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Published on 11/17/2011 in the Prospect News PIPE Daily.

Northwest Bio amends $25 million equity sale, plans $2.4 million loans

Investor agrees to buy first $3 million of shares in $25 million offer

By Devika Patel

Knoxville, Tenn., Nov. 17 - Northwest Biotherapeutics, Inc. said it will raise $2.4 million through two loans. The company also said a second investor has decided to participate for the first $3 million of its $25 million equity facility with Toucan Partners, which priced June 6.

The $2.4 million includes a $2 million six-month loan with a 6% coupon, 30% warrant coverage and no convertibility. The warrants are exercisable at $0.57, a 39.02% premium to the $0.41 closing price on Nov. 16.

The $2.4 million also includes a $400,000 two-year loan with a 6% coupon and an original issue discount of 10%. The loan is convertible into common stock at a 10% discount from the market price at the time of conversion. There are no warrants with this loan.

As previously reported, Toucan Partners will provide an equity facility to enable Northwest Biotherapeutics to issue registered, tradable shares for future financings of up to $25 million over a 30-month period.

Upon receiving a put notice, Toucan will be obligated to purchase a specified amount of stock based upon a backward-looking, fixed-price formula of 95% of the average of the three lowest closing bid prices of the stock during the 15 trading days prior to the put date.

The company said the proceeds will provide a strong financial foundation for completion of its ongoing 240-patient clinical trial of DCVax-L for the treatment of Glioblastoma multiform brain cancer and will also provide for certain other programs in the company's near-term pipeline.

Northwest is a development-stage biotechnology company based in Bothell, Wash.

Issuer:Northwest Biotherapeutics, Inc.
Issue:Loans, equity facility
Amount:$27.4 million
Stock symbol:OTCBB: NWBO
Announcement date:Nov. 17 for loans, June 6 for equity facility
Market capitalization:$40.11 million
Stock price:$0.41 at close Nov. 16, $0.87 at close June 3
First loan
Amount:$2 million
Maturity:Six months
Coupon:6%
Warrants:30% coverage
Warrant strike price:$0.57
Second loan
Amount:$400,000
Maturity:Two years
Conversion price:10% discount from the market price at the time of conversion
Warrants:No
Equity facility
Amount:$25 million
Tenor:30 months
Price:5% discount
Warrants:No
Investor:Toucan Partners (for $22 million)
Revised:Nov. 17

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