Northwest Biotherapeutics to conduct private placement for up to $30 million

By Sheri Kasprzak

New York, June 4 - Northwest Biotherapeutics, Inc. said it plans to raise up to $30 million in a private placement.

The shares in the offering will be sold to a group of foreign institutional investors.

The terms of the deal have not been set.

Connected to the offering, the company plans to effect a 15-for-1 reverse stock split of the company's outstanding series A preferred stock and series A-1 preferred stock. Also, the company's shareholders must approve an amendment to the certificate of incorporation to reduce the number of authorized common shares to 100 million from 800 million and to reduce the number of preferred shares to 20 million from 300 million shares.

Also related to the offering, Toucan Capital and Toucan Partners have agreed to convert all of their outstanding series A preferred and series A-1 preferred stock into common shares. The preferreds will be converted into 6,860,561 common shares.

For the conversion, the series A preferred warrant held by Toucan Capital would be exercisable for 2,166,667 common shares, after the stock split, rather than series A preferred shares. The series A-1 warrant held by Toucan Capital would become exercisable for 17,256,888 common shares instead of shares of series A-1 preferred stock.

Also, the 2,166,667 shares of series A preferreds would convert into 2,166,667 common shares, following the stock split and the 321,124 shares of series A-1 preferreds would convert into 12,844,968 common shares after the split.

Proceeds will be used for debt repayment, clinical trials and working capital.

Based in Bothell, Wash., Northwest Biotherapeutics develops immunotherapy products used to treat cancer.

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