Company sells $3 million of notes, $25 million of shares through offer
By Devika Patel
Knoxville, Tenn., June 6 - Northwest Biotherapeutics, Inc. said it has arranged two private placements for up to $28 million. The investments will take the form of $3 million in convertible notes with 100% warrant coverage and an equity facility for up to $25 million with investor Toucan Partners.
The note is not convertible until maturity in 18 months on Nov. 30, 2012. The conversion price of the note is a fixed, specified price per share, at a 3% discount from the volume weighted average price over the 10 trading days ending on the May 31 closing date, or $0.57 per share, which is a 34.48% discount to the closing price on June 3, $0.87. The note may be called after Aug. 31, 2011.
The warrants are exercisable for 6,052,632 shares at $0.57 for five years. The strike price is also a 34.48% discount to the closing price on June 3.
As the second component of the financing, 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.
Toucan will receive a 1% commitment fee for the facility and a 5% fee on the sales of shares under the facility when the sales are executed.
Proceeds will provide a strong financial foundation for completion of the company's ongoing 240-patient clinical trial of DCVax-L for the treatment of Glioblastoma multiforme 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: | Convertible notes, equity facility
|
| Amount: | $28 million
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| Announcement date: | June 6
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| Stock symbol: | OTCBB: NWBO
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| Stock price: | $0.87 at close June 3
|
| Market capitalization: | $69.6 million
|
|
|
| Notes
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| Amount: | $3 million
|
| Maturity: | Nov. 30, 2012
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| Conversion price: | $0.57
|
| Call: | After Aug. 31, 2011
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| Warrants: | For 6,052,632 shares
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| Warrant expiration: | Five years
|
| Warrant strike price: | $0.57
|
|
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| Facility
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| Amount: | $25 million
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| Tenor: | 30 months
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| Price: | 5% discount
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| Warrants: | No
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| Investor: | Toucan Partners
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| Fees: | 1% commitment fee, 5% fee on shares sale
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