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Filing Details

Accession Number:: 0001144204-14-075185
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-12-19 21:09:30
Reporting Period:: 2008-12-22

Filing Date:: 2014-12-19
Accepted Time:: 2014-12-19 21:09:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1072379	Northwest Biotherapeutics Inc	NWBO	Pharmaceutical Preparations (2834)	943306718

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1289624	F Linda Powers	4800 Montgomery Lane, Suite 800 Bethesda MD 20814	Chairperson, Ceo	Yes	Yes	Yes	No
1289627	Toucan General Ii, Llc	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1289628	Jr. F Robert Hemphill	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1344441	Toucan Partners, Llc	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1626842	Toucan Capital Fund Iii, L.p.	4800 Montgomery Lane, Suite 800 Bethesda MD 20814		No	No	Yes	No
1626920	Cognate Bioservices, Inc.	7513 Connelley Drive Hanover MD 21076		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.001 Per Share ("Common Stock")	Acquisiton	2009-09-28	5,783,589	$0.20	5,783,589	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2009-09-28	2,763,691	$0.20	8,547,280	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2009-09-30	750,000	$0.20	3,322,710	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2009-09-30	1,762,500	$0.20	10,309,780	No	4	P	Indirect	See Footnote
Common Stock	Acquisiton	2010-07-02	866,667	$0.75	3,439,377	No	4	A	Indirect	See Footnote
Common Stock	Acquisiton	2010-07-31	8,466	$0.20	10,318,246	No	4	P	Indirect	See Footnote
Common Stock	Disposition	2010-08-12	2,250,000	$0.62	8,068,246	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2010-09-30	19,299,486	$0.00	0	No	4	J	Indirect	See Footnote
Common Stock	Acquisiton	2010-09-30	12,866,324	$0.00	12,866,324	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2010-10-09	120,000	$0.17	7,948,246	No	4	J	Indirect	See Footnote
Common Stock	Disposition	2011-02-02	860,000	$1.08	7,088,246	No	4	S	Indirect	See Footnote
Common Stock	Acquisiton	2011-10-28	2,016,667	$0.27	9,104,913	No	4	C	Indirect	See Footnote
Common Stock	Acquisiton	2011-10-28	46,000,000	$0.20	46,000,000	No	4	J	Direct
Common Stock	Acquisiton	2011-11-01	750,000	$0.00	9,854,913	No	4	C	Indirect	See Footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	A	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	A	Indirect	See Footnote
No	4	P	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	J	Indirect	See Footnote
No	4	S	Indirect	See Footnote
No	4	C	Indirect	See Footnote
No	4	J	Direct
No	4	C	Indirect	See Footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Warrants	Acquisiton	2008-12-22	132,500	$0.00	132,500	$0.40
Common Stock	6% Convertible Promissory Notes	Acquisiton	2009-06-30	0	$1,300,000.00	6,500,000	$0.20
Common Stock	Warrants	Acquisiton	2009-09-28	690,000	$0.00	690,000	$0.20
Common Stock	Warrants	Acquisiton	2009-09-28	152,375	$0.00	152,375	$0.20
Common Stock	Warrants	Acquisiton	2009-09-28	513,841	$0.00	513,841	$0.40
Common Stock	Warrants	Acquisiton	2010-07-02	86,667	$0.00	86,667	$0.75
Common Stock	Warrants	Disposition	2010-09-30	22,035,089	$0.00	22,035,089	$0.60
Common Stock	Warrants	Acquisiton	2010-09-30	14,296,039	$0.00	14,296,039	$0.60
Common Stock	Promissory Note	Acquisiton	2010-10-01	1,200,000	$0.00	1,200,000	$0.75
Common Stock	Warrants	Acquisiton	2010-10-01	1,200,000	$0.00	1,200,000	$0.75
Common Stock	Options	Acquisiton	2011-06-08	14,220,000	$0.00	14,220,000	$10.56
Common Stock	Warrants	Acquisiton	2011-09-01	909,000	$0.00	909,000	$0.75
Common Stock	6% Convertible Promissory Notes	Disposition	2011-11-01	0	$0.00	750,000	$0.20
Common Stock	Warrants	Acquisiton	2011-12-29	250,000	$0.00	250,000	$0.40

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
132,500	2008-12-23	2016-12-22	No	4	P	Indirect
0	2009-06-30	2011-06-30	No	4	P	Indirect
690,000	2009-09-28	2012-09-27	No	4	J	Indirect
842,375	2009-09-28	2012-09-27	No	4	J	Indirect
1,356,216	2009-09-28	2012-09-27	No	4	J	Indirect
86,667	2010-07-02	2013-07-02	No	4	P	Indirect
0	2007-06-22	2012-06-22	No	4	J	Indirect
14,296,039	2007-06-22	2012-06-22	No	4	J	Indirect
1,200,000	2010-10-01	2010-10-01	No	4	P	Indirect
2,400,000	2010-10-01	2010-10-01	No	4	P	Indirect
14,220,000	2011-06-08	2018-06-08	No	4	A	Indirect
909,000	2011-09-06	2016-09-06	No	4	P	Indirect
0	2009-06-30	2011-06-30	No	4	C	Indirect
250,000	2011-12-29	2014-12-29	No	4	P	Indirect

Footnotes

The reporting persons may be deemed to be members of a group beneficially owning 10% or more of the shares of common stock ("Common Shares") of Northwest Biotherapeutics, Inc. (the "Company") within the meaning of Section 13(d) of the Securities Exchange Act of 1934. Except as set forth herein, the reporting persons disclaim beneficial ownership of securities except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that such a group exists or that the reporting persons are the beneficial owner of the securities of such group for purposes of Section 16 or any other purpose. Toucan General II, LLC ("Toucan GP") is the general partner of Toucan Capital Fund III, L.P. ("Toucan Capital" or "Fund III").
By Toucan Partners, LLC ("Toucan Partners").
By Toucan Capital Fund II, L.P. ("Fund II").
By Toucan Capital Fund III, L.P.
By Linda F. Powers.
Issued on December 22, 2008 in conjunction with a $500,000 loan by Toucan Partners to the Company.
Issued on September 28, 2009 pursuant to a conversion agreement by which all $1,156,718 of principal and accrued interest payable by the Company pursuant to its August 18, 2008 loan from Toucan Partners were converted at $0.20 per share. In connection with the conversion, the Company also issued Toucan Partners a warrant for the purchase of 690,000 Common Shares at an exercise price of $0.20 per share.
Issued on September 28, 2009 pursuant to a conversion agreement by which all $552,738 of principal and accrued interest payable by the Company pursuant to its December 22, 2008 loan from Toucan Partners were converted at $0.20 per share. In connection with the conversion, the Company also issued Toucan Partners a warrant for the purchase of 152,375 Common Shares at an exercise price of $0.20 per share.
On September 30, 2009, Ms. Powers received 750,000 shares of Common Stock as compensation for services rendered during 2008 and 2009 as a director of the Company. Also on September 30, 2009, Toucan Partners received 1,762,500 shares of Common Stock as compensation for advisory and fundraising services rendered during 2008 and 2009.
As consideration for extension of the maturity date, the Company issued Toucan Partners a warrant to purchase 513,841 shares of Common Stock at an exercise price of $0.40 per share.
On July 2, 2010, the Company issued to Linda Powers 866,667 Common Shares for $650,000, as well as warrants for the purchase of 86,667 Common Shares at an exercise price of $0.75 per share.
On July 31, 2010, the Company issued to Toucan Partners 8,466 Common Shares as a consulting fee.
On August 12, 2010, Toucan Partners transferred 2,250,000 Common Shares as collateral for an obligation to enable it to provide additional financing to the Company.
On September 30, 2010, Fund II conducted a distribution in kind, resulting in 6,433,162 Common Shares and 8,133,070 warrants to purchase Common Shares being distributed to persons not affiliated with Fund II or the reporting persons. All other securities of the Company owned by Fund II were distributed to Fund III.
On October 1, 2010, the Company issued to Toucan Partners a $900,000 convertible promissory note convertible at $0.75 per share of Common Stock as well as warrants for the purchase of 1,200,000 Common Shares at an exercise price of $0.75 per share.
On October 9, 2010, Toucan Partners transferred 120,000 Common Shares as collateral for an obligation to enable it to provide additional financing to the Company.
On February 2, 2011,Toucan Partners transferred 860,000 Common Shares as collateral for an obligation to enable it to provide additional financing to the Company.
On June 8, 2011, in conjunction with the employment agreement entered into between the Company and Ms. Powers, the Company granted Ms. Powers an option to purchase 14,220,000 Common Shares at an exercise price of $0.66 per share. One-third of the options vested on the grant date, one-third of the options vested in equal monthly portions over the term of the employment agreement. The remaining one-third vests in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the board's discretion. After the Company's 16-for-1 reverse stock split, the grant was for 888,750 shares at an exercise price of $10.56. As of December 31, 2013, two-thirds of the options, or 592,500, had vested.
On September 1, 2011, Toucan Partners agreed with the Company to extend the maturities of loans it made to the Company in exchange for 909,000 warrants with an exercise price of $0.75.
On October 28, 2011, the Company entered into a conversion agreement with Cognate Bioservices, Inc. ("Cognate") pursuant to which an aggregate of $9.2 million unpaid invoiced amounts and payables were converted into 46.0 million Common Shares. Also on October 28, 2011, $550,000 of the Company's convertible notes issued March 31, 2011, which were convertible at a floating conversion rate, were converted pursuant to their terms into 2,016,667 Common Shares.
On November 1, 2011, Toucan Partners converted $150,000 principal amount of the convertible notes into 750,000 Common Shares.
On December 29, 2011, Toucan Partners loaned the Company $100,000 in exchange for 10% convertible notes in an aggregate principal amount of $110,000, as well as warrants for the purchase of 250,000 Common Shares at an exercise price of $0.40 per share. The notes were convertible at a floating rate.