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NORTHWEST BIOTHERAPEUTICS INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

August 19, 2014

Item 1.01. Entry into a Definitive Material Agreement.

Purchase Agreement

On August 13, 2014, Northwest Biotherapeutics, Inc. (the "Company") entered into a Purchase Agreement with Oppenheimer & Co. Inc., (the "Initial Purchaser"), with respect to the Company's issuance and sale of $17.5 million aggregate principal amount of the Company's 5.00% Convertible Senior Notes due 2017 (the "Notes"). The Company previously announced the pricing of the Notes on August 14, 2014.

The initial investors have a 3 month right to purchase an additional 30% of the aggregate principal amount of the Notes on the same terms and conditions as the initial purchase.

The Purchase Agreement includes customary representations and warranties. Under the terms of the Purchase Agreement, the Company has agreed to indemnify the Initial Purchaser against certain liabilities.

The offering of the Notes was completed on August 19, 2014. The Company will file the related documents as exhibits to a subsequent Form 8-K.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under the heading "Purchase Agreement" in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. The Company offered and sold the Notes to the Initial Purchaser in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for resale by the Initial Purchaser to qualified institutional buyers pursuant to the exemption from registration provided by Rule 144A under the Securities Act. The Company relied on this exemption from registration based in part on representations made by the Initial Purchaser in the Purchase Agreement. To the extent that any shares of common stock are issued upon conversion of the Notes, they will be issued in transactions anticipated to be exempt from registration under the Securities Act by virtue of Section 3(a)(9) thereof, because no commission or other remuneration is expected to be paid in connection with conversion of the Notes and any resulting issuance of shares of common stock.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Description 1.1 Purchase Agreement dated August 13, 2014, by and between Northwest Biotherapeutics, Inc. and Oppenheimer & Co. Inc. 99.1 Press release dated August 14, 2014. 99.2 Press release dated August 19, 2014.

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Source: Edgar Glimpses

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