Northwest Biotherapeutics signs $4.9M note financing

Northwest Biotherapeutics, Inc. entered into a $4.9 million convertible promissory note with YA II PN, Ltd. The note has a 12‑month term, carries a 5% Original Issue Discount, bears no interest, and requires repayment of all outstanding amounts at maturity.

Rhea-AI Filing Summary

Northwest Biotherapeutics, Inc. entered into a $4.9 million convertible promissory note with YA II PN, Ltd. The note has a 12‑month term, carries a 5% Original Issue Discount, bears no interest, and requires repayment of all outstanding amounts at maturity. During its term, the holder may convert the note at a small discount to the then prevailing market price. The company plans to use the proceeds for general corporate purposes, including its lead product and in‑licensed portfolios.

The company and Yorkville also set up a new standby equity subscription agreement, available after the note is repaid or converted. It allows Northwest Biotherapeutics, at its discretion, to require Yorkville to subscribe for up to $50 million of common shares over a 24‑month term at a small discount to market. The company has no obligation to use this facility and can cancel it after the note is repaid or converted. Yorkville additionally received a warrant to purchase up to $2 million of shares at $0.205 per share, and the prior standby equity subscription agreement was cancelled.

8-K Event Classification

2 items: 1.01, 2.03

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Convertible note principal: $4.9 million Note term: 12 months Original Issue Discount: 5% +4 more

7 metrics

Convertible note principal $4.9 million Principal amount of convertible promissory note with YA II PN, Ltd.

Note term 12 months Term of the $4.9 million convertible promissory note

Original Issue Discount 5% Discount on issuance of the convertible note

Standby equity facility size $50 million Maximum aggregate amount of common shares Yorkville may subscribe for

Subscription term 24 months Duration of the standby equity subscription agreement

Warrant share value $2 million Maximum value of shares purchasable under warrant issued to Yorkville

Warrant exercise price $0.205 per share Exercise price for shares under the Yorkville warrant

Key Terms

convertible Promissory Note, Original Issue Discount, standby equity subscription agreement, warrant

4 terms

convertible Promissory Note financial

"entered into a $4.9 million convertible Promissory Note financing with YA II PN, Ltd."

A convertible promissory note is a loan a company takes now that can later be turned into shares instead of being repaid in cash. Think of it as lending money with the option to accept ownership in the business down the road; that matters to investors because it affects who gets paid first, how much ownership existing shareholders keep, and the company’s future valuation and cash needs. Terms such as conversion price, interest and maturity determine the financial impact.

Original Issue Discount financial

"The Note carries an Original Issue Discount of five percent but no interest."

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

standby equity subscription agreement financial

"The Company and Yorkville also entered into a standby equity subscription agreement"

warrant financial

"Yorkville also acquired a warrant to purchase up to $2 million of shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing did Northwest Biotherapeutics (NWBO) announce on July 29, 2026?

Northwest Biotherapeutics announced a $4.9 million convertible promissory note financing with YA II PN, Ltd. The 12‑month note carries a 5% Original Issue Discount, bears no interest, and is convertible at the holder’s option at a small discount to market price.

What are key terms of the $4.9 million convertible note for NWBO?

The note has a 12‑month term, a 5% Original Issue Discount, no interest, and full repayment due at maturity. During the term, the holder may convert the balance into common shares at a small discount to the then prevailing market price.

How does the standby equity subscription agreement affect Northwest Biotherapeutics (NWBO)?

The standby equity subscription agreement gives Northwest Biotherapeutics the option to require Yorkville to buy up to $50 million of common shares. This facility lasts 24 months, becomes available after the note is repaid or converted, can be cancelled by the company, and carries a small discount to market.

What are the terms of the warrant issued to Yorkville by NWBO?

Yorkville received a warrant to purchase up to $2 million of Northwest Biotherapeutics common shares at $0.205 per share. The warrant was issued in connection with the $4.9 million convertible note financing and the related standby equity subscription arrangement.

Does Northwest Biotherapeutics (NWBO) have to draw on the $50 million standby facility?

Northwest Biotherapeutics is not obligated to use the $50 million standby equity subscription facility with Yorkville. The company may choose whether to draw on it, can cancel the arrangement after the note is repaid or converted, and currently has no plans to use it.

How will Northwest Biotherapeutics (NWBO) use proceeds from the $4.9 million note?

Proceeds from the $4.9 million convertible note will be used for general corporate purposes at Northwest Biotherapeutics. This includes its lead product and its in‑licensed product portfolios, supporting ongoing development and related corporate activities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Available on EDGAR 07/31/2026 - 05:17 PM Accepted by SEC EDGAR 07/31/2026 - 05:17 PM Learn about SEC filing dates

false 0001072379 0001072379 2026-07-29 2026-07-29 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): July 29, 2026

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 1.01. Entry Into A Material Definitive Agreement.

On July 29, 2026, Northwest Biotherapeutics (OTCQB:NWBO) (the “Company” or “NW Bio”), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, entered into a $4.9 million convertible Promissory Note financing with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”). The term of the Note is 12 months. No payments by the Company are due until maturity. The Note carries an Original Issue Discount of five percent but no interest. Repayment of all outstanding amounts is due at maturity. The Note includes customary default provisions. During the term of the Note, it is convertible at the option of the holder, at a small discount to the then prevailing market price. The Company plans to use the proceeds for general corporate purposes, including both its lead product and its in-licensed portfolios.

The Company and Yorkville also entered into a standby equity subscription agreement (the “Subscription Agreement”) which the Company may use after the Note is repaid or converted. The prior standby equity subscription agreement was cancelled. Under this Subscription Agreement, NW Bio has the option, in its discretion, to require Yorkville to subscribe for up to $50 million of common shares in the Company at any time during the 24-month term of the Subscription Agreement at a small discount to the then prevailing market price, after the Note is repaid or converted. The Company has no obligation to make any such use of this arrangement, and the Company can cancel the arrangement at any time after the Note is repaid or converted. The Company has no current plans to draw upon this standby facility;  however, the Company believes it will be useful to have this facility available for special funding needs in connection with certain key potential upcoming milestones.

Yorkville also acquired a warrant to purchase up to $2 million of shares at $0.205 per share pursuant to the above transaction.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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: July 31, 2026	By:	/s/ Linda Powers
	Name:	Linda Powers
	Title:	Chief Executive Officer and Chairman

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB