NWBO settles option case: 17% canceled, $2.25M insurance payment

Northwest Biotherapeutics (NWBO) announced a settlement agreement, set out in a binding Term Sheet, to resolve Delaware Court of Chancery litigation over 2020 option awards to management and directors.

Rhea-AI Filing Summary

Northwest Biotherapeutics (NWBO) announced a settlement agreement, set out in a binding Term Sheet, to resolve Delaware Court of Chancery litigation over 2020 option awards to management and directors. Under 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.

The parties will use best efforts to complete definitive settlement documents within thirty days, and the settlement is subject to Court approval. The Lead Plaintiff intends to apply for an award of attorneys’ fees and expenses. Under the settlement, the $2.25 million payment is not to be used for any fee award; it is currently anticipated that any fee award will be paid separately by the Company’s insurers.

Insights

Litigation & Corporate Governance Analyst

Settlement cancels options and adds insurance cash; pending court approval.

The agreement resolves litigation tied to 2020 option grants by cancelling 17% of the challenged options and delivering an insurance-funded payment of $2.25 million to the company. This is documented in a binding Term Sheet after mediation.

The settlement and any attorneys’ fee award require approval by the Delaware Court of Chancery. The cash payment is designated not to fund fees; it is anticipated that insurers will cover any fee award separately.

Execution depends on definitive documentation targeted within thirty days and the Court’s approval. Actual impact will hinge on final terms entered by the Court.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

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

What did NWBO announce regarding the 2020 option litigation?

NWBO reached a settlement under a binding Term Sheet to resolve Delaware litigation over 2020 option awards.

How many options are affected in NWBO’s settlement?

The settlement provides that 17% of the challenged 2020 options will be cancelled.

How much cash will NWBO receive under the settlement?

The Company’s insurance carriers will pay $2.25 million to the Company.

Is the settlement final for NWBO (NWBO)?

No. The settlement and any fee award are subject to Court approval.

Will the $2.25 million be used to pay attorneys’ fees?

No. The settlement specifies the $2.25 million is not to be used for any fee award.

Who is expected to pay any attorneys’ fee award in the NWBO case?

It is currently anticipated that the Company’s insurers will pay any fee award separately.

What is the expected timing for definitive settlement documents?

The parties will use best efforts to complete definitive settlement documentation within thirty days.

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

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Accepted by SEC EDGAR 10/14/2025 - 02:22 PM Learn about SEC filing dates

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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 9, 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 240.14a-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 13e-4(c) under the Exchange Act (17 CFR 240.13e-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 (§240.12b-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 8.01. Other Events.

On October 9, 2025, the Company entered into an agreement with Lead Plaintiff F. Glenn Schaeffer (“Plaintiff”) for settlement of litigation pending in the Delaware Court of Chancery relating to option awards made in 2020 to Company management and directors. The agreement was set forth in a binding Term Sheet, and was the culmination of approximately a year of negotiations and a mediation in mid-September. 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 litigation will use their best efforts to complete the definitive settlement documentation within thirty days. 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.

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: October 14, 2025	By:	/s/ Linda Powers
	Name:	Linda Powers
	Title:	Chief Executive Officer and Chairman