SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Date Of Report (Date Of Earliest Event Reported): September 24, 2012
4800 Montgomery Lane, Suite 800, Bethesda,
Registrant’s Telephone Number, Including Area Code (240) 497-9024
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On September 24, 2012, Northwest Biotherapeutics, Inc. (the “Company”) filed a Certificate of Amendment to its Seventh Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of Delaware, pursuant to which (i) the number of authorized shares of the Company’s blank check preferred stock increased from 20,000,000 to 40,000,000, and (ii) effective September 25, 2012, the Company effected a one-for-sixteen reverse split of its issued and outstanding common stock. The reverse split will not change the number of authorized shares of the Company’s common stock. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
Item 8.01 Other Events.
On September 26, 2012, the Company issued a press release announcing that on September 25, 2012 at 5:00 p.m. EDT it effected a one (1) for sixteen (16) reverse split of its issued and outstanding common stock (the “Reverse Split”) as a first step in a planned public offering of up to $25 million and listing of its common stock on the NASDAQ Capital Market. A copy of the press release is attached hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
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.