[8-K] NORTHWEST BIOTHERAPEUTICS INC Reports Material Event

Rhea-AI Filing Summary

Northwest Biotherapeutics (NWBO) closed its acquisition of Advent BioServices, which is now a wholly owned subsidiary. The deal transfers Advent’s fixed assets, including extensive cryostorage and related equipment, plus intellectual property and other intangibles, to NWBO.

No new shares are being issued. Instead, 19 million previously issued NWBO securities are reverting to the company, comprising 13.5 million shares and 5.5 million options. Cash consideration consists of a payment of £1.4 million and the net amount of accounts payable due to Advent for prior services. Payments will be made in installments over two years, with potential acceleration after regulatory approval of DCVax-L. Installments begin 90 days after the October closing, and the net accounts payable is determined as of the closing date.

Insights

Biotech M&A and Capital Structure Analyst

Acquisition closes with no dilution and staged cash payments.

NWBO completed the Advent BioServices acquisition, gaining manufacturing-related assets (notably cryostorage) and intellectual property. The structure is equity-light: the company explicitly states it is not issuing new shares, while 19 million previously issued securities (13.5 million shares and 5.5 million options) revert to NWBO.

Cash obligations are defined: a £1.4 million payment plus the net accounts payable owed to Advent for prior services. Payments occur in installments over two years, beginning 90 days after the October closing, with potential acceleration tied to regulatory approval of DCVax-L.

The arrangement may aid liquidity management via staged payments, while the reversion of securities affects the capital base mechanically. Actual cash outflow timing hinges on the installment schedule and any approval-triggered acceleration.

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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 240.14a-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 1.01.  Entry Into Material Definitive Agreement.

Northwest Biotherapeutics, Inc. (OTCQB:NWBO) (the “Company” or “NWBio”), a biotechnology company developing DCVax^® personalized immune therapies for solid tumor cancers, announced that its acquisition of Advent BioServices Ltd. (“Advent”) has closed. As a result of this acquisition, Advent is now a wholly owned subsidiary of NWBio.

As previously announced, through the acquisition of Advent, NWBio is receiving all of Advent’s fixed assets, including extensive cryostorage and other equipment purchased by Advent over the last several years. Intellectual property and other intangibles that Advent had acquired are also included.

The Company is not issuing any shares or other securities in connection with acquiring Advent. On the contrary, 19 million NWBio securities (13.5 million shares and 5.5 million options) that were previously issued to Advent as payment for contract services are reverting back to the Company along with the acquisition of the other Advent assets.

The consideration for the acquisition will be paid in installments over two years, with potential acceleration after regulatory approval of the Company’s DCVax^®-L product. The consideration consists of a payment of £1.4 million and payment of the net amount of accounts payable (“Net AP”) already due from the Company to Advent for services under existing contracts. The acquisition agreement was updated to provide that the installment payments will not begin until 90 days after the October closing, rather than 90 days after the August agreement, and the Net AP is likewise being determined as of the closing date.

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 30, 2025	By:	/s/ Linda Powers
	Name:	Linda Powers
	Title:	Chief Executive Officer and Chairman

FAQ

What did Northwest Biotherapeutics (NWBO) announce in its 8-K?

NWBO closed its acquisition of Advent BioServices, making Advent a wholly owned subsidiary and acquiring its fixed assets and intellectual property.

Did NWBO issue new shares to acquire Advent BioServices?

No. NWBO stated it is not issuing any shares; 19 million previously issued securities (13.5 million shares and 5.5 million options) revert to the company.

What is the consideration NWBO will pay for Advent?

A payment of £1.4 million plus the net amount of accounts payable already due to Advent for services under existing contracts.

How and when will the acquisition payments be made?

Payments will be made in installments over two years, beginning 90 days after the October closing; the net accounts payable is determined as of the closing date.

What could accelerate the payment schedule?

The filing states potential acceleration after regulatory approval of DCVax-L.

What assets did NWBO gain through the acquisition?

All of Advent’s fixed assets, including extensive cryostorage and other equipment, as well as intellectual property and other intangibles.