NWBio Closes 3-Year Convertible Debt Exchange and Financing, and Completes Payoff of Last $5 Million of 2014 Bonds
Debt Convertible at $0.25, $.50 and $1.00; Secured By UK Property
BETHESDA, MD, June 22, 2017 – Northwest Biotherapeutics, Inc. (OTCQB: NWBO) (“NW Bio”), a U.S. biotechnology company developing DCVax® personalized immune therapies for operable and inoperable solid tumor cancers, announced today that it has closed a convertible debt exchange and financing transaction with a non-affiliated investor and has completed the payoff of the last $5 million of principal and $175,000 of interest on bonds from a 2014 financing.
This completes the Company’s payoff of $11 million in principal amount of bonds, plus associated interest and forbearance fees, over the period from March through June of this year in accordance with an installment payment agreement with the bondholders entered into in March.
The convertible debt issued in the transaction has a 3-year maturity. The debt will bear interest at 12% per annum. No interest will be payable during the term: the interest will accrue and be payable at maturity.
The debt and accrued interest will be convertible at any time during the term at fixed conversion prices: 50% of the principal and accrued interest will be convertible at $0.25 per share, 25% of the principal and accrued interest will be convertible at $0.50 per share and 25% of the principal and accrued interest will be convertible at $1.00 per share.
The debt financing is secured by the property owned by the Company in the U.K., and not by any other assets of the Company. The principal amount of the debt is $6 million, including new cash proceeds of $5.5 million and original issue discount (OID) of approximately 9%.
There are no warrants, overallotment rights, pre-emptive rights, participation rights or other equity equivalents in the transaction.
There was no broker or placement agent involved in the transactions.
About Northwest Biotherapeutics
Northwest Biotherapeutics is a biotechnology company focused on developing personalized immunotherapy products designed to treat cancers more effectively than current treatments, without toxicities of the kind associated with chemotherapies, and on a cost-effective basis, in both the North America and Europe. The Company has a broad platform technology for DCVax® dendritic cell-based vaccines. The Company’s lead program is a 331-patient Phase III trial in newly diagnosed Glioblastoma multiforme (GBM), which has completed its enrollment. GBM is the most aggressive and lethal form of brain cancer, and is an “orphan disease.” The Company is also pursuing a Phase I/II trial with DCVax-Direct for all types of inoperable solid tumor cancers. It has completed the 40-patient Phase I portion of the trial, and is preparing for the Phase II portion. The Company previously conducted a Phase I/II trial with DCVax-L for metastatic ovarian cancer together with the University of Pennsylvania.
Statements made in this news release that are not historical facts, including statements concerning future treatment of patients using DCVax and future clinical trials, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “expect,” “believe,” “intend,” “design,” “plan,” “continue,” “may,” “will,” “anticipate,” and similar expressions are intended to identify forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as risks related to the Company’s ongoing ability to raise additional capital, risks related to the Company’s ability to enroll patients in its clinical trials and complete the trials on a timely basis, uncertainties about the clinical trials process, uncertainties about the timely performance of third parties, risks related to whether the Company’s products will demonstrate safety and efficacy, risks related to the Company’s and Cognate’s abilities to carry out the intended manufacturing expansions contemplated in the Cognate Agreements, risks related to the Company’s ability to carry out the Hospital Exemption program and risks related to possible reimbursement and pricing. Additional information on these and other factors, including Risk Factors, which could affect the Company’s results, is included in its Securities and Exchange Commission (“SEC”) filings. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from those projected in any forward-looking statement. You should not place undue reliance on any forward-looking statements. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.