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NWBO on OTC

Northwest Biotherapeutics

Development-stage American pharmaceutical company

Northwest Biotherapeutics, Inc. is a development-stage American pharmaceutical company headquartered in Maryland that focuses on developing immunotherapies against different types of cancer. It was founded in 1996 by Alton L. Boynton.3 Its shares trade on OTC under the symbol NWBO.1 Wikipedia text CC BY-SA 4.0

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Last updated Oct 21, 2026.

Overview

Jan 1, 1998Founded1

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  • TickerNWBO on OTC1
  • Industrypharmaceutical industry1
  • HeadquartersBothell1
  • Websitewww.nwbio.com
  • Legal formDelaware corporation1
  • Listed onNasdaq (NWBO), OTC Markets Group (NWBO)1
  • Incorporated inDE5
  • Business address4800 Montgomery Lane, Suite 800, Bethesda, Md 208145
  • Filer categoryNon-accelerated filer, Smaller reporting company5
  • LEI5493002DRWWEOWTT80054
  • StatusActive4
  • LEI statusLapsed (not renewed)4
  • Registered addressC/O CORPORATION SERVICE COMPANY, 19808 Wilmington, United States4
  • Registered withDivision of Corporations, Department of State, 29266974

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Northwest Biotherapeutics, Inc. is a development-stage American pharmaceutical company headquartered in Maryland that focuses on developing immunotherapies against different types of cancer. It was founded in 1996 by Alton L. Boynton.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-4347.9%Operating margin8
-4365.9%Net margin8
-0.3%Revenue growth, 20258
-$46.3MFree cash flow8

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development98¢$28.8M
  • Income tax2¢$537.0K

Out of $1.4M in revenue.8 The company lost money this year.

Financial statements

Revenue91011128$1.4M in 2025−43% since 2019
0$1.0M$2.0M$3.0M2019: $2.4M$2.4M20192020: $1.3M$1.3M2020−46%2021: $1.0M$1.0M2021−22%2022: $1.7M$1.7M2022+67%2023: $1.9M$1.9M2023+15%2024: $1.4M$1.4M2024−28%2025: $1.4M$1.4M2025−0%
Operating income91011128-$59.9M in 2025+114% since 2019
-$100.0M-$75.0M-$50.0M-$25.0M02019: -$28.0M-$28.0M20192020: -$86.6M-$86.6M2020+210%2021: -$52.7M-$52.7M2021−39%2022: -$67.2M-$67.2M2022+27%2023: -$55.5M-$55.5M2023−17%2024: -$66.5M-$66.5M2024+20%2025: -$59.9M-$59.9M2025−10%
Net income91011128-$60.2M in 2025+189% since 2019
-$600.0M-$400.0M-$200.0M0$200.0M2019: -$20.8M-$20.8M20192020: -$529.8M-$529.8M2020+2446%2021: $179.1M$179.1M20212022: -$105.0M-$105.0M20222023: -$62.6M-$62.6M2023−40%2024: -$83.8M-$83.8M2024+34%2025: -$60.2M-$60.2M2025−28%

Every line of the income statement as filed: the last 2 fiscal years, latest first.8

Period ending2025-12-312024-12-31
Research and other$1.4M$1.4M
Research and development$28.8M$34.9M
General and administrative$32.5M$33.0M
Total operating costs and expenses$61.3M$67.9M
Loss from operations-$59.9M-$66.5M
Change in fair value of derivative liabilities-$151.0K$364.0K
Change in fair value of share payable-$414.0K$16.0K
Change in fair value of convertible notes$25.6M$7.7M
Loss from extinguishment of debt-$17.4M-$14.4M
Loss from issuance of debt-$4.7M-$835.0K
Loss from warrant modifications-$822.0K
Interest expense-$8.7M-$7.8M
Foreign currency transaction gain (loss)$4.9M-$1.5M
Total other expense-$785.0K-$17.3M
Loss before income taxes-$60.7M-$83.8M
Income tax benefit$537.0K$0
Net loss-$60.2M-$83.8M
Deemed dividend related to warrant modifications-$1.3M-$1.4M
Net loss attributable to common stockholders-$61.5M-$85.2M
Foreign currency translation adjustment-$4.0M$1.5M
Total comprehensive loss-$65.4M-$83.7M
Net loss per share applicable to common stockholders, Basic (in dollars per share)-$0.04-$0.07
Net loss per share applicable to common stockholders, Diluted (in dollars per share)-$0.04-$0.07
Weighted average shares used in computing basic loss per share (in shares)1.5B shares1.2B shares
Weighted average shares used in computing diluted loss per share (in shares)1.5B shares1.2B shares

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Corporate structure

Northwest Biotherapeutics sits at the top of its group. 4 entities, 3 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

  • Northwest Biotherapeutics Bethesda, Maryland, United States
    • Advent BioServices Ltd. Subsidiary · United Kingdom
    • Northwest Biotherapeutics Capital Limited Subsidiary · United Kingdom
    • NW Bio GmbH Subsidiary · Germany

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC. Each entity in the chart links to its source.

What it owns

What Northwest Biotherapeutics reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, net$17.4M8 Dec 31, 2025$16.2M8 Dec 31, 2024+7.5%
Operating-lease assets (leased space)$4.2M8 Dec 31, 2025$4.2M8 Dec 31, 2024+0.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$3.0M8 Dec 31, 2025$2.2M8 Dec 31, 2024+39.8%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$626.0K8 Dec 31, 2025$626.0K8 Dec 31, 20240%
Intangible assets, net (excluding goodwill)$53.2M8 Dec 31, 2025$1.3M8 Dec 31, 2024+4016.7%
Indefinite-lived intangibles (excluding goodwill)$1.3M12 Dec 31, 2024$1.3M12 Dec 31, 20230%
Finite-lived intangibles, net$5.3M8 Dec 31, 2025

Properties, in its own words

Our corporate headquarters are located at 4800 Montgomery Lane, Bethesda, Maryland, where we lease and occupy an aggregate of approximately 7,097 square feet of office space. The lease covering this property is currently scheduled to expire in August 2026.

Our research and development operations are mainly based in Sawston, U.K., where we lease and occupy an aggregate of approximately 88,000 square feet of building. The lease covering this property is currently scheduled to expire in December 2038.

The rest of Item 2

We believe that our existing facilities are adequate for our immediate needs and that, should it be needed, additional space can be leased to accommodate any future growth.

Item 2 of the 10-K filed Apr 15, 2026.17

Leadership

Who has led Northwest Biotherapeutics, and when. Pick a name to see everywhere that person has worked.

Chief executive

  1. Alton L. Boynton2008–2011
  2. Linda F. Powers2012–2020

Chair

  1. Linda F. Powers2012–2014

President

  1. Alton L. Boynton2006–2009
  2. Linda F. Powers2018–2020

Chief financial officer

  1. Anthony P. Deasey2007

Chief operating officer

  1. Alton L. Boynton2006–2007
200020052010201520202025
Board members and other officers (13)

Products and brands

Business model

Northwest has relied upon the contract manufacturing organization Cognate Bioservices for services supporting manufacture of its products for clinical trials. Their relationship with Cognate began before 2007, and was slated to extend through the first quarter of 2016. Due to cash flow issues common to development-stage companies, Northwest compensates Cognate through a combination of cash payments and stock. Cognate has also provided Northwest with at least one short-term loan, provided and paid in mid-2013. As of 2014, Northwest's expanding clinical trials have led to an increased reliance on Cognate's services, and subsequent renegotiation of their agreement.

Technology

The DCVax technology upon which NWBO's therapies rely involves injecting cancer patients with dendritic cells which have been harvested from them by leukapheresis (i.e., they are "autologous") and activated by incubating them in vitro with tissue from the patient's tumour. The dendritic cells thereby identify the antigenic make-up of the tumour after which the activated dendritic cells are injected subcutaneously into the patients in aliquots at intervals. Alternatively, in a process still under development, the harvested dendritic cells are injected directly into the tumour where they are activated in situ with the same result. The activated dendritic cells pass information to generations of "killer" T-cells and B-cells so that those immune cells can recognise and attack the tumourous tissue wherever it may be found.

Dendritic cells

Discovered in 1973 at Rockefeller University by Dr. Ralph Steinman, dendritic cells act as the "general" for the adaptive immune system. They educate and direct T-cells and other immune system cells to mount an immune response to cancer cells. The basic principle behind the therapy is that if one injects or creates a large enough number of dendritic cells carrying mutant proteins matching a cancer, they excite enough T-cells and B-cells to overwhelm the cancer's defenses.

DCVax-L

DCVax-L is a solid-tumour cancer therapy for newly diagnosed glioblastoma multiforma, or GBM, a common and aggressive form of brain cancer. The five-year survival rate for GBM using current standard of care is 5%. The phase III trial sites include over 80 medical institutions in the U.S., Canada, Germany and the U.K. The results of the trial were peer reviewed and published in the Journal of American Medical Association: Oncology in November 2022. The trial showed a meaningful increase in survival for both newly diagnosed and recurrent GBM patients. For newly diagnosed the median overall survival was 19.3 months vs. 16.5 months in the external control group. The 60-month survival rate was 13% vs. 5.7%. For recurrent GBM the mean overall survival rate was markedly higher at 13.2% vs 7.8%. Over 2,100 doses of DCVax-L were administered with only five serious adverse events.

Read the full text

In this variation of the DCVax line, the tumour is removed through surgery, and some of the tumour presented to the aforementioned dendritic cells for the scavenging of tumor proteins. These dendritic cells, laden with tumour protein antigens, are then injected under the skin near lymph nodes. The dendritic cells then travel to the local lymph node where the dendritic cells present the proteins to the T- and B-cells, as previously described.

These dendritic cells are grown in the lab from stem cells extracted from the patient's blood. Only a sugar-cube-sized sample of the tumour is needed for subsequent presentation to the dendritic cells. The tumour sample is first broken down into constituent proteins using a caustic process known as lysing (thus the L in the name DCVax-L). After the resulting "tumor lysate" is presented to the dendritic cells, they are ready for subcutaneous injection near the selected lymph node(s). (There are approximately 500 lymph nodes in the body; most are peripheral, some are internal.)

DCVax-Direct

DCVax-Direct, is the latest addition to Northwest Bio's DCVax line. It does not require removal of the tumour, making it ideal for inoperable tumours, if proven effective. It is currently in phase I testing on patients with inoperable tumours of a very large range of cancer types.

In the procedure, dendritic cells are developed as in DCVax-L, prior to antigen exposure/"pulsing". However, the subsequent exposure to tumour antigens does not occur in vitro but in vivo: The prepared dendritic cells, along with adjuncts, are injected directly into one or more tumours.

At least two adjuncts are added to the dendritic cells. One adjunct excites a general aspect of the body's immune response; another excites a more tumor-specific response. This mixture is then injected into the patient's tumour. There, the dendritic cells are expected to scavenge tumour proteins, then find their way to the local lymph node for presentation of the tumour protein antigens to T-cells and B-cells. The activated T- and B-cells then travel to the tumour and kill tumour cells. Ruptured tumour cells release more mutant proteins that are picked up by dendritic cells and other immune cells and are carried to the lymph nodes to excite still more B- and T-cells. Theoretically, this cycle repeats, accelerates, then levels off at a high but safe level. The phase 1 trial that finished enrollment in July 2014 seeks to confirm this. As of July 2026, Northwest Bio reports phase I and II trials still under way.

DCVax-L and DCVax-Direct, if effective, could address virtually all forms of solid tumor cancers, operable and inoperable, with the possible exception of prostate cancer.

Products

DCVax-L: As of March 2025, phase III trials for treatment of glioblastoma completed, and Northwest Bio had submitted a marketing authorization application in the United Kingdom, as yet unapproved.

DCVax-Direct: As of 2026, this therapy to treat inoperable solid tumours is in phase I and II trials in the US.

DCVax-Prostate: Reportedly finished phase II trials and approved for phase III trials in the US; listed as "withdrawn" on ClinicalTrials.gov.

From Wikipedia’s article on Northwest Biotherapeutics, shared under CC BY-SA 4.0.6

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Advent BioServices Ltd. United Kingdom7
  • NW Bio GmbH Germany7
  • Northwest Biotherapeutics B.V. Netherlands7
  • Northwest Biotherapeutics Capital Limited United Kingdom7
  • Northwest Biotherapeutics Limited United Kingdom7

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jul 31, 20268-K Entered a material agreement; New debt or obligation34
  2. Jul 20, 20268-K Regulation FD disclosure35
  3. Apr 7, 20268-K Completed an acquisition or sale36
  4. Jan 15, 20268-K Other events37
  5. Jan 2, 20268-K Bylaws or fiscal year changed; Shareholder vote38
  6. Nov 20, 20258-K Entered a material agreement; New debt or obligation39
  7. Oct 31, 20258-K Entered a material agreement; New debt or obligation40
  8. Oct 30, 20258-K Entered a material agreement41
  9. Oct 24, 20258-K Other events42
  10. Oct 14, 20258-K Other events43
  11. Dec 26, 20248-K Entered a material agreement; New debt or obligation44
  12. Nov 1, 20248-K Entered a material agreement; New debt or obligation45
  13. Jul 30, 2012New chief executive Linda F. Powers becomes CEO18
  14. Jan 3, 2008New chief executive Alton L. Boynton becomes CEO19
  15. Jan 1, 1998Founded Founded1

Filings

83 filings to the SEC since October 2021: 8 annual reports, 15 quarterly reports, 24 major events, 9 insider forms, 27 other. The latest 20:

  1. Aug 14, 202610-Q EDGAR
  2. Jul 31, 20268-K EDGAR
  3. Jul 31, 2026424B5 EDGAR
  4. Jul 20, 20268-K EDGAR
  5. May 15, 202610-Q EDGAR
  6. Apr 20, 2026EFFECT EDGAR
  7. Apr 16, 2026POS AM EDGAR
  8. Apr 15, 202610-K EDGAR
  9. Apr 7, 20268-K EDGAR
  10. Mar 31, 2026NT 10-K EDGAR
  11. Jan 15, 20268-K EDGAR
  12. Jan 2, 20268-K EDGAR
  13. Nov 28, 2025DEF 14A EDGAR
  14. Nov 25, 2025EFFECT EDGAR
  15. Nov 25, 2025424B5 EDGAR
  16. Nov 24, 2025CORRESP EDGAR
  17. Nov 20, 20258-K EDGAR
  18. Nov 19, 2025PRE 14A EDGAR
  19. Nov 14, 202510-Q EDGAR
  20. Oct 31, 20258-K EDGAR

The 83 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

2 open-market trades by officers, directors and large owners since October 2021: 0 buys and 2 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 17, 2023MALIK NAVIDDirectorSale445,000$0.82$364.9KForm 4
Nov 16, 2023MALIK NAVIDDirectorSale125,000$0.84$105.0KForm 4

From Forms 4 filed with the SEC.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Linda F. PowersChairperson, President & Chief Executive Officer, Chief Financial and Accounting Officer70$1.2M46
2024Leslie Goldman Former Senior Vice President and General Counsel$975.0K46
2024Marnix L. Bosch, Ph.D.Chief Technical Officer$633.6K46
2023Linda F. PowersChairperson, President & Chief Executive Officer, Chief Financial and Accounting Officer70$1.2M46
2023Leslie Goldman Former Senior Vice President and General Counsel$975.0K46
2023Marnix L. Bosch, Ph.D.Chief Technical Officer$633.6K46

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$777.4K 2020–2021
Money received by yearMoney received by year, 2020–2021: $777.4K in all. PPP loans $777.4K.$0$200K$400K$600K2020 · PPP loans: $400.5K20202021 · PPP loans: $376.9K2021
Figures by year
YearPPP loansTotal
2021$376.9K$376.9K
2020$400.5K$400.5K

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA47. Matched to this company by name and state.

  1. May 1, 2020$400.5K PPP loan (first draw) from Customers Bank47To NORTHWEST BIOTHERAPEUTICS, Bethesda MD; $402.3K forgiven Nov 3, 2020
  2. Mar 28, 2021$376.9K PPP loan (second draw) from Readycap Lending, LLC47To NORTHWEST BIOTHERAPEUTICS INC., Bethesda MD; $380.1K forgiven Feb 10, 2022

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Compass Financial Management LLC1,215,500$227.1K0.0%New
Kelleher Financial Advisors800,000$149.4K0.0%+600,000
VSM Wealth Advisory, LLC80,574$15.1K0.0%No change
Ethos Financial Group, LLC39,070$6.3K0.0%No change
Williams Jones Wealth Management, LLC.25,000$4.7K0.0%No change
Opus Capital Group, LLC60,150$110.0%No change
Hantz Financial Services, Inc.250$00.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Northwest Biotherapeutics is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARNORTHWEST BIOTHERAPEUTICS INC2
  • CIK0001072379
  • Employer ID (EIN)94-330671817
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company17
  • Incorporated inDelaware17
  • Fiscal year endsDecember 312
  • Industry code (SIC)2834 Pharmaceutical Preparations2
  • SEC reviewing officeOffice of Life Sciences, Division of Corporation Finance2
  • Business address4800 Montgomery Lane, Suite 800, Bethesda, MD 208142
  • Phone(240) 497-90242
  • Shares outstanding1,705,637,993 as of Aug 13, 202614
  • Public float$340.2M as of Jun 30, 202517
  • AuditorCherry Bekaert LLP, Nashville, Tennessee PCAOB ID 677; no auditor attestation of internal control over financial reporting17
  • On EDGAR sinceAug 13, 20012
  • Filings802 in all: 8-K (241), 4 (88), 10-Q (74), 424B5 (46), UPLOAD (29), SC 13G/A (26), 10-K (24), CORRESP (24)2
    All 53 form types

    NT 10-Q (21), NT 10-K (18), DEF 14A (17), SC 13G (17), 10-Q/A (15), EFFECT (14), S-1/A (14), SC 13D/A (14), 10-K/A (13), 3 (11), PRE 14A (7), 4/A (6), S-3 (6), S-3/A (6), 8-K/A (5), D (5), DEF 14C (5), POS AM (5), PRE 14C (5), S-1 (5), DEFA14A (4), S-8 (4), 424B3 (3), PRER14A (3), REGDEX (3), 8-A12G (2), CERTNAS (2), CT ORDER (2), SC 13D (2), 10-K405 (1), 25 (1), 3/A (1), 424B1 (1), 424B4 (1), 5 (1), 8-A12B (1), 8-A12B/A (1), 8-A12G/A (1), ARS (1), D/A (1), DEFR14A (1), FWP (1), PRER14C (1), RW (1), S-3MEF (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Nov 28, 2025
    Latest 8-K (8-K) Jul 31, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.001 per shareNWBONONE

From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).17

Risk factors and legal proceedings

The risks Northwest Biotherapeutics names in Item 1A of its 10-K filed Apr 15, 2026: 39 risks under these headings, as written.17

  • Our business, financial condition, operating results and prospects are subject to the following material risks. Additional risks and uncertainties not presently foreseeable to us may also impair our business operations. If any of the following risks actually occurs, our business, financial condition or operating results could be materially adversely affected. In such case, the trading price of our common stock could decline, and our stockholders may lose all or part of their investment in the shares of our common stock.
  • Risks Related to our Operations
  • We will need to raise substantial funds, on an ongoing basis, for general corporate purposes and operations, including our clinical trials. Such funding may not be available or may not be available on acceptable terms.
  • We are likely to continue to incur substantial losses and may never achieve profitability.
  • Our auditors have issued a “going concern” audit opinion.
  • As a company with a novel technology and unproven business strategy, an evaluation of our business and prospects is difficult.
  • We will need to expand our management and technical personnel as our operations progress, and we may not be able to recruit such additional personnel and/or retain existing personnel.
  • We rely at present on one manufacturing facility in Sawston UK. As a result, we may be at risk for issues with capacity limitations and/or supply disruptions. We may need to engage contract manufacturers for additional capacity and/or back-up or replacement in the event of problems with the Sawston facility. As a result, we may be at risk for issues with manufacturing agreements and/or issues with product equivalency.
  • The manufacturing of our product candidates will have to be greatly scaled up for commercialization, and neither we nor our contract manufacturers have experience with such scale-up.
  • The necessary specialized facilities, equipment and personnel may not be available or obtainable for the scale-up of manufacturing of our product candidates.
  • Our technology is novel, involves complex immune system elements, and may not prove to be effective.
  • Clinical trials for our product candidates are expensive and time consuming, and their outcome is uncertain.
The other 28 risks
  • We have limited experience in conducting and managing clinical trials, or collecting, confirming and analyzing trial data, and we rely on third parties to conduct these activities.
  • We may fail to comply with regulatory requirements.
  • Regulatory approval of our product candidates may be withdrawn at any time.
  • Our operations under early access programs may not be successful.
  • We may not be successful in negotiating reimbursement.
  • Our product candidates will require a different distribution model than conventional therapeutic products, and this may impede commercialization of our product candidates.
  • Our product candidates will require different marketing and sales methods and personnel than conventional therapeutic products. Also, we lack sales and marketing experience. These factors may result in significant difficulties in commercializing our product candidates.
  • The availability and amount of potential reimbursement for our product candidates by government and private payers is uncertain and may be delayed and/or inadequate.
  • Competition in the biotechnology and biopharmaceutical industry is intense, rapidly expanding and most of our competitors have substantially greater resources than we do.
  • Competing generic medicinal products may be approved.
  • We may be exposed to potential product liability claims, and our existing insurance may not cover these claims, in whole or in part. In addition, insurance against such claims may not be available to us on reasonable terms in the future, if at all.
  • We may be subject to environmental regulatory requirements, and could fail to meet such requirements, and we do not carry insurance against environmental damage or injury claims.
  • Collaborations play an important role in our business and could be vulnerable to competition or termination.
  • Our business could be adversely affected by new legislation and/or product related issues.
  • Our business could be adversely affected by animal rights activists.
  • Multiple late-stage clinical trials of DCVax-L for GBM, our lead product, may be required before we can obtain regulatory approval.
  • We may not receive regulatory approvals for our product candidates or there may be a delay in obtaining such approvals.
  • We may not obtain or maintain the benefits associated with orphan drug status, including market exclusivity.
  • Our intellectual property rights may be overturned, narrowed or blocked, and may not provide sufficient commercial protection for our product candidates, or third parties may infringe upon our intellectual property.
  • We may be exposed to claims or lawsuits that our products infringe patents or other proprietary rights of other parties.
  • DCVax is our only technology in clinical development.
  • Risks Related to our Common Stock
  • The market price of our common stock is volatile and can be adversely affected by several factors.
  • Our Common Stock is considered a “penny stock” and may be difficult to sell.
  • The requirements of the Sarbanes-Oxley Act of 2002 and other U.S. securities laws impose substantial costs and may drain our resources and distract our management.
  • We do not intend to pay any cash dividends in the foreseeable future and, therefore, any return on your investment in our common stock must come from increases in the market price of our common stock.
  • Our certificate of incorporation and bylaws and Delaware law, have provisions that could discourage, delay or prevent a change in control.
  • A substantial number of shares of common stock may be sold in the market, which may depress the market price for our common stock.
  • We may have claims and lawsuits against us that may result in adverse outcomes.

Legal proceedings

On December 1, 2022, we filed a Complaint in the United States District Court for the Southern District of New York against certain market makers. The Complaint alleges that the defendants engaged in manipulation of the Company’s stock, in violation of the Securities Exchange Act of 1934 and common law fraud, over a period of years. On March 20, 2023, the defendants filed a Motion to Dismiss the Complaint. On April 10, 2023 we filed an Amended Complaint against Canaccord Genuity LLC, Citadel Securities LLC, G1 Execution Services LLC, GTS Securities LLC, Instinet LLC, Lime Trading Corp., and Virtu Americas LLC (Northwest Biotherapeutics Inc. v. Canaccord, et al., No. 1:22-cv-10185-GHW-GWG).

Following defendants’ filing of a new Motion to Dismiss (MTD) and various filings on both sides, an oral argument on defendants’ latest Motion to Dismiss was held on November 14, 2023. The Magistrate Judge issued an 85-page Recommendation and Results Opinion (R&R) for review by the Senior Judge. The Magistrate Judge found that the Company had adequately pled all of the elements of its claim of market manipulation, with the exception of producing enough details for calculating actual damages, known as loss causation. On that basis, he granted defendant’s motion to dismiss without prejudice, subject to the Company’s right to re-plead on just the question of loss causation, finding that such a filing would “not be futile”.

The opening of Item 3, Legal Proceedings.17

Sources

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    SEC EDGAROther events
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