Northwest Biotherapeutics (NWBO) investors approve share hike, auditor and pay

Rhea-AI Filing Summary

Northwest Biotherapeutics, Inc. reported the results of its annual stockholder meeting held on December 29, 2025. A quorum was reached, with 1,192,487,345 shares representing 77.4% of the total combined voting power present in person or by proxy.

Stockholders, voting common and preferred shares as a single class, elected Pat Sarma to a new three-year term as a Class II director and ratified Cherry Bekaert LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025.

They also approved an amendment to the Certificate of Incorporation to increase authorized common stock from 1,700,000,000 to 2,600,000,000 shares, and gave advisory approval to the Company’s executive compensation. On December 30, 2025, the Company filed the Certificate of Amendment in Delaware to effect the authorized share increase.

Insights

Capital structure and governance analyst

Shareholders approved more authorized stock and endorsed all proposals.

Northwest Biotherapeutics obtained stockholder approval at its December 29, 2025 annual meeting for all four proposals, including governance, audit, capital structure, and compensation matters. Turnout was substantial, with 1,192,487,345 shares representing 77.4% of total combined voting power participating.

The increase in authorized common stock from 1,700,000,000 to 2,600,000,000 shares expands the company’s flexibility to issue additional equity in the future, subject to any further approvals or actions that may be required. The company filed a Certificate of Amendment in Delaware on December 30, 2025 to implement this change.

Stockholders also elected Pat Sarma to a three-year term as a Class II director, ratified Cherry Bekaert LLP as auditor for the year ending December 31, 2025, and provided advisory support for executive compensation, indicating broad backing for existing governance and compensation structures in this voting cycle.

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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): December 29, 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 I 4a-I 2 under the Exchange Act (17 CFR 240.l 4a-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 l 3e-4(c) under the Exchange Act (17 CFR 240. l 3e-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. l 2b-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 5.07. Submission of Matters to a Vote of Security Holders.

Northwest Biotherapeutics, Inc. (the “Company”) held an annual meeting of stockholders on December 29, 2025 (the “Annual Meeting”), at which a quorum was present. The number of shares represented and voting in person or by proxy at the Annual Meeting was 1,192,487,345, representing 77.4% of the total combined voting power of all outstanding voting shares on the record date for the Annual Meeting.

At the Annual Meeting, the stockholders voted on four matters: (1) the election of Mr. Pat Sarma as a Class II member of the Board of Directors for a term of three years; (2) ratification of the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) approval of an amendment to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”), from 1,700,000,000 to 2,600,000,000 (the “Common Stock Increase Amendment”) and (4) to approve, on an advisory basis, the Company’s executive compensation.

Each share of Common Stock entitled the record holder to one vote on each matter to be voted upon at the Annual Meeting. Each share of Preferred Stock entitled the record holder to 25 votes on each matter to be voted upon at the Annual Meeting.

Proposal No. 1. Election of Directors. 

The common and preferred stockholders, voting as a single class, approved the election of Mr. Pat Sarma for a new three-year term as Class II member of the Board of Directors. The votes regarding Mr. Pat Sarma were as follows: 

For		Against		Withheld		Broker Non-Votes
739,207,750		0		172,286,240		280,993,355
(81.1%)		N/A		(18.9%)		N/A

Proposal No. 2. Ratification of Appointment of Registered Public Accounting Firm.

The common and preferred stockholders, voting as a single class, ratified the appointment of Cherry Bekaert LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes regarding appointment of Cherry Bekaert were as follows: 

For		Against		Abstained		Broker Non-Votes
1,143,100,380		38,271,749		11,115,216		0
(93.76%)		(3.24%)		N/A		N/A

Proposal No. 3. Approval of Common Stock Increase Amendment.

The common and preferred stockholders, voting together as a single class, approved the Common Stock Increase Amendment to increase the number of authorized shares of Common Stock as follows:

For		Against		Abstained		Broker Non-Votes
1,056,740,073		122,050,303		13,696,969		280,993,355
(89.65%)		(10.35%)		N/A		N/A

Proposal No. 4. Advisory Vote on Executive Compensation.

The common and preferred stockholders, voting as a single class, approved the Company’s executive compensation. The votes regarding approval were as follows: 

For		Against		Abstained		Broker Non-Votes
667,767,433		196,915,765		46,810,792		280,993,355
(77.23%)		(22.77%)		N/A		N/A

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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 30, 2025, the Company filed a Certificate of Amendment of its Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of the State of Delaware, which effected an increase in the Company’s authorized shares of common stock, from 1,700,000,000 to 2.600,000,000, par value $0.001 per share. The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is included as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
3.1	Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Northwest Biotherapeutics, Inc.
104	Cover Page Interactive Data File (embedded with the Inline XBRL document).

3/3

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: January 2, 2026	By:	/s/ Linda Powers
	Name:	Linda Powers
	Title:	Chief Executive Officer and Chairman

FAQ

What did Northwest Biotherapeutics (NWBO) shareholders approve at the 2025 annual meeting?

At the December 29, 2025 annual meeting, stockholders approved the election of Pat Sarma as a Class II director for three years, ratified Cherry Bekaert LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025, approved an increase in authorized common stock from 1,700,000,000 to 2,600,000,000 shares, and gave advisory approval to the Company’s executive compensation.

How many voting shares participated in the Northwest Biotherapeutics (NWBO) 2025 annual meeting?

A total of 1,192,487,345 shares were represented and voting in person or by proxy at the annual meeting, representing 77.4% of the total combined voting power of all outstanding voting shares on the record date.

What change was made to Northwest Biotherapeutics (NWBO) authorized common stock?

Stockholders approved a Common Stock Increase Amendment that raised authorized common stock from 1,700,000,000 to 2,600,000,000 shares of common stock, par value $0.001 per share. A Certificate of Amendment reflecting this increase was filed in Delaware on December 30, 2025.

Who was elected to the Northwest Biotherapeutics (NWBO) Board of Directors at the 2025 annual meeting?

Common and preferred stockholders, voting together as a single class, elected Mr. Pat Sarma to a new three-year term as a Class II member of the Board of Directors.

Which accounting firm did Northwest Biotherapeutics (NWBO) shareholders ratify for fiscal 2025?

Stockholders ratified the appointment of Cherry Bekaert LLP as Northwest Biotherapeutics’ independent registered public accounting firm for the fiscal year ending December 31, 2025.

Was Northwest Biotherapeutics (NWBO) executive compensation approved by shareholders?

Yes. In an advisory vote, common and preferred stockholders, voting as a single class, approved the Company’s executive compensation at the annual meeting.

When did Northwest Biotherapeutics (NWBO) file the amendment to increase authorized shares?

Northwest Biotherapeutics filed the Certificate of Amendment of its Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on December 30, 2025, effecting the increase in authorized common shares to 2,600,000,000.