NWBO raises $5M via discount convertible note for UK facility

Rhea-AI Filing Summary

Northwest Biotherapeutics, Inc. entered into a $5 million convertible promissory note financing with YA II PN, Ltd. The company plans to use the cash for construction and equipment for its first Grade C manufacturing suite at its Sawston, UK facility, and for ongoing operations. The note has a 12-month term with no payments due until maturity, carries a 5% original issue discount, and does not bear interest.

During the term, the note is convertible at the holder’s option at a small discount to the then prevailing market price. Conversion amounts are generally limited to about one fifth of the $5 million note in any calendar month, unless the conversion price is above $0.29. The agreement includes customary default provisions.

Insights

Capital structure and financing analyst

$5M convertible note adds funding with potential share dilution over 12 months.

Northwest Biotherapeutics, Inc. has secured a $5 million convertible promissory note from YA II PN, Ltd. with a 5% original issue discount, a 12‑month term, and no cash interest. Proceeds are earmarked for building and equipping the first Grade C manufacturing suite at the Sawston, UK facility and for ongoing operations, tying this financing directly to manufacturing capacity and working capital.

The note is convertible at the holder’s option at a small discount to the prevailing market price, which introduces potential equity dilution. Conversions are generally capped at about one fifth of the overall note in any calendar month unless the conversion price exceeds $0.29, which moderates the pace of possible share issuance but still allows full conversion within the 12‑month term. The presence of customary default provisions is standard for this type of instrument.

Overall, this financing trades near‑term balance sheet flexibility for potential future dilution, with the impact depending on the stock price and the holder’s conversion behavior over the note’s 12‑month life.

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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): November 14, 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 1.01. Entry into a Material Definitive Agreement.

Loan Entered Into

On November 14, 2025 the Company entered into a $5 million convertible Promissory Note financing (the “Note”) with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP (“Yorkville”). The Company plans to use the financing proceeds for some of the construction and equipment costs for the first Grade C manufacturing suite in its Sawston, UK facility, as well as for ongoing Company operations.

The term of the Note is 12 months. No payments are due until maturity. The Note carries an Original Issue Discount of five percent but no interest. 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 amounts of such conversions are limited to approximately one fifth (1/5) of the overall Note amount in any given calendar month unless the conversion price is above $0.29.

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: November 20, 2025	By:	/s/ Linda Powers
	Name:	Linda Powers
	Title:	Chief Executive Officer and Chairman

FAQ

What type of financing did Northwest Biotherapeutics (NWBO) enter into?

Northwest Biotherapeutics, Inc. entered into a $5 million convertible promissory note financing with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP.

How will Northwest Biotherapeutics (NWBO) use the $5 million note proceeds?

The company plans to use the $5 million proceeds for construction and equipment for its first Grade C manufacturing suite at its Sawston, UK facility and for ongoing operations.

What are the key terms of NWBO’s new convertible promissory note?

The note has a 12‑month term, no payments due until maturity, a 5% original issue discount, no interest, and is convertible at the holder’s option at a small discount to the prevailing market price.

How are conversions under Northwest Biotherapeutics’ note limited?

Conversion amounts are generally limited to about one fifth of the overall $5 million note in any calendar month, unless the conversion price is above $0.29.

Who is the investor in Northwest Biotherapeutics’ $5 million note?

The investor is YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP.

Does the Northwest Biotherapeutics convertible note carry interest payments?

No. The note carries a 5% original issue discount but does not bear interest, and no payments are due until maturity.