Northwest Biotherapeutics (NWBO) adds $4.9M note and $50M equity facility
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.
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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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.