)
Foreign currency transaction gain (loss)		(808)		2,760		4,730		2,047
Total other expense		(12,509)		(4,573)		(15,140)		(7,546)
Net loss		(26,829)		(19,374)		(61,550)		(55,555)
Deemed dividend related to warrant modifications		(353)		(132)		(1,178)		(1,141)
Net loss attributable to common stockholders	$	(27,182)	$	(19,506)	$	(62,728)	$	(56,696)

Other comprehensive income (loss)
Foreign currency translation adjustment		632		(2,253)		(4,260)		(1,565)
Total comprehensive loss	$	(26,550)	$	(21,759)	$	(66,988)	$	(58,261)

Net loss per share applicable to common stockholders
Basic and diluted	$	(0.02)	$	(0.02)	$	(0.04)	$	(0.05)
Weighted average shares used in computing basic and diluted loss per share		1,492,079		1,258,532		1,430,410		1,220,472

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands)

(Unaudited)


	For the Three Months Ended September 30, 2025
	Mezzanine equity												Accumulated
	Series C Convertible						Additional						Other		Total
	Preferred Stock			Common Stock			Paid-in		Subscription		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Shares	Par value		Capital		Receivable		Deficit		Income (Loss)		Deficit
Balances at July 1, 2025	842	$	13,753	1,458,761	$	1,459	$	1,378,300	$	(79)	$	(1,478,220)	$	(1,849)	$	(100,389)
Series C convertible preferred stock conversion	(24)		(353)	603		1		352		—		—		—		353
Issuance of common stock for cash, net	—		—	22,385		22		4,840		—		—		—		4,862
Issuance of common stock for conversion of debt and accrued interest	—		—	36,550		36		8,954		—		—		—		8,990
Stock-based compensation	—		—	—		—		273		—		—		—		273
Reclassification of liability classified warrants to equity	—		—	—		—		3,460		—		—		—		3,460
Warrant modifications	—		—	—		—		353		—		—		—		353
Deemed dividend related to warrant modifications	—		—	—		—		(353)		—		—		—		(353)
Net loss	—		—	—		—		—		—		(26,829)		—		(26,829)
Cumulative translation adjustment	—		—	—		—		—		—		—		632		632
Balances at September 30, 2025	818	$	13,400	1,518,299	$	1,518	$	1,396,179	$	(79)	$	(1,505,049)	$	(1,217)	$	(108,648)


	For the Three Months Ended September 30, 2024
	Mezzanine equity												Accumulated
	Series C Convertible						Additional						Other		Total
	Preferred Stock			Common Stock			Paid-in		Subscription		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Shares	Par value		Capital		Receivable		Deficit		Income (Loss)		Deficit
Balances at July 1, 2024	1,265	$	18,753	1,229,703	$	1,229	$	1,316,031	$	(79)	$	(1,395,902)	$	2,224	$	(76,497)
Issuance of Series C convertible preferred stock for cash	33		267	—		—		—		—		—		—		—
Series C convertible preferred stock conversion	(668)		(4,987)	16,711		17		4,970		—		—		—		4,987
Issuance of common stock for cash, net	—		—	25,363		26		7,088		—		—		—		7,114
Warrants exercised for cash	—		—	106		—		26		—		—		—		26
Cashless warrants exercise	—		—	157		—		—		—		—		—		—
Issuance of common stock for conversion of debt and accrued interest	—		—	14,043		14		4,854		—		—		—		4,868
Issuance of Series C preferred stock for conversion of debt and accrued interest	368		1,844	—		—		—		—		—		—		—
Stock-based compensation	—		—	175		—		685		—		—		—		685
Net loss	—		—	—		—		—		—		(19,374)		—		(19,374)
Warrants modification	—		—	—		—		459		—		—		—		459
Deemed dividend related to warrants modification	—		—	—		—		(132)		—		—		—		(132)
Cumulative translation adjustment	—		—	—		—		—		—		—		(2,253)		(2,253)
Balances at September 30, 2024	998	$	15,877	1,286,258	$	1,286	$	1,333,981	$	(79)	$	(1,415,276)	$	(29)	$	(80,117)

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(in thousands)

(Unaudited)


	For the Nine Months Ended September 30, 2025
	Mezzanine equity												Accumulated
	Series C Convertible						Additional						Other		Total
	Preferred Stock			Common Stock			Paid-in		Subscription		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Shares	Par value		Capital		Receivable		Deficit		Income (Loss)		Deficit
Balances at January 1, 2025	973	$	15,507	1,328,622	$	1,328	$	1,344,720	$	(79)	$	(1,443,499)	$	3,043	$	(94,487)
Series C convertible preferred stock conversion	(155)		(2,107)	3,866		5		2,102		—		—		—		2,107
Issuance of common stock for cash, net	—		—	78,523		78		17,226		—		—		—		17,304
Warrants exercised for cash	—		—	104		—		23		—		—		—		23
Issuance of common stock for conversion of debt and accrued interest	—		—	107,034		107		27,626		—		—		—		27,733
Stock-based compensation	—		—	150		—		1,022		—		—		—		1,022
Reclassification of liability classified warrants to equity	—		—	—		—		3,460		—		—		—		3,460
Warrant modifications	—		—	—		—		1,178		—		—		—		1,178
Deemed dividend related to warrant modifications	—		—	—		—		(1,178)		—		—		—		(1,178)
Net loss	—		—	—		—		—		—		(61,550)		—		(61,550)
Cumulative translation adjustment	—		—	—		—		—		—		—		(4,260)		(4,260)
Balances at September 30, 2025	818	$	13,400	1,518,299	$	1,518	$	1,396,179	$	(79)	$	(1,505,049)	$	(1,217)	$	(108,648)


	For the Nine Months Ended September 30, 2024
	Mezzanine equity												Accumulated
	Series C Convertible						Additional						Other		Total
	Preferred Stock			Common Stock			Paid-in		Subscription		Accumulated		Comprehensive		Stockholders’
	Shares	Amount		Shares	Par value		Capital		Receivable		Deficit		Income (Loss)		Deficit
Balances at January 1, 2024	1,209	$	18,718	1,175,459	$	1,175	$	1,291,316	$	(79)	$	(1,359,721)	$	1,536	$	(65,773)
Issuance of Series C convertible preferred stock for cash	758		8,201	—		—		—		—		—		—		—
Series C convertible preferred stock conversion	(1,504)		(13,721)	37,602		38		13,683		—		—		—		13,721
Issuance of common stock for cash, net	—		—	33,488		34		9,977		—		—		—		10,011
Warrants exercised for cash	—		—	6,420		6		1,511		—		—		—		1,517
Cashless warrants and stock options exercise	—		—	3,053		3		(3)		—		—		—		—
Issuance of common stock for conversion of debt and accrued interest	—		—	29,886		30		12,938		—		—		—		12,968
Issuance of Series C preferred stock for conversion of debt and accrued interest	535		2,679	—		—		—		—		—		—		—
Stock-based compensation	—		—	350		—		3,002		—		—		—		3,002
Net loss	—		—	—		—		—		—		(55,555)		—		(55,555)
Warrants modification	—		—	—		—		2,698		—		—		—		2,698
Deemed dividend related to warrants modification	—		—	—		—		(1,141)		—		—		—		(1,141)
Cumulative translation adjustment	—		—	—		—		—		—		—		(1,565)		(1,565)
Balances at September 30, 2024	998	$	15,877	1,286,258	$	1,286	$	1,333,981	$	(79)	$	(1,415,276)	$	(29)	$	(80,117)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the nine months ended
	September 30,
	2025		2024
Cash Flows from Operating Activities:
Net loss	$	(61,550)	$	(55,555)
Reconciliation of net loss to net cash used in operating activities:
Depreciation and amortization		1,336		1,307
Amortization of debt discount		1,273		1,618
Change in fair value of derivatives		1,328		(939)
Change in fair value of share payable		381		(31)
Change in fair value of convertible notes		(6,074)		(4,621)
Loss from extinguishment of debt		15,802		9,905
Loss from issuance of debt		2,384		—
Amortization of operating lease right-of-use asset		200		236
Stock-based compensation for services		1,022		3,002
Warrant modifications associated with convertible notes under fair value option		—		327
Subtotal of non-cash charges		17,652		10,804
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(389)		(216)
Other non-current assets		13		(9)
Accounts payable and accrued expenses		8,855		8,535
Related party accounts payable and accrued expenses		5,389		(501)
Lease liabilities		31		106
Net cash used in operating activities		(29,999)		(36,836)
Cash Flows from Investing Activities:
Purchase of equipment and construction in progress		(599)		(936)
Loan receivable		(311)		—
Net cash used in investing activities		(910)		(936)
Cash Flows from Financing Activities:
Proceeds from issuance of Series C convertible preferred stock		—		8,201
Proceeds from issuance of common shares		17,304		10,011
Proceeds from exercise of warrants		23		1,517
Proceeds from investor advance		—		200
Proceeds from issuance of notes payable, net		7,000		12,000
Proceeds from issuance of convertible notes payable, net		12,682		9,915
Proceeds from contingent payment obligation		—		50
Repayment of notes payable		(259)		(251)
Repayment of convertible notes payable		(1,011)		(800)
Net cash provided by financing activities		35,739		40,843
Effect of exchange rate changes on cash and cash equivalents		(2,445)		(2,258)
Net increase in cash and cash equivalents		2,385		813

Cash and cash equivalents, beginning of the period		2,175		2,126
Cash and cash equivalents, end of the period	$	4,560	$	2,939

Supplemental disclosure of cash flow information
Interest payments on notes payable	$	(122)	$	(18)
Interest payments on convertible notes payable	$	(103)	$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)


	For the nine months ended
	September 30,
	2025		2024
Supplemental schedule of non-cash activities:
Cashless warrants and stock options exercise	$	—	$	3
Issuance of common stock for conversion of debt and accrued interest	$	27,733	$	12,968
Issuance of Series C preferred stock for conversion of debt and accrued interest	$	—	$	2,679
Series C convertible preferred stock conversion	$	2,107	$	13,721
Capital expenditures included in accounts payable	$	768	$	238
Deemed dividend related to warrant modifications	$	1,178	$	1,141
Debt discount related to warrant modifications	$	—	$	8
Reclassification between contingent payment obligation and convertible notes payable at fair value	$	3,000	$	300
Reclassification of liability classified warrants to equity	$	3,460	$	—
Right-of-use asset recognized in exchange for lease liability	$	—	$	364

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

1. Organization and Description of Business

Northwest Biotherapeutics, Inc. and its wholly owned subsidiaries Flaskworks LLC, Northwest Biotherapeutics Limited, Northwest Biotherapeutics Capital Limited, Northwest Biotherapeutics B.V., and NW Bio GmbH (collectively, the “Company”, “we”, “us” and “our”) were organized to discover and develop innovative immunotherapies for cancer. The Company has developed DCVax® platform technologies for both operable and inoperable solid tumor cancers. The Company has wholly owned subsidiaries in Boston, the U.K., the Netherlands and Germany.

On August 27, 2025, the Company entered into an agreement to acquire Advent BioServices Ltd, a contract development and manufacturing organization (CDMO) and related party that manufactures the Company’s DCVax products. Upon the closing of that acquisition on October 24, 2025, Advent became an additional wholly owned subsidiary of the Company.

The Company has completed a Phase 3 clinical trial of its DCVax®-L product for glioblastoma brain cancer, has publicly reported the results in a peer reviewed publication in a medical journal as well as at a medical conference, and submitted a Marketing Authorization Application (MAA) for regulatory approval in the U.K. in December 2023. The MAA is in the process of review by the Medicines and Healthcare Products Regulatory Agency (MHRA). The Company is also in the process of restarting its DCVax®-Direct program for inoperable tumors.

2. Financial Condition, Going Concern and Management Plans

The Company has incurred annual net operating losses since its inception. The Company had a net loss of $61.6 million for the nine months ended September 30, 2025. The Company used approximately $30 million of cash in its operating activities during the nine months ended September 30, 2025.

The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to research and development (“R&D”) and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.

Because of recurring operating losses and operating cash flow deficits, there is substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date of this filing. The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, however, they do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

3. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated interim financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been eliminated. Certain immaterial reclassifications have been made to prior period amounts to conform to the current period presentation.

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company uses to prepare its annual audited consolidated financial statements. The condensed consolidated balance sheet as of September 30, 2025, condensed consolidated statements of operations and comprehensive loss for the three and nine months ended September 30, 2025 and 2024, condensed consolidated statement of stockholders’ deficit for the three and nine months ended September 30, 2025 and 2024, and the condensed consolidated statements of cash flows for the nine months ended September 30, 2025 and 2024 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three and nine months ended September 30, 2025 are not necessarily indicative of results to be expected for the year ending December 31, 2025 or for any future interim period. The condensed consolidated balance sheet at December 31, 2024 has been derived from audited financial statements; however, it does not include all of the information and notes required by U.S. GAAP for complete financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2024 and notes thereto included in the Company’s annual report on Form 10-K (the “2024 Annual Report”), which was filed with the SEC on March 31, 2025.

Use of Estimates

In preparing condensed consolidated financial statements in conformity with U.S. GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of expenses during the reporting period. Due to inherent uncertainty involved in making estimates, actual results reported in future periods may be affected by changes in these estimates.

On an ongoing basis, the Company evaluates its estimates and judgments, including valuing equity securities in share-based payment arrangements, estimating the fair value of financial instruments recorded as derivative liabilities, useful lives of depreciable assets, and whether impairment charges may apply. The Company bases its estimates on historical experience and on various other assumptions that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates.

Segment Information

The Company operates in one operating segment for the purposes of assessing performance, making operating decisions, and allocating Company resources. The Company’s chief operating decision maker (CODM) is its chief executive officer, who considers net loss to evaluate overall expenses associated with conducting research and development activities, which includes evaluating the progress of ongoing clinical trials and the planning and execution of current and future research and development activities. Further, the CODM reviews and utilizes functional expenses (research and development and general and administrative) as reported in the consolidated statements of operations to manage the Company’s operations. The measure of performance, significant expenses, and other items are each reflected in the consolidated statements of operations. The accounting policies of the Company’s single reportable segment are the same as those for the consolidated financial statements. The level of disaggregation and amounts of significant segment expenses that are regularly provided to the CODM are the same as those presented in the consolidated statements of operations. The measure of segment assets is reported on the consolidated balance sheets as total assets.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies from those previously disclosed in the 2024 Annual Report.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Recently Adopted Accounting Standards

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which improves the transparency of income tax disclosures by requiring consistent categories and greater disaggregation of information in the effective tax rate reconciliation and income taxes paid disaggregated by jurisdiction. It also includes certain other amendments to improve the effectiveness of income tax disclosures. This guidance will be effective for the annual periods beginning the year ended December 31, 2025. Early adoption is permitted. Upon adoption, the guidance can be applied prospectively or retrospectively. The Company adopted this standard as of January 1, 2025. The adoption of this ASU did not have any material impact on the Company’s quarterly condensed consolidated financial statements.

Recently Issued Accounting Standards Not Yet Adopted

Intangibles - Goodwill and Other - Internal-Use Software

In September 2025, the FASB issued ASU No. 2025 - 06, Intangibles - Goodwill and Other - Internal - Use Software (“ASU 2025 – 06”), which amends the guidance for accounting for software costs to reflect current software development practices, including iterative and agile methodologies, by removing references to development stages. It also clarifies the criteria for capitalization, which begins when both of the following occur: (1) management has authorized and committed to funding the software project and (2) it is probable that the project will be completed and the software will be used to perform the function intended. ASU 2025 - 06 is effective for fiscal years beginning after December 15, 2027, and interim periods within those fiscal years. Early adoption is permitted. The amendments may be applied either prospectively, retrospectively, or utilizing a modified transition approach. The Company is currently assessing the impact of ASU 2025 - 06 on its condensed consolidated financial statements and disclosures.

Disaggregation of Income Statement Expenses

In November 2024, the FASB issued ASU No. 2024-03 (“ASU 2024-03”), Disaggregation of Income Statement Expenses (DISE) which requires disaggregated disclosure of income statement expenses for public business entities. The standard requires public business entities to disclose disaggregated information about specific natural expense categories underlying certain income statement expense line items that are considered relevant. The FASB also issued ASU No. 2025-01 (“ASU 2025-01”), Clarifying the Effective Date, which clarifies the adoption date of ASU 2024-03 as annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating the potential effect of this accounting standard update on its consolidated financial statements and related disclosures.

4. Fair Value Measurements

In accordance with ASC 820 (Fair Value Measurements and Disclosures), the Company uses various inputs to measure the fair value of liabilities related to certain embedded conversion features associated with convertible debt, share liability (receivable), and the contingent payable to Cognate BioServices on a recurring basis to determine the fair value of these liabilities. The Company also elects the fair value option (“FVO”) for certain eligible financial instruments, such as convertible notes, in order to simplify the accounting treatment.

ASC 820 establishes a hierarchy categorizing inputs into three levels used to measure and disclose fair value. The hierarchy gives the highest priority to quoted prices available in active markets and the lowest priority to unobservable inputs. An explanation of each level in the hierarchy is described below:

Level 1 - Unadjusted quoted prices in active markets for identical instruments that are accessible by the Company on the measurement date.

Level 2 - Quoted prices in markets that are not active or inputs which are either directly or indirectly observable.

Level 3 - Unobservable inputs for the instrument requiring the development of assumptions by the Company.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

The following table classifies the Company’s liabilities measured at fair value on a recurring basis into the fair value hierarchy as of September 30, 2025 and December 31, 2024 (in thousands):


	Fair value measured at September 30, 2025
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	September 30, 2025		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	—	$	—	$	—	$	—
Contingent payable derivative liability		9,665		—		—		9,665
Convertible notes at fair value		50,625		—		—		50,625
Share payable		522		—		—		522
Total fair value	$	60,812	$	—	$	—	$	60,812


	Fair value measured at December 31, 2024
			Quoted prices in active		Significant other		Significant
	Fair value at		markets		observable inputs		unobservable inputs
	December 31, 2024		(Level 1)		(Level 2)		(Level 3)
Warrant liability	$	2,219	$	—	$	—	$	2,219
Contingent payable derivative liability		9,578		—		—		9,578
Convertible notes at fair value		34,224		—		—		34,224
Share payable		143		—		—		143
Total fair value	$	46,164	$	—	$	—	$	46,164

There were no transfers between Level 1, 2 or 3 during the three-month and nine-month period ended September 30, 2025.

The following table presents changes in Level 3 liabilities measured at fair value for the nine-month period ended September 30, 2025. Both observable and unobservable inputs were used to determine the fair value of positions that the Company has classified within the Level 3 category. Unrealized gains and losses associated with liabilities within the Level 3 category include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long- dated volatilities) inputs (in thousands).


							Convertible
	Warrant		Contingent Payable		Share		Notes
	Liability		Derivative Liability		Payable		At Fair Value		Total
Balance - January 1, 2025	$	2,219	$	9,578	$	143	$	34,224	$	46,164
Additional share payable		—		—		1,029		—		1,029
Issuance of convertible notes at fair value		—		—		—		18,936		18,936
Redemption of share payable		—		—		(1,031)		—		(1,031)
Additions from debt extinguishment		—		—		—		11,089		11,089
Debt repayment		—		—		—		(1,000)		(1,000)
Debt conversion		—		—		—		(6,550)		(6,550)
Reclassification of liability classified warrants to equity		(3,460)		—		—		—		(3,460)
Change in fair value		1,241		87		381		(6,074)		(4,365)
Balance - September 30, 2025	$	—	$	9,665	$	522	$	50,625	$	60,812

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

A summary of the weighted average (in aggregate) significant unobservable inputs (Level 3 inputs) used in measuring the Company’s warrant liabilities and share payable that are categorized within Level 3 of the fair value hierarchy on the initial issuance date during the nine months ended September 30, 2025 and 2024, and remeasured as of July 26, 2025 (the reclassification date), September 30, 2025 and December 31, 2024 are as follows. The contingent payable derivative liability related to the remaining redemption feature which, like the convertible notes at fair value, included discount factors that were unobservable inputs and proprietary in nature.


	Share Payable
	For the nine months			For the nine months
	ended			ended
	September 30, 2025			September 30, 2024
Strike price	$	0.24		$	0.41
Contractual term (years)		0.09			0.10
Volatility (annual)		64	%		71	%
Risk-free rate		4.3	%		5.5	%
Dividend yield (per share)		0	%		0	%


	As of September 30, 2025			As of July 26, 2025 ⁽¹⁾
	Share Payable			Warrant Liability
Strike price	$	0.24		$	0.25
Contractual term (years)		0.03			1.40
Volatility (annual)		65	%		85	%
Risk-free rate		1.3	%		4.1	%
Dividend yield (per share)		0	%		0	%

(1)	Remeasured as of reclassification date.

5. Stock-based Compensation

The following table summarizes total stock-based compensation expense for the three and nine months ended September 30, 2025 and 2024 (in thousands).


	For the three months ended				For the nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Research and development	$	273	$	609	$	983	$	2,660
General and administrative⁽¹⁾		—		80		39		320
Total stock-based compensation expense	$	273	$	689	$	1,022	$	2,980

The total unrecognized stock compensation (primarily for consultants) cost was approximately $0.9 million as of September 30, 2025 and will be recognized over the next 1.5 years.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Stock Options

The following table summarizes stock option activity for options during the nine months ended September 30, 2025 (amount in thousands, except per share number):


				Weighted Average
				Remaining
		Weighted Average		Contractual Life (in
	Number of Shares	Exercise Price		years)	Total Intrinsic Value
Outstanding as of January 1, 2025	316,826	$	0.35	5.0	$	3,932
Granted	2,275		0.29	5.5		—
Forfeited	(1,833)		0.30	—		—
Outstanding as of September 30, 2025	317,268	$	0.35	4.3	$	846
Options vested ⁽¹⁾	283,605	$	0.33	4.3	$	846

⁽¹⁾	235 million of the 317 million stock options are subject to agreements (the “Blocker Letter Agreements”) under which they are subject to a restriction that the options may only be exercised if the Company has sufficient authorized shares available for issuance.

The Black-Scholes option pricing model is used to estimate the fair value of stock options granted. The assumptions used in calculating the fair values of stock options that were granted during the nine months ended September 30, 2025 was as follows:


	For the nine months ended
	September 30, 2025
Exercise price	$	0.29
Expected term (years)		3.2
Expected stock price volatility		77	%
Risk-free rate		3.8	%
Dividend yield (per share)		0	%

Restricted Stock Awards

Advent SOW 6

There was no stock based compensation related to Statement of Work #6 (“SOW 6”) recognized during the three and nine months ended September 30, 2025 and 2024. As previously reported, Advent previously achieved all of the 10 one-time milestones (i.e., for all six workstreams that were prerequisites for a MAA application for product approval, for obtaining all three licenses required for the Sawston facility, and for the completion of key portions of the MAA application) pursuant to SOW 6.

As of September 30, 2025, 1.5 million shares related to the milestone for completion and submission of the MAA had not been issued and the fair value of the shares of $1.1 million remained accrued in accounts payable and accrued expenses to related parties and affiliates.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

6. Property, Plant and Equipment

Property, plant and equipment consist of the following at September 30, 2025 and December 31, 2024 (in thousands):


	September 30,		December 31,		Estimated
	2025		2024		Useful Life
Leasehold improvements	$	18,903	$	17,973	Lesser of lease term or estimated useful life
Office furniture and equipment		599		531	3-5 years
Computer and manufacturing equipment and software		4,382		3,160	3-5 years
Land in the United Kingdom		91		85	NA
		23,975		21,749	NA
Less: accumulated depreciation		(7,105)		(5,553)
Total property, plant and equipment, net	$	16,870	$	16,196

Depreciation and amortization expense was approximately $1.3 million and $1.3 million for the nine months ended September 30, 2025, and 2024, respectively.

7. Outstanding Debt

The following two tables summarize outstanding debt as of September 30, 2025 and December 31, 2024, respectively (amount in thousands, except per share amounts):


		Stated									Fair
		Interest			Conversion				Remaining		Value		Carrying
	Maturity Date	Rate			Price		Face Value		Debt Discount		Adjustment		Value
Short term convertible notes payable
6% unsecured	Due		6	%	$	3.09	$	135	$	—	$	—	$	135
8% unsecured	Various		8	%	$	0.20		683		—		—		683
								818		—		—		818
Short term convertible notes at fair value
0% unsecured	Various		0	%		Variable		1,950		—		436		2,386
11% unsecured	Various		11	%	$	0.19 - $0.38		19,741		—		3,881		23,622
								21,691		—		4,317		26,008
Short term notes payable
0% unsecured	On Demand		0	%		N/A		2,140		—		—		2,140
8% unsecured	Various		8	%		N/A		11,244		(377)		—		10,867
12% unsecured	On Demand		12	%		N/A		563		—		—		563
								13,947		(377)		—		13,570
Long term convertible notes at fair value
11% unsecured	Various		11	%	$	0.19 - $0.29		17,626		—		6,991		24,617
								17,626		—		6,991		24,617
Long term notes payable
8% unsecured	Various		8	%		N/A		7,715		(527)		—		7,188

Ending balance as of September 30, 2025							$	61,797	$	(904)	$	11,308	$	72,201

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS


		Stated										Fair
		Interest			Conversion					Remaining		Value		Carrying
	Maturity Date	Rate			Price			Face Value		Debt Discount		Adjustment		Value
Short term convertible notes payable
6% unsecured	Due		6	%	$	3.09		$	135	$	—	$	—	$	135
8% unsecured	2/21/2025		8	%	$	0.50	*		1,760		(25)		—		1,735
									1,895		(25)		—		1,870
Short term convertible notes at fair value
8% unsecured	2/15/2025		8	%	$	0.27			1,000		—		95		1,095
10% unsecured	1/11/2025		10	%	$	0.35			500		—		46		546
11% unsecured	Various		11	%	$	0.26-$0.46			15,250		—		1,433		16,683
									16,750		—		1,574		18,324
Short term notes payable
0% unsecured	On Demand		0	%		N/A			2,140		—		—		2,140
6% secured	3/25/2025		6	%		N/A			247		—		—		247
8% unsecured	Various		8	%		N/A			11,660		(424)		—		11,236
12% unsecured	On Demand		12	%		N/A			563		—		—		563
									14,610		(424)		—		14,186
Long term convertible notes at fair value
0% unsecured	1/19/2026		0	%		Variable			5,000		—		918		5,918
11% unsecured	Various		11	%	$	0.29-$0.38			8,565		—		1,417		9,982
									13,565		—		2,335		15,900
Long term notes payable
8% unsecured	Various		8	%		N/A			13,210		(814)		—		12,396

Ending balance as of December 31, 2024								$	60,030	$	(1,263)	$	3,909	$	62,676

* These convertible notes are convertible into Series C preferred shares at $12.50 per share. Each Series C preferred share is convertible into common shares after a 30-day restriction period. The conversion price in common share equivalent is $0.50 per share.

Notes Payable

On March 7, 2025, the Company entered into a Commercial Loan Agreement (the “March Commercial Loan”) with a commercial lender for an aggregate principal amount of $5.5 million. The March Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The March Commercial Loan is amortized in 14 installments starting on November 7, 2026. The March Commercial Loan carries an original issue discount of $0.5 million.

On June 26, 2025, the Company entered into a Commercial Loan Agreement (the “June Commercial Loan”) with a commercial lender for an aggregate principal amount of $2.2 million. The June Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The June Commercial Loan is amortized in 14 installments starting on February 26, 2026. The June Commercial Loan carries an original issue discount of $0.2 million.

During the nine months ended September 30, 2025, the Company issued approximately 72.7 million shares of common stock with a fair value of $20 million to certain Note Payable lenders in lieu of cash payments of $15.3 million of debt, including $1.6 million of accrued interest. In addition, the Company has extinguished certain debt pursuant to exchange agreements executed with various holders pursuant to which the Company issues common stock at a price based on a designated pricing period (the “Share payable”). During the nine months ended September 30, 2025, the Company settled $1 million of Share payables. The Company recognized an approximately $1.0 million and $3.7 million debt extinguishment loss respectively during the three and nine months ended September 30, 2025 from the Note Payable debt redemption.

Convertible Notes

During the nine months ended September 30, 2025, the Company modified a convertible note that was originally issued in February 2024 by extending the maturity dates and reducing the conversion price (the “Amended Convertible Note”). The modifications were accounted for as a debt extinguishment. As a result, the Company recognized approximately $49,000 of debt extinguishment gain during the nine months ended September 30, 2025 from this debt amendment.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

In addition, the Company converted $1.1 million of the Amended Convertible Note, including $58,000 accrued interest, into 5.6 million shares of common stock at a conversion price of $0.20 per share.

Convertible Notes at Fair Value

During the nine months ended September 30, 2025, the Company entered into several two-year convertible notes and one-year convertible notes (collectively the “Convertible Notes”) with multiple individual investors (the “Holders”) with an aggregate principal amount of $12.8 million. Of the total $12.8 million, $3 million was exchanged from a previously executed non-dilutive financial instrument. The fair value of the Convertible Notes on the issuance date was approximately $14.4 million. The Company recognized a loss of $1.6 million upon the issuance of the Convertible Notes, which was calculated at the difference between the principal amount and the fair value of the Convertible Notes. The Convertible Notes bear interest at 11% per annum and are convertible into common shares between $0.19 and $0.245 per share at the Holder’s option. In addition, the Holders have an alternative option to convert the Long-term Convertible Notes and the Short-term Convertible Notes into a non-dilutive financial instrument, which has the same terms at those in the non-dilutive funding agreements as described in Note 12.

The Company elected the FVO to fair value the convertible notes described above under the guidance in ASC 825. The convertible notes at fair value are required to be remeasured using level 3 fair value measurements (see Note 4) at each reporting period.

During the nine months ended September 30, 2025, the Company modified certain existing convertible notes by (i) extending the maturity dates; (ii) reducing the conversion price, (iii) increase the interest rate, and (iv) granting the notes holders the right to further extend the maturity date of the notes for a period of time not to exceed 24 months. The modifications were accounted for as a debt extinguishment as the conversion feature of the amended notes were substantially different from the original terms. As a result, the Company recognized approximately $2.5 million and $11 million of debt extinguishment loss during the three and nine months ended September 30, 2025 from these convertible note debt amendments.

During the nine months ended September 30, 2025, the Company converted $0.5 million of certain convertible notes that were originally issued in February 2025 into 2.5 million shares of common stock at conversion price of $0.21 per share.

Yorkville Note

As previously disclosed, on December 19, 2024, the Company entered into a Standby Equity Purchase Agreement (“SEPA”) with YA II PN, LTD (“Yorkville”). Upon entry into the SEPA, the Company issued Yorkville a $5.0 million convertible promissory note for net proceeds of $4.7 million after a 7% original issue discount (the “December Yorkville Note”). During the nine months ended September 30, 2025, the Company issued 21.5 million shares of common stock to convert $5.0 million of the December Yorkville Note. As of September 30, 2025, the December Yorkville Note was fully converted.

On June 30, 2025, the Company and Yorkville entered into a supplemental agreement (the “SEPA Supplemental Agreement”) to increase the amount of convertible promissory notes allowed to be issued by $3.0 million (the “Additional Pre-Paid Advance Amount”). On June 30, 2025, the Company issued Yorkville a $3.0 million convertible promissory note for net proceeds of $2.9 million after a 5% original issue discount (the “June Yorkville Note”). The June Yorkville Note does not bear interest and matures on June 30, 2026. The June Yorkville Note is convertible into the Company’s common Stock at a conversion price equal to the lower of (i) $0.2932 per share (the “Fixed Price”), or (ii) a price per share equal to 95% of the lowest daily VWAP during the 5 consecutive trading days immediately prior to the conversion date (the “Variable Price”). The amounts of such conversions are limited to $0.8 million in any given calendar month unless the conversion price is above $0.2932 per share.

The Company elected the FVO to fair value the June Yorkville Note on the issuance date and will subsequently remeasure at the end of each reporting period. The estimated fair value of the June Yorkville Note on the issuance date was approximate $3.8 million. The Company recognized a loss of $0.8 million upon the issuance of the June Yorkville Note, which was calculated at the difference between the principal amount and the fair value of the note. During the nine months ended September 30, 2025, the Company issued 4.7 million shares of common stock to convert $1.1 million of the June Yorkville Note. As of September 30, 2025, the fair value of the remaining June Yorkville Note was $2.4 million, which was included in Convertible notes at fair value on the consolidated balance sheets.

For the three months ended September 30, 2025 and 2024, interest expense related to outstanding debt totaled approximately $2.6 million and $1.7 million including amortization of debt discounts totaling $0.4 million and $0.5 million, respectively.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

For the nine months ended September 30, 2025 and 2024, interest expense related to outstanding debt totaled approximately $6.0 million and $4.9 million including amortization of debt discounts totaling $1.3 million and $1.6 million, respectively.

8. Net Loss per Share Applicable to Common Stockholders

Basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the reporting period. Diluted loss per common share would be computed similar to basic loss per common share except that it reflects the potential dilution that could occur if dilutive securities or other obligations to issue common stock were exercised or converted into common stock. Because of the net loss from operations for each period, inclusion of such securities in the computation of loss per share would be anti-dilutive and thus they are excluded. Potentially dilutive weighted average common shares include common stock potentially issuable under the Company’s convertible notes and preferred stock, warrants and vested and unvested stock options.

The following securities were not included in the diluted net loss per share calculation because their effect was anti-dilutive as of the periods presented (in thousands):


	For the nine months ended
	September 30,
	2025	2024
Series C convertible preferred stock	20,454	31,613
Common stock options	317,268	316,926
Common stock warrants - equity classified	92,891	94,661
Convertible notes and accrued interest	198,307	58,746
Potentially dilutive securities	628,920	501,946

9. Related Party Transactions

Advent BioServices, Ltd. (“Advent”) was a related party based in the U.K., which carried out the Company’s product development, manufacturing, cryostorage and distribution on a contract services basis. As previously reported, the Company entered into an Agreement to acquire Advent on August 27, 2025, and the acquisition closed on October 24, 2025. Upon the closing, Advent became a wholly owned subsidiary. The following sections describe the contractual arrangements between the Company and Advent prior to the acquisition, and the operational activities and milestones pursuant to those contracts.

The Company had three operational programs with Advent: (a) an ongoing development and manufacturing program at the GMP facility in London, (b) an ongoing development and manufacturing program at the Sawston GMP facility, and (c) periodic specialized programs such as the program related to the MAA pre-requisites, drafting and submission. The Company also executed a SOW #8 covering the work required to establish the DCVax-Direct program in the U.K. and manufacture DCVax-Direct products for global use (see Note 13).

Each of the operational programs was covered by a separate contract. The ongoing manufacturing in the London facility was covered by a Manufacturing Services Agreement (“MSA”) entered into on May 14, 2018. The development and manufacturing program at the Sawston facility was covered by an Ancillary Services Agreement entered into on November 18, 2019. Each periodic specialized program was covered by an SOW that set forth the role and activities to be undertaken by Advent for that program, and provided for milestone payments upon completion of key elements of the program.

The Ancillary Services Agreement established a structure under which the Company and Advent negotiated and agreed upon the scope and terms for Statements of Work (“SOWs”) for facility development activities and compassionate use program activities, as well as for the periodic specialized programs. After an SOW was agreed and approved by the Company, Advent would proceed with, or continue, the applicable services and would invoice the Company pursuant to the SOW. Since both the facility development and the compassionate use program involved pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement was on the basis of costs incurred plus fifteen percent. The SOWs could involve ongoing activities or specialized one-time projects and related one-time milestone payments. The Ancillary Services Agreement was to end in July 2023, but the Company has extended the term year by year, to July 2024, to July 2025 and to July 2026.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

SOW 8

On November 8, 2024, the Company entered into a Statement of Work #8 (“SOW 8”) with Advent that was incorporated into the Ancillary Services Agreement that was originally entered into dated November 8, 2019 and was extended as described above. SOW 8 covered the work required to establish the DCVax-Direct program in the U.K and manufacture DCVax-Direct products for global use. Under SOW 8, the compensation consisted solely of one-time cash milestone payments for each stage of the work and Advent would only receive the compensation when the applicable work was successfully completed. (When the Company previously contracted with a different company for restart of DCVax-Direct manufacturing, the contract required payment as work was performed, regardless of whether the work was successful or not, as is typical for such contract services. The other company did not succeed in producing any DCVax-Direct products meeting the specifications.)

SOW 8 included the following 5 one-time milestones with corresponding milestone payments (which were only payable after the milestone had been achieved):

(a) Basic Technology Transfer, New SOPs & Regulatory Documents.

Review of documents, specifications and data from the prior DCVax-Direct program conducted by Cognate BioServices. Development of a new set of SOPs for DCVax-Direct production in Sawston and new regulatory documents for the UK. Initial implementation in Sawston; many engineering runs. Data generation for comparability analyses of both the process and the product. Milestone payment of £0.55 million (approximately $0.7 million) upon completion.

As of September 30, 2025, this milestone had been completed and paid.

(b) Process Development: TFF System vs. Other Systems.

Evaluation of the TFF system used in the prior DCVax-Direct manufacturing. Evaluation of the remaining TFF equipment from the prior program, parts needed to re-establish functional TFF systems, potential sourcing and timelines. Evaluation of remaining disposables from the prior program, requirements for new molds to enable new production of disposables (which are used for each manufacturing run with the TFF system), production arrangements for new disposables, development of new sealing method for disposables, potential sourcing and timelines for disposables. Identification and evaluation of commercially available systems to potentially substitute for TFF system. Engineering runs. Data generation for comparability analyses of TFF system vs. others. Milestone payment of £0.45 million (approximately $0.6 million) upon completion.

As of September 30, 2025, this milestone had been completed but had not yet been paid. The Company had an accrued liability of $0.6 million as of September 30, 2025 related to this milestone.

Worldwide search for sourcing of BCG (1 of 2 essential reagents/ingredients required for DCVax-Direct besides the DCs), due to a severe worldwide shortage. Evaluation of the BCG mechanism of action (MoA) in DCVax-Direct, search for other agents that could have similar MoA or effects, with similar safety profile too. Sourcing of other agents, testing and selection of other agents for a new DCVax-Direct product composition. Many engineering runs. Data generation for comparability analyses of new reagents vs BCG and new composition of DCVax-Direct vs prior composition. Milestone payment of £0.60 million (approximately $0.8 million) upon completion.

As of September 30, 2025, this milestone had been completed but had not yet been paid. The Company had an accrued liability of $0.8 million as of September 30, 2025 related to this milestone.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

(d) Technology Transfer: Clean Room Implementation.

After the choice of system (TFF vs commercial) and the choice of product composition are decided, development of new SOPs and transfer of production into the clean rooms. This includes pre-clean room engineering runs, establishment of critical quality attributes, and process performance qualifications. For technology transfer into the clean rooms, each employee operator individually must pass 3 consecutive and successful aseptic process simulations in the clean room and also 3 consecutive and successful PQQ runs at scale in the clean room; microbial analysis (sterility, endotoxin, mycoplasma all need to pass); growth promotion tests; validation of all equipment used after being placed in the clean room; validation of all cell analysis assays used via flow cytometry and validation of the fill and finish protocols. Milestone payment of £0.35 million (approximately $0.5 million) upon completion.

As of September 30, 2025, this milestone had been completed but had not yet been paid. The Company had an accrued liability of $0.5 million as of September 30, 2025 related to this milestone.

(e) New IMPD and New IND.

Draft a new IMPD (Investigational Medicinal Product Dossier) for the revised DCVax-Direct product composition and production process, containing all changes to the manufacturing system, reagents and product composition, processes, sources and/or Mechanism of Action vs. those used in the prior DCVax-Direct program. Also draft a new IND (CMC section), for the first clinical trial with the new manufacturing process and new product composition. Obtain the first approval or clearance of the new IND by a regulator. Milestone payment of £0.35 million (approximately $0.5 million) upon completion.

As of September 30, 2025, this milestone had not been fully completed. Advent had completed the new IND CMC section (comprising part of this milestone) but the new IND had not yet been submitted to and approved by regulators (comprising the other part of this milestone). The Company had an accrued liability of $0.4 million as of September 30, 2025 related to this milestone.

The following table summarizes total research and development costs from Advent for the three and nine months ended September 30, 2025 and 2024, respectively (in thousands).


	For the three months ended				For the nine months ended
	September 30,				September 30,
	2025		2024		2025		2024
Advent BioServices
Manufacturing cost in London		1,600	$	2,430		5,264	$	6,008
Manufacturing cost at Sawston facility		2,827		2,606		9,337		7,758
SOW 8 one-time milestones - Cash
Expensed and due, but unpaid (milestone complete) ⁽¹⁾		—		—		285		—
Expensed but unpaid, not yet due (milestone not yet complete) ⁽²⁾		25		—		293		—
Total	$	4,452	$	5,036	$	15,178	$	13,766

(1)	This covers one-time milestone: Technology transfer: clean room implementation. Other due and unpaid amounts have been accrued previously.

(2)	This covers a one-time milestone: Draft new IMPD (Investigational Medicinal Product Dossier) and new IND (CMC section), and obtain the first approval or clearance of the new IND by a regulator.

Advent BioServices Sublease Agreement

On December 31, 2021, the Company entered into a Sub-lease Agreement (the “Agreement”) with Advent (see Note 12).

During the three months ended September 30, 2025 and 2024, the Company recognized sub-lease income of $36,000 and $36,000, respectively.

During the nine months ended September 30, 2025 and 2024, the Company recognized sub-lease income of $109,000 and $109,000, respectively.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Related Party Accounts Payable

As of September 30, 2025 and December 31, 2024, there were outstanding unpaid accounts payable and accrued expenses owed to Advent as summarized in the following table (in thousands). These unpaid amounts are part of the Related Party expenses reported in the above section.


	September 30,		December 31,
	2025		2024
Advent BioServices - amount invoiced but unpaid	$	6,502	$	1,692
Advent BioServices - amount accrued but unpaid⁽¹⁾		3,339		2,760
Total payable and accrued, but unpaid to Advent BioServices	$	9,841	$	4,452

(1)

This includes $1.1 million represents the value of 1.5 million shares that were to become issuable to Advent, following final Board approval, for achievement of the one-time milestone for submission of the MAA application to MHRA on December 20, 2023. Such shares were not issued as of September 30, 2025, and the total value, previously recognized as stock compensation expense, was reclassified from Additional Paid-in-Capital to Accounts payable and accrued expenses to related parties and affiliates.

10. Preferred Stock

Series C Convertible Preferred Stock

During the nine months ended September 30, 2025, approximately 0.1 million Series C Shares with a book value of $1.8 million were converted into 3.3 million common shares at a ratio of 1:25.

The Company determined that the Series C Shares contain contingent redemption provisions allowing redemption by the holder upon certain defined events (“deemed liquidation events”). As the event that may trigger the redemption of the Series C Shares is not solely within the Company’s control, the Series C Shares are classified as mezzanine equity (temporary equity) in the Company’s condensed consolidated balance sheets.

11. Stockholders’ Deficit

Common Stock

During the nine months ended September 30, 2025, the Company received $17.3 million from the issuance of 78.5 million shares of common stock.

Stock Purchase Warrants

The following is a summary of warrant activity for the nine months ended September 30, 2025 (dollars in thousands, except per share data):


	Number of	Weighted Average		Remaining
	Warrants	Exercise Price		Contractual Term
Outstanding as of January 1, 2025	94,199	$	0.28	2.2
Warrants exercised for cash	(104)		0.23	—
Warrants expired and cancellation	(1,204)		0.34	—
Outstanding as of September 30, 2025	92,891	$	0.27	2.0

(1)	At September 30, 2025, of the approximately 93 million total outstanding warrants listed above, approximately 92 million warrants were under Blocker Letter Agreements or suspension agreements.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Warrant Modifications

During the nine months ended September 30, 2025, the Company amended certain warrants whereby, among other terms, the maturity dates were extended for an additional approximately 3-6 months. The value of these modifications was calculated using the Black-Scholes-Merton option pricing model based on the following weighted average assumptions.


	Post-modification			Pre-modification
Exercise price	$	0.28		$	0.28
Expected term (in years)		3.2			2.9
Volatility		77	%		78	%
Risk-free interest rate		3.8	%		3.8	%
Dividend yield		0	%		0	%

The incremental fair value attributable to the modified awards compared to the original awards immediately prior to the modification was calculated at $1.2 million for the nine months ended September 30, 2025, which was treated as a deemed dividend and is reflected as “Deemed dividend related to warrant modifications” in the accompanying condensed consolidated statement of operations and comprehensive loss.

Warrant Reclassification

As previously reported, on December 23, 2024, in connection with entering into a stock purchase agreement with an individual investor (the “Investor”), the Company amended the Investor’s existing 32.5 million warrants (the “Warrants”) by extending the maturity date and adding an additional restriction to the Investor’s exercisability. Because the Warrants could potentially be settled in cash based on events that are outside the control of the Company, that precluded application of the equity contract scope exception to the Warrants, and the Warrants are classified as a liability.

On July 26, 2025, the Company further extended the maturity date of the Warrants and the potential cash settlement provision was removed. As a result, the Company reclassed the Warrants from liability to equity as of the amendment date for total $3.3 million which represents the fair value of the Warrants as of the amendment date.

12. Commitments and Contingencies

Operating Lease- Lessee Arrangements

The Company has operating leases for corporate offices in the U.S. and U.K., and for manufacturing facilities in the U.K. Leases with an initial term of 12 months or less are not recorded in the balance sheet. The Company has elected the practical expedient to account for each separate lease component of a contract and its associated non-lease components as a single lease component, thus causing all fixed payments to be capitalized. The Company also elected the package of practical expedients permitted within the new standard, which among other things, allows the Company to carry forward historical lease classification. The lease renewal options have not been included in the calculation of the lease liabilities and right-of-use (“ROU”) assets as the Company has not yet determined whether to exercise the options. Variable lease payment amounts that cannot be determined at the commencement of the lease such as increases in lease payments based on changes in index rates or usage, are not included in the ROU assets or liabilities. These are expensed as incurred and recorded as variable lease expense.

The Company’s prior office lease in the U.K. expired in July 2025. In January 2025, the Company entered into an agreement for a new office lease in the U.K. to begin in late May 2025 (the “2025 U.K. Office Lease”). An additional document, involving a reconstitution schedule, was required in order to complete the lease arrangement. However, the Company decided not to take the space and the parties did not reach agreement on the reconstitution schedule. The Company entered into a side letter with the landlord on July 30, 2025 to finalize the lease exit terms. The Company is required to pay $0.1 million each quarter for a maximum of 2.5 years. Payment will stop upon the property being leased to a new tenant. The company recognized a loss contingency of $1.0 million related to the lease settlement. The Company will recognize any remaining unpaid lease liability as a gain contingency upon the early exit of the lease liability.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

The Company’s office lease in the U.S. would have expired in August 2024. However, on August 22, 2024, the Company extended its office lease in the U.S for an additional 2 years under an amended agreement. The Company recognized additional $0.4 million ROU assets and lease liabilities for its amended office lease in the U.S.

At September 30, 2025, the Company had operating lease liabilities of approximately $4.8 million for both the 20-year lease of the building for the manufacturing facility in Sawston, U.K., and the current office lease in the U.S. and ROU assets of approximately $4.3 million for the Sawston lease and U.S. office lease are included in the condensed consolidated balance sheet.

Operating Lease - Lessor Arrangements

On December 31, 2021, the Company entered into a Sub - lease Agreement (the “Agreement”) with Advent. The Agreement permits use by Advent of a portion of the space in the Sawston facility, which is leased by the Company under a separate head lease with a different counterparty (Huawei) that commenced on December 14, 2018. The Company subleased approximately 14,459 square feet of the 88,000 square foot building interior space, plus corresponding support space and parking. The lease payments amount under the Agreement are two times the amount payable by the Company under the head lease (which is currently £5.75 or approximately $7.73 per square foot based on exchange rate as of September 30, 2025), but subject to a cap of $10 per square foot. Accordingly, the monthly lease payments under the Sublease are based on $145,000 annually for 2025. The total lease payments paid by the Company to Huawei for the 88,000 square foot facility, exterior spaces and parking under the head lease are £550,000 (approximately $739,000) per year. The term of the Agreement shall end on the same date as the head lease term ends.

The following summarizes quantitative information about the Company’s operating leases (amount in thousands):


	For the nine months ended
	September 30, 2025
	U.K			U.S			Total
Lease cost
Operating lease cost	$	483		$	158		$	641
Short-term lease cost		27			—			27
Variable lease cost		—			11			11
Sub-lease income		(109)			—			(109)
Total	$	401		$	169		$	570

Other information
Operating cash flows from operating leases	$	(303)		$	(162)		$	(465)
Weighted-average remaining lease term – operating leases		6.7			0.6			—
Weighted-average discount rate – operating leases		12	%		12	%		—


	For the nine months ended
	September 30, 2024
	U.K			U.S			Total
Lease cost
Operating lease cost	$	470		$	191		$	661
Short-term lease cost		39			—			39
Variable lease cost		—			24			24
Sub-lease income		(109)			—			(109)
Total	$	400		$	215		$	615

Other information
Right of use assets exchanged for new operating lease liabilities	$	—		$	364		$	364
Operating cash flows from operating leases	$	(499)		$	(205)		$	(704)
Weighted-average remaining lease term – operating leases		7.2			1.5			—
Weighted-average discount rate – operating leases		12	%		12	%		—

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

The Company recorded lease costs as a component of general and administrative expense during the nine months ended September 30, 2025 and 2024, respectively.

Maturities of our operating leases, excluding short-term leases and sublease agreement, are as follows:


Three months ended December 31, 2025	$	316
Year ended December 31, 2026		889
Year ended December 31, 2027		699
Year ended December 31, 2028		699
Year ended December 31, 2029		699
Thereafter		6,269
Total		9,571
Less present value discount		(4,725)
Operating lease liabilities included in the Condensed Consolidated Balance Sheet at September 30, 2025	$	4,846

Maturities of our operating leases under the sublease agreement, are as follows:


Three months ended December 31, 2025	$	36
Year ended December 31, 2026		145
Year ended December 31, 2027		145
Year ended December 31, 2028		145
Year ended December 31, 2029		145
Thereafter		1,305
Total	$	1,921

Advent BioServices Services Agreement

On May 14, 2018, the Company entered into a DCVax®-L Manufacturing and Services Agreement (“MSA”) with Advent BioServices, a related party which was formerly part of Cognate BioServices and was spun off separately as part of an institutional financing of Cognate. The MSA provided for manufacturing of DCVax-L products at an existing facility in London. The MSA was structured in the same manner as the Company’s prior agreements with Cognate BioServices. The MSA provided for certain payments for achievement of milestones and, as was the case under the prior agreement with Cognate BioServices, the Company was required to pay certain fees for dedicated production capacity reserved exclusively for DCVax production and pay for manufacturing of DCVax-L products for a certain minimum number of patients, whether or not the Company fully utilized the dedicated capacity and number of patients. The MSA was to remain in force until five years after the first commercial sales of DCVax-L products pursuant to a marketing authorization, accelerated approval or other commercial approval, unless cancelled. Either party could terminate the MSA on twelve months’ notice, to allow for transition arrangements by both parties. During the notice period services would still be provided. Minimum required payments for this notice period were anticipated to total approximately £4.7 million ($6.4 million).

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

German Tax Matter

The German tax authorities have audited our wholly owned subsidiary, NW Bio GmbH, for 2013-2015. The NW Bio GmbH submitted substantial documentation to refute certain aspects of the assessments and the German tax authorities agreed in principle with the Company’s proposed revised approach and settlement offer. A final settlement bill was received from the German Tax Authority confirming that only a portion of the original bill was owed, €277,000 (approximately $329,000), for corporate taxes, interest, and reduced penalty for the period under audit, which the Company paid on September 2, 2021. The Company also received and paid the final settlement bill from the local authority for trade taxes for the audit period in the amount of €231,000 (approximately $272,000). On November 4, 2021, the Company received a letter from the local tax authorities asking for additional late fees of €513,000 (approximately $554,000) on reimbursable withholding taxes that had been waived during the settlement process. On December 8, 2021, the Company appealed the assessment of additional late fees. Additionally, the Company requested that NW Bio GmbH be deregistered from the trade register, as it no longer had current operations. The deregistration was granted effective December 31, 2021. Between January 2022 and July 2022, the Company received tax bills for the corporate and trade taxes for the 2016-2020 tax years that totaled approximately €222,000 (approximately $238,000). On July 27, 2022, the Company was informed that the German Tax Authorities were prepared to waive €135,000 (approximately $145,000) of the penalties. The Company offered to pay this reduced penalty if an extended payment plan was approved. A response was received dated November 14, 2022 indicating that the tax authority would not be able to grant a further deferral of payment of these penalties. In a letter dated December 27, 2022, the Leipzig tax authority sent letters to the former and current managing directors of NW Bio GmbH giving 30 days to respond to a tax liability questionnaire. Based on the responses to the liability questionnaires the tax authorities have currently not directed any further measures against former and current managing directors of NW Bio GmbH with respect to tax liability proceedings. On October 12, 2023 and January 16, 2024, the Company made €189,000 (approximately $201,000) and €189,000 (approximately $207,000) payments, respectively, regarding to the late payment penalty. As of September 30, 2025, the Company accrued for trade tax liability of €155,000 (approximately $181,000) and corporation tax of €99,000 (approximately $116,000). Based on the Company’s current operating state in Germany and the negotiations, the Company believes, based on its evaluation under ASC 740, that the resolution of these tax matters will not likely result in a net material charge to the Company.

Other Contingent Payment Obligations

During the nine months ended September 30, 2025, the Company exchanged $3 million from a previously executed non - dilutive financial instrument to a new convertible note (see Note 7). As of September 30, 2025, the Company had contingent payment obligations of $1.7 million, which are related to a gain contingency from non-dilutive funding agreements with various investors. These agreements are accounted for under ASC 470 and are recognized as contingent payment obligations on the Company’s condensed consolidated balance sheet. The Company’s payment obligations only apply when such are received by the Company.

13. Subsequent Events

On October 27, 2025, the Company entered into a Commercial Loan Agreement (the “October Commercial Loan”) with a commercial lender for an aggregate principal amount of $5.5 million. The October Commercial Loan bears interest at 8% per annum with a 22-month term. There are no principal repayments during the first eight months of the term. The October Commercial Loan will be amortized in 14 installments starting on June 26, 2026. The October Commercial Loan carries an original issue discount of $0.5 million.

On October 24, 2025, the Company closed the acquisition of Advent BioServices Ltd. (“Advent”). As a result of this acquisition, Advent is now a wholly owned subsidiary of NWBio. Though the acquisition of Advent, the Company is receiving all of Advent’s fixed assets, including extensive cryostorage and other equipment purchased by Advent over the last several years. Intellectual property and other intangibles that Advent had acquired are also included. The Company is not issuing any shares or other securities in connection with acquiring Advent. On the contrary, 19 million of the Company’s securities (13.5 million shares and 5.5 million options) that were previously issued to Advent as payment for contract services are reverting back to the Company along with the acquisition of the other Advent assets. The consideration for the acquisition will be paid in installments over two years, with potential acceleration after regulatory approval of the Company’s DCVax^®-L product. The consideration consists of a payment of £1.4 million (approximately $1.9 million) and payment of the net amount of accounts payable (“Net AP”) already due from the Company to Advent for services under existing contracts.

On October 9, 2025, the Company entered into an agreement with Lead Plaintiff F. Glenn Schaeffer (“Plaintiff”) for settlement of the Delaware Action. See Part II Item 1, Legal Proceedings, below.

Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

NOTES TO CONDENSED CONSOLIDATED STATEMENTS

Between October 1, 2025 and November 11, 2025, the Company issued approximately 6.8 million shares of common stock for proceeds of $1.4 million.

Between October 1, 2025 and November 11, 2025, the Company issued approximately 8.5 million shares of common stock to certain lenders in lieu of cash payments of $1.8 million of debt. The Company also issued 1.8 million shares of common stock to extinguish $0.4 million outstanding share liability.

Between October 1, 2025 and November 11, 2025, $1.1 million of convertible notes, including $0.1 million accrued interest were converted into 5.4 million shares of common stock pursuant to their conversion options.

Table of Contents

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes to those statements included with this report. In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those projected. The words “believe,” “expect,” “intend,” “anticipate,” and similar expressions are used to identify forward-looking statements, but some forward-looking statements are expressed differently. Many factors could affect our actual results, including those factors described under “Risk Factors” in our Form 10-K for the year ended December 31, 2024 and in Part II Item 1A of this report. These factors, among others, could cause results to differ materially from those presently anticipated by us. You should not rely upon on these forward-looking statements.

Overview

We are a biotechnology company focused on developing personalized immune therapies for cancer. We have developed a platform technology, DCVax®, which uses activated dendritic cells to mobilize a patient’s own immune system to attack their cancer.

Our lead product, DCVax®-L, is designed to treat solid tumor cancers in which the tumor can be surgically removed. We have completed a 331-patient international Phase III trial of DCVax-L for Glioblastoma multiforme brain cancer (GBM), published the results in the JAMA Oncology peer reviewed journal, and on December 20, 2023 we submitted a Marketing Authorization Application (MAA) for commercial approval in the U.K. We plan to conduct clinical trials of DCVax-L for other solid tumor cancers in the future, when resources permit. Our second product, DCVax®-Direct, is designed to treat inoperable solid tumors. A 40-patient Phase I trial has been completed, and included treatment of a diverse range of more than a dozen types of cancers. We plan to work on preparations for Phase II trials of DCVax-Direct as resources permit.

During the third quarter of 2025, the Company continued its progress on multiple fronts, including the following.

Management Change. The unexpected passing of the Company’s Senior Vice President and General Counsel necessitated a transition period while other personnel took on new and/or additional roles.

MAA Application. Much of the Company’s time and resources were devoted to active engagement in the MAA review process. The Company continued to work with large teams of consultants on this process. As is typical, and as the Company has previously stated, the Company does not plan to make any interim announcements while its MAA is going through the regulatory process. The Company plans to announce the results when the regulatory review and decision-making is finished.

Advent Acquisition. The Company negotiated an agreement to acquire Advent BioServices. The negotiations were completed and the acquisition agreement was entered into, with the closing to occur after certain conditions were fulfilled.

Development of the Sawston, UK Facility. The Company and Advent continued refining the design and engineering of the simplified C lab, and continued working with contractors to prepare for the construction works. The Company and Advent also continued working to source key equipment required for the C lab in ways to avoid the 10-12 month procurement backlog. For example, Advent was able to arrange for two major foundational pieces of equipment, which cost nearly $1 million each when purchased new. One of these pieces of equipment had been given up by another biotech company and the other was new; both were obtained for less than half price and without the 10-12 month procurement waiting time.

Manufacturing in the US for In-licensed Technologies. Based upon further assessments of the two candidate GMP manufacturing locations in the US which the Company had previously narrowed down to as finalists, the Company finalized its selection and undertook contract negotiations to secure the selected location and to allocate operational responsibilities. The Company continued the hiring process for personnel with the special types of expertise and prior experience needed for the initial core operating team for this location.

Potential Compassionate Use Programs in the US. The Company continued to explore the potential for expanded access/compassionate use in the US, particularly under state laws. The Company is pursing multiple potential hospital arrangements.

DCVax-Direct Program. The Company developed new DCVax-Direct clinical trial plans to supersede the clinical trials plans for which the IND packages were previously being developed, in order to take account of developments in the field. The manufacturing and product-related portions of the IND packages have already been completed. The Company is continuing its analyses to select additional

Table of Contents

treatment elements from the portfolios in-licensed from Roswell Park, Pittsburgh and others to include in the new clinical trial designs (e.g., pre-conditioning regimens before the dendritic cell therapy; booster agents accompanying the dendritic cell therapy; multiple routes of administration).

Litigation Progress. The discovery period continued in the Company’s lawsuit against certain market makers. The Company increased its pursuit of documents and information from the defendants, and anticipates further ramping up in the coming months. The Company also added counsel with substantial experience in market manipulation cases. The Company believes that the discovery process may yield very important information, and the Company plans to continue pursuing the case vigorously. See Part II Item 1, Legal Proceedings, below.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect our reported amounts of assets, liabilities, revenues and expenses.

On an ongoing basis, we evaluate our estimates and judgments, including those related to derivative liabilities, accrued expenses and stock-based compensation. We based our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the reported amounts of revenues and expenses that are not readily apparent from other sources. Actual results could differ from those estimates.

Our critical accounting policies and significant estimates are detailed in our Annual Report on Form 10-K for the year ended December 31, 2024. Our critical accounting policies and significant estimates have not changed substantially from those previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Results of Operations

Operating costs:

Our operating costs and expenses consist primarily of research and development (R&D) expenses. R&D expenses include clinical trial expenses, and increased costs after completion of a Phase III trial, especially for the extensive preparations, and teams of expert consultants, required for an application for product approval.

In addition to clinical trial and post-trial costs, our operating costs may include ongoing work relating to our DCVax products, including R&D, product characterization, manufacturing process development, quality control process development, and related matters. Additional substantial costs relate to the development and expansion of manufacturing capacity.

Our operating costs also include the costs of preparations for the launch of new or expanded clinical trial programs, such as our anticipated trials of combination treatment regimens. The preparation costs include payments to regulatory consultants, lawyers, statisticians, sites and others, evaluation of potential investigators, the clinical trial sites and the CROs managing the trials and other service providers, and expenses related to institutional approvals, clinical trial agreements (business contracts with sites), training of medical and other site personnel, trial supplies and other.

Our operating costs also include legal and accounting costs in operating the Company.

The foregoing operating costs include the costs for Flaskworks’ ongoing operations and intellectual property filings, and the operations of our subsidiaries in the U.K., the Netherlands and Germany.

Research and development:

R&D expenses include costs for substantial external scientific personnel, technical and regulatory advisers, and others, costs of laboratory supplies used in our internal research and development projects, travel, regulatory compliance, and expenditures for preclinical and clinical trial operation and management when we are actively engaged in clinical trials.

Table of Contents

Because we are a pre-revenue company, we do not allocate R&D costs on a project basis. We adopted this policy, in part, due to the unreasonable cost burden associated with accounting at such a level of detail and our limited number of financial and personnel resources.

General and administrative:

General and administrative expenses include personnel related salary and benefit expenses, cost of facilities, insurance, travel, legal services, property and equipment and amortization of stock options and warrants.

Three Months Ended September 30, 2025 and 2024

We recognized a net loss of $26.8 million and $19.4 million for the three months ended September 30, 2025 and 2024, respectively.

Research and Development Expense

For the three months ended September 30, 2025 and 2024, research and development expenses were $7.5 million and $8.1 million, respectively. The decrease in 2025 was primarily related to the decrease in manufacturing cost in the Specials-Compassionate Treatment program and stock-based compensation.

General and Administrative Expense

For the three months ended September 30, 2025 and 2024, general and administrative expenses were $7.1 million and $7.0 million, respectively. The expenses were consistent compared to the same period of last year.

Change in Fair Value of Derivatives

We recognized a non-cash loss of $3.3 million and a non-cash loss of $1.6 million for the three months ended September 30, 2025 and 2024, respectively. The non-cash revaluation loss in 2025 was mainly due to the amendment to certain liability classified warrants. The extension of the maturity date of the warrants increased the fair value of the warrants. The non-cash loss in 2024 was primarily due to the change of valuation inputs. The healthcare market yield curve rate that was used in the pricing model was significantly decreased as of September 30, 2024 compared to the value as of June 30, 2024.

Change in Fair Value of Convertible Notes

We recognized a non-cash loss of $15,000 and a non-cash gain of $3.1 million change in fair value of the convertible notes during the three months ended September 30, 2025 and 2024, respectively. The stock price was consistent as of September 30, 2025 and June 30, 2025. The non-cash gain resulted from the decrease of the Company’s stock price as of the date of re-measurement compared to the prior period.

Debt Extinguishment

We recognized approximately $4.0 million and $6.8 million debt extinguishment loss during the three months ended September 30, 2025 and 2024 from debt redemptions and debt amendments, respectively. The decrease during the three months ended September 30, 2025 compared to last year was due to the less fluctuation in the stock price.

Loss from Issuance of Debt

During the three months ended September 30, 2025, we recognized an $1.6 million loss from the issuance of three convertible notes, which we elected to account for under the FVO. The estimated fair value of the convertible notes on the issuance date was approximately $5.1 million, which resulted in a loss of $1.6 million calculated at the difference between the aggregate principal amount of $3.5 million and the fair value of these three convertible notes.

Table of Contents

Interest Expense

During the three months ended September 30, 2025 and 2024, we recognized interest expense of $2.6 million and $2.1 million, respectively. The increase in interest expense in 2025 was mainly related to an increase in outstanding debt balance.

Foreign currency transaction gain (loss)

During the three months ended September 30, 2025 and 2024, we recognized foreign currency transaction loss of $0.8 million and a gain of $2.8 million, respectively. The gain was due to the strengthening of the British pound sterling relative to the U.S. dollar and vice versa for the loss.

Nine months Ended September 30, 2025 and 2024

We recognized a net loss of $61.6 million and $55.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Research and Development Expense

For the nine months ended September 30, 2025 and 2024, research and development expenses were $23.2 million and $24.4 million, respectively. The decrease in 2025 was primarily related to the decrease in stock-based compensation and offset by increased cost related to MAA application at the MHRA and the resumption of DCVax-Direct production.

General and Administrative Expense

For the nine months ended September 30, 2025 and 2024, general and administrative expenses were $23.9 million and $24.8 million, respectively. The decrease was mainly related to a reduction in stock-based compensation and scientific conference expenses and offset by an increase in legal expenses.

Change in Fair Value of Derivatives

We recognized a non-cash loss of $1.3 million and a non-cash gain of $0.9 million for the nine months ended September 30, 2025 and 2024, respectively. The non-cash revaluation loss in 2025 was mainly due to the amendment to certain liability classified warrants. The extension of the maturity date of the warrants increased the fair value of the warrants. The non-cash gain in 2024 was primarily due to the decrease of our closing stock price as of September 30, 2025 and 2024 compared to December 31, 2024 and 2023.

Change in Fair Value of Convertible Notes

We recognized $6.1 million and $4.6 million non-cash gains from change in fair value of the convertible notes during the nine months ended September 30, 2025 and 2024, respectively. The non-cash gains resulted from the decrease of the Company’s stock price.

Debt Extinguishment

We recognized approximately $15.8 million and $9.9 million debt extinguishment loss during the nine months ended September 30, 2025 and 2024 from debt redemptions and debt amendments, respectively. The increase during the nine months ended September 30, 2025 compared to last year was due to multiple amendments on the existing convertible notes.

Loss from Issuance of Debt

During the nine months ended September 30, 2025, we recognized $2.4 million loss from the issuance of certain convertible notes, which we elected to account for under the FVO. The estimated fair value of these convertible notes on the issuance date was approximately $8.9 million, which resulted in a loss of $2.4 million calculated at the difference between the principal amount of $6.5 million and the fair value of these convertible notes.

Table of Contents

Interest Expense

During the nine months ended September 30, 2025 and 2024, we recognized interest expense of $6.0 million and $5.3 million, respectively. The increase in interest expense in 2025 was mainly related to an increase in outstanding debt balance.

Foreign currency transaction gain (loss)

During the nine months ended September 30, 2025 and 2024, we recognized foreign currency transaction gain of $4.7 million and $2.0 million, respectively. The gains were due to the strengthening of the British pound sterling relative to the U.S. dollar.

Liquidity and Capital Resources

We have experienced recurring losses from operations since inception. We have not yet established an ongoing source of material revenues and must cover our operating expenses through debt and equity financings to allow us to continue as a going concern. Our ability to continue as a going concern depends on the ability to obtain adequate capital to fund operating losses until we generate adequate cash flows from operations to fund our operating costs and obligations. If we are unable to obtain adequate capital, we could be forced to cease operations.

We depend upon our ability, and will continue to attempt, to secure equity and/or debt financing. We cannot be certain that additional funding will be available on acceptable terms, or at all. Our management determined that there was substantial doubt about our ability to continue as a going concern for at least one year after the annual consolidated financial statements were issued, and management’s concerns about our ability to continue as a going concern within the year following this report persist.

Cash Flow

Operating Activities

During the nine months ended September 30, 2025 and 2024, net cash outflows from operations were approximately $30 million and $36.8 million, respectively. The decrease in cash used in operating activities was primarily attributable to lower payments for clinical trial related expenditures, insurance costs and certain consulting expenditures.

Investing Activities

We spent approximately $0.6 million and $0.9 million in cash for the purchase of additional equipment and design, engineering and preparations for our build-out in Sawston, UK during the nine months ended September 30, 2025 and 2024, respectively. We also provided a short-term loan of approximately $0.3 million to an unrelated third party in the U.K.

Financing Activities

We received approximately $17.3 million and $10.0 million cash from issuance of 78.5 million and 33.5 million shares of common stock during the nine months ended September 30, 2025 and 2024, respectively.

We received approximately $8.2 million of cash from issuance of 0.8 million shares of Series C convertible preferred stock during the nine months ended September 30, 2024.

We received approximately $12.7 million and $9.9 million of cash from issuance of convertible notes to individual lenders during the nine months ended September 30, 2025 and 2024, respectively.

We received approximately $7.0 million of cash from the issuance of a loan from a commercial lender during the nine months ended September 30, 2025. We received approximately $12.0 million of cash from the issuance of a loan from a commercial lender during the nine months ended September 30, 2024.

We received approximately $23,000 and $1.5 million of cash from the exercise of warrants during the nine months ended September 30, 2025 and 2024, respectively.

We received $50,000 from issuance of non-dilutive funding agreements during the nine months ended September 30, 2024.

Table of Contents

We made aggregate debt payments of $1.3 million and $1.1 million during the nine months ended September 30, 2025 and 2024, respectively.

Other factors affecting our ongoing funding requirements include the number of staff we employ, the number of sites, number of patients and amount of activity in our clinical trial programs, the costs of further product and process development work relating to our DCVax products, the costs of preparations for Phase II trials, the costs of expansion of manufacturing, and unanticipated developments. The extent of resources available to us will determine which programs can move forward and at what pace.

Off-Balance Sheet Arrangements

Since our inception, we have not engaged in any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk represents the risk of loss that may result from the change in value of financial instruments due to fluctuations in its market price. Market risk is inherent in all financial instruments. Market risk may be exacerbated in times of trading illiquidity when market participants refrain from transacting in normal quantities and/or at normal bid-offer spreads. Our exposure to market risk is directly related to derivatives, debt and equity linked instruments related to our financing activities.

Our assets and liabilities are overwhelmingly denominated in U.S. dollars. We do not use foreign currency contracts or other derivative instruments to manage changes in currency rates. We do not now, nor do we plan to, use derivative financial instruments for speculative or trading purposes. However, these circumstances might change.

The primary quantifiable market risk associated with our financial instruments is sensitivity to changes in interest rates. Interest rate risk represents the potential loss from adverse changes in market interest rates. We use an interest rate sensitivity simulation to assess our interest rate risk exposure. For purposes of presenting the possible earnings effect of a hypothetical, adverse change in interest rates over the 12-month period from our reporting date, we assume that all interest rate sensitive financial instruments will be impacted by a hypothetical, immediate 100 basis point increase in interest rates as of the beginning of the period. The sensitivity is based upon the hypothetical assumption that all relevant types of interest rates that affect our results would increase instantaneously, simultaneously and to the same degree. We do not believe that our cash and equivalents have significant risk of default or illiquidity.

The sensitivity analyses of the interest rate sensitive financial instruments are hypothetical and should be used with caution. Changes in fair value based on a 1% or 2% variation in an estimate generally cannot be extrapolated because the relationship of the change in the estimate to the change in fair value may not be linear. Also, the effect of a variation in a particular estimate on the fair value of financial instruments is calculated independent of changes in any other estimate; in practice, changes in one factor may result in changes in another factor, which might magnify or counteract the sensitivities. In addition, the sensitivity analyses do not consider any action that we may take to mitigate the impact of any adverse changes in the key estimates.

Based on our analysis, as of September 30, 2025, the effect of a 100+/- basis point change in interest rates on the value of our financial instruments and the resultant effect on our net loss are considered immaterial.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation as of September 30, 2025, of the design and operation of our disclosure controls and procedures, as such terms are defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Based on this evaluation, management concluded that, as of such date, our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

No change in internal control over financial reporting occurred during the most recent quarter with respect to our operations, which materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Table of Contents

Part II - Other Information

Item 1. Legal Proceedings

On December 1, 2022, we filed a Complaint in the United States District Court for the Southern District of New York against certain market makers. The Complaint alleges that the defendants engaged in manipulation of the Company’s stock, in violation of the Securities Exchange Act of 1934 and common law fraud, over a period of years. On March 20, 2023, the defendants filed a Motion to Dismiss the Complaint. On April 10, 2023 we filed an Amended Complaint against Canaccord Genuity LLC, Citadel Securities LLC, G1 Execution Services LLC, GTS Securities LLC, Instinet LLC, Lime Trading Corp., and Virtu Americas LLC (Northwest Biotherapeutics Inc. v. Canaccord, et al., No. 1:22-cv-10185-GHW-GWG).

Following defendants’ filing of a new Motion to Dismiss (MTD) and various filings on both sides, an oral argument on defendants’ latest Motion to Dismiss was held on November 14, 2023. The Magistrate Judge issued an 85-page Recommendation and Results Opinion (R&R) for review by the Senior Judge. The Magistrate Judge found that the Company had adequately pled all of the elements of its claim of market manipulation, with the exception of producing enough details for calculating actual damages, known as loss causation. On that basis, he granted defendant’s motion to dismiss without prejudice, subject to the Company’s right to re-plead on just the question of loss causation, finding that such a filing would “not be futile”.

On February 14, 2024, the Senior Judge issued an opinion accepting all the recommendations and findings of the R&R, and gave the Company 30 days to file this limited repleading amendment on loss causation and damages no later than March 15, 2024. On March 15, 2024, the Company filed their more detailed repleading on loss causation and damages. At the end of March, defendants asked for the right to object to the Judge’s findings against them on December 29, 2023 and February 14, 2024. This motion was denied. The defendants then asked for leave to file a new MTD. That motion was granted with a 30-day filing requirement for defendants and a 30-day response time for the Company.

On May 1, 2024, the defendants’ filed a new MTD the Company’s amended re-pleading complaint, containing the new section on loss causation and damages. On May 31, 2024, the Company responded to the defendants’ new MTD, supporting the Magistrate Judge’s and Senior Judge’s previous opinions, and rejecting the defendants’ objections to the Company’s loss causation repleading and damage formulae.

On June 14, 2024, the defendants filed their last response to the Company’s comments on May 31, 2024, concerning the defendant’s latest MTD. They also asked the Court to schedule an oral argument on the issues raised by these last two filings. The Court never answered the defendants’ request for an oral argument. On January 31, 2025, the Magistrate Judge issued his second R&R dismissing in part the defendants latest MTD on the basis of plaintiff’s having met the requirements of dismissal based on short-term damages but did not approve it based on the pleadings to date based on longer-term damages.

On February 14, 2025, both Plaintiffs and Defendants filed their respective comments on this latest R&R from the Magistrate Judge and on February 28, 2025, each party filed comments on the other parties February 14, 2025 filings. On March 5, 2025, defendants once again filed a motion seeking an oral argument on the most recent issues raised in the Magistrate Judge’s R&R, and on March 6, 2025, Senior Judge Woods denied the motion in writing without prejudice.

On March 26, 2025, Senior Judge Woods issued his opinion adopting Magistrate Stein’s R&R. On April 4, 2025 the Court granted an extension to the defendants to respond to plaintiffs Second Amended Complaint by April 25, 2025.

This was followed on April 23, 2025 by an Initial Case Management Conference Order for June 5, 2025, requiring the submission of a Joint Proposed Case Management Plan no later than one week prior to the scheduled Conference. The Case Management Plan was approved by the Court and the parties proceeded into the discovery stage of the case.

Since that time, the parties have been engaged in fact discovery, including both document production and answers to Interrogatory questions.

The Company plans to continue its vigorous pursuit of this case.

Table of Contents

As previously disclosed, the Company and certain of its directors and officers have been engaged in litigation in Delaware concerning 2020 option grants since 2022 (the “Delaware Action”). In mid-September 2025, the parties to the Delaware Action engaged in mediation of all claims. On October 9, 2025, the Company entered into an agreement with Lead Plaintiff F. Glenn Schaeffer (“Plaintiff”) for settlement of the Delaware Action. The agreement was set forth in a binding Term Sheet, and was the culmination of approximately a year of negotiations. Under the terms of the agreement, 17% of the challenged 2020 options will be cancelled, and the Company’s insurance carriers will pay $2.25 million to the Company.

During the mediation process, the Plaintiff filed an amended complaint (filed publicly on October 14, 2025), as the Court had directed the Plaintiff to do in an Order dated February 14, 2025. The claims set forth in the amended complaint are also covered and resolved by the settlement set forth in the Term Sheet.

The parties to the Delaware Action are using their best efforts to complete the definitive settlement documentation. The Company understands that the Plaintiff intends to apply to the Court for an award of attorneys’ fees and expenses in connection with the litigation. The settlement and any award of fees and expenses are subject to approval by the Court. Under the terms of the settlement, the cash payment to the Company from the Company’s insurers is not to be used for any payment of a fee award. It is currently anticipated that the fee award will be paid separately by the Company’s insurers.

Item 1A. Risk Factors

Applicable risk factors are set forth in the Company’s report on Form 10-K for the fiscal year ended December 31, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Table of Contents

Item 6. Exhibits


21.1		Subsidiaries of the Registrant

21.2		Certificate of Incorporation on Change of Name

31.1		Certification of President (Principal Executive Officer and Principal Financial and Accounting Officer), Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of President, Chief Executive Officer and Principal Financial and Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document.

101.SCH		Inline XBRL Schema Document.

101.CAL		Inline XBRL Calculation Linkbase Document.

101.DEF		Inline XBRL Definition Linkbase Document.

101.LAB		Inline XBRL Label Linkbase Document.

101.PRE		Inline XBRL Presentation Linkbase Document.

104		The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2025, formatted in Inline XBRL (included as Exhibit 101).

* Filed herewith

** Furnished herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NORTHWEST BIOTHERAPEUTICS, INC

Dated: November 14, 2025	By:	/s/ Linda F. Powers
		Name:	Linda F. Powers


		Title:	President and Chief Executive Officer

			Principal Executive Officer
			Principal Financial and Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What were NWBO’s Q3 2025 results?

NWBO reported a Q3 net loss of $26.8 million on research and other revenue of $200,000. Operating expenses totaled $14.5 million.

How much cash did NWBO have at quarter‑end?

Cash and cash equivalents were $4.56 million as of September 30, 2025.

Did NWBO flag a going concern risk?

Yes. The company disclosed substantial doubt about its ability to continue as a going concern.

What financing actions occurred year‑to‑date?

NWBO raised $17.3 million from common stock issuance and converted $27.6 million of debt and interest into 107.0 million shares.

What is the status of NWBO’s debt?

Convertible notes at fair value were $50.6 million at quarter‑end; total liabilities were $125.9 million.

What major transaction did NWBO complete after Q3?

NWBO closed the acquisition of Advent BioServices on October 24, 2025.

How many NWBO shares are outstanding?

Common shares outstanding were 1,540,682,082 as of November 13, 2025.

[10-Q] NORTHWEST BIOTHERAPEUTICS INC Quarterly Earnings Report

Insights

FAQ

What were NWBO’s Q3 2025 results?

How much cash did NWBO have at quarter‑end?

Did NWBO flag a going concern risk?

What financing actions occurred year‑to‑date?

What is the status of NWBO’s debt?

What major transaction did NWBO complete after Q3?

How many NWBO shares are outstanding?

OTC:NWBO

NWBO Rankings

NWBO Latest News

NWBO Latest SEC Filings

NWBO Stock Data

Trending News

[10-Q] NORTHWEST BIOTHERAPEUTICS INC Quarterly Earnings Report

Insights

Biotech credit analyst negative

FAQ

What were NWBO’s Q3 2025 results?

How much cash did NWBO have at quarter‑end?

Did NWBO flag a going concern risk?

What financing actions occurred year‑to‑date?

What is the status of NWBO’s debt?

What major transaction did NWBO complete after Q3?

How many NWBO shares are outstanding?

OTC:NWBO

NWBO Rankings

NWBO Latest News

NWBO Latest SEC Filings

NWBO Stock Data