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Northwest Bio (OTCQB: NWBO) closes Advent BioServices related-party deal

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Northwest Biotherapeutics, Inc. completed the acquisition of Advent BioServices Ltd., its UK-based contract development and manufacturing partner for the DCVax® product platform, making Advent a wholly owned subsidiary. The buyer and seller are related parties through the Company’s Chairperson and CEO, Linda Powers.

The consideration includes a purchase price of approximately $1.9 million (£1.4 million) plus payment of about $8.3 million of accounts payable owed to Advent, with certain excluded payables of about $0.7 million retained by the seller. Payments are due in installments over two years, starting three months after closing, with unpaid balances accruing 7.5% annual interest.

At closing, Advent returned 12 million Northwest Biotherapeutics common shares and 5.5 million stock options previously issued for services; the shares were retired to treasury and the options cancelled. The Company also obtained an SEC waiver under Rule 3-13 of Regulation S-X, so it will not provide separate Advent financial statements or pro forma financial information for this acquisition.

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Insights

Northwest Bio folds key CDMO into its structure via a related-party deal with staged cash outlays.

Northwest Biotherapeutics is acquiring long-time manufacturing partner Advent BioServices, which supports the DCVax®-L program, for a purchase price of about $1.9 million plus roughly $8.3 million of existing payables. Payments occur over two years, starting three months after closing, with 7.5% annual interest on unpaid balances.

The acquisition is a related party transaction because CEO Linda Powers controls the seller, Toucan Holdings LLC. The filing states it was reviewed and approved under the company’s related-party policies, and Advent becomes a wholly owned subsidiary, bringing its development and manufacturing operations inside the corporate structure.

At closing, Advent returned 12 million common shares and 5.5 million stock options previously issued as service compensation; the shares were retired and options cancelled, reducing outstanding equity incentives tied to Advent. The SEC also granted a Rule 3-13 waiver, so investors will not see separate Advent financials or pro forma data for this acquisition in connection with this event.

Item 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Purchase price approximately $1.9 million (£1.4 million) Cash purchase price for Advent BioServices
Accounts payable to Advent approximately $8.3 million Net payables owed by Northwest Biotherapeutics for prior services
Excluded payables retained by seller approximately $0.7 million Accounts payable for non-company matters retained by Toucan Holdings LLC
Installment period two years Acquisition consideration payable over two years starting three months after closing
Interest rate on unpaid balance 7.5% annually Interest on any unpaid installment amounts
Common shares returned 12 million shares Shares issued to Advent that were returned and retired to treasury
Options cancelled 5.5 million options Company stock options returned by Advent and cancelled at closing
contract development and manufacturing organization (CDMO) financial
"Advent BioServices Ltd. ("Advent"), a United Kingdom-based contract development and manufacturing organization (CDMO)"
A contract development and manufacturing organization (CDMO) is a company that develops and produces drugs, vaccines or other medical products for other firms, handling steps from formulation and testing to large-scale manufacturing and quality control. Investors care because CDMOs function like outsourced specialized factories and development partners: their revenue grows when many clients need production capacity or development expertise, so their performance signals broader industry demand and is tied to regulatory approvals and client programs.
Rule 3-13 under Regulation S-X regulatory
"the Company obtained from the Securities and Exchange Commission, pursuant to its authority under Rule 3-13 under Regulation S-X, a waiver"
Rule 3-05 of Regulation S-X regulatory
"a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements of Advent"
Article 11 of Regulation S-X regulatory
"a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements of Advent"
pro forma financial information financial
"and pro forma financial information relating to the acquisition. Accordingly, the Company will not provide such pro forma information"
Pro forma financial information are adjusted financial numbers that show how a company’s results might look after a specific event or after removing one-time items, like a cleaned-up or “what if” version of its earnings. Investors use these figures to compare performance, judge future profitability, or evaluate the impact of mergers, restructurings or large transactions, but they require scrutiny because adjustments can make results look rosier than standard accounting statements.

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FAQ

What did Northwest Biotherapeutics (NWBO) acquire in this transaction?
Northwest Biotherapeutics acquired Advent BioServices Ltd., a UK-based contract development and manufacturing organization (CDMO) that had been providing development, manufacturing, cryostorage, and distribution services for the company’s DCVax® product platform under various service agreements. Following the transaction, Advent became a wholly owned subsidiary.

How much is Northwest Biotherapeutics (NWBO) paying for Advent BioServices?
The consideration includes a purchase price of approximately $1.9 million (£1.4 million) plus about $8.3 million of accounts payable owed by Northwest Biotherapeutics to Advent for prior services. Certain excluded payables of roughly $0.7 million were retained by the seller, Toucan Holdings LLC.

How will Northwest Biotherapeutics (NWBO) pay the Advent acquisition consideration?
The consideration will be paid in installments over two years, beginning three months after the October 24, 2025 closing date. Any unpaid installment balances will accrue interest at an annual rate of 7.5%, spreading the Company’s cash obligations over a defined post-closing period.

What happened to the NWBO shares and options previously issued to Advent?
At closing, Northwest Biotherapeutics received back 12 million shares of its common stock and 5.5 million stock options that had been issued to Advent as compensation for services. The company retired the returned shares to treasury and cancelled the returned options, reducing these equity instruments.

Why will NWBO not provide pro forma financials for the Advent acquisition?
Northwest Biotherapeutics obtained an SEC waiver under Rule 3-13 of Regulation S-X from the requirements of Rule 3-05 and Article 11. As a result, it is not required to provide separate Advent financial statements or pro forma financial information for the acquisition under Item 9.01 of Form 8-K.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

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

 

Date of report (Date of earliest event reported): October 24, 2025

 

Northwest Biotherapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware   0-35737   94-3306718
(State or other jurisdiction   (Commission   (IRS Employer
of incorporation)   File Number)   Identification No.)

 

4800 Montgomery Lane, Suite 800

Bethesda, Maryland 20814

(Address of Principal Executive Offices)

 

(240) 497-9024

(Registrant’s telephone number, including area code)

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.l4a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240. l3e-4(c))

 

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

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240. l2b-2 of this chapter).

 

Emerging Growth Company ¨

 

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. ¨

 

 

  

 

 

 

Item 2.01.Completion of Acquisition or Disposition of Assets.

 

As previously announced, on October 24, 2025 (the “Closing Date”), Northwest Biotherapeutics, Inc. (the “Company”) completed the acquisition of Advent BioServices Ltd. (“Advent”), a United Kingdom-based contract development and manufacturing organization (CDMO), from Toucan Holdings LLC (the “Seller”), pursuant to an acquisition agreement dated as of August 27, 2025.

 

Prior to the acquisition, Advent provided the Company with product development, manufacturing, cryostorage and distribution services for the Company’s DCVax® product platform pursuant to various service agreements. Following the acquisition, Advent became a wholly owned subsidiary of the Company.

 

The consideration for the acquisition is payable in installments over two years, beginning 3 months after the Closing Date, with potential acceleration after regulatory approval of the Company’s DCVax®-L product. The consideration for the acquisition consists of a purchase price of approximately $1.9 million (£1.4 million) and payment of the then outstanding net amount of accounts payable owed by the Company to Advent for manufacturing and related services already provided under services contracts prior to the acquisition, totaling approximately $8.3 million. Certain excluded amounts (relating to accounts payable for non-Company matters prior to the acquisition date) were retained by the Seller, totaling approximately $0.7 million. The unpaid balance of installment payments will accrue interest at 7.5% annually.

 

At closing, the Company received back 12 million shares of the Company’s common stock and 5.5 million Company stock options, which were previously issued to Advent as compensation for services. The returned shares were retired to the Company’s treasury and the options were cancelled.

  

The acquisition constitutes a related party transaction, because the Company’s Chairperson, Chief Executive Officer, and President, Linda Powers, is the controlling member of the Seller. The transaction was reviewed and approved in accordance with the Company’s related-party transaction policies.

 

In connection with the acquisition, the Company obtained from the Securities and Exchange Commission, pursuant to its authority under Rule 3-13 under Regulation S-X, a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements of Advent under Rule 3-05 of Regulation S-X and pro forma financial information relating to the acquisition. Accordingly, the Company will not provide such pro forma information under Item 9.01 of Form 8-K.

 

 

 

 

SIGNATURE

 

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 hereunto duly authorized.

 

  NORTHWEST BIOTHERAPEUTICS, INC.
     
     
Date: April 7, 2026 By: /s/ Linda Powers
  Name: Linda Powers
  Title: Chief Executive Officer and Chairman

 

 

 

Source: View Original Filing on SEC EDGAR

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