Notes priced at 10% original issue discount; warrants also issued
By Susanna Moon
Chicago, Feb. 15 - Northwest Biotherapeutics, Inc. issued a convertible promissory note to Toucan Partners LLC in exchange for financing of up to $2.25 million, and Toucan provided the first $1.5 million at the time of execution, according to an 8-K filed Monday with the Securities and Exchange Commission
The convertible promissory note was issued at an original issue discount of 10%.
The company entered into an agreement with Toucan Partners LLC last Thursday.
The note is payable on demand, with 14 days' notice. The note is convertible at any time at a 5% discount to the market price of the common stock at the time of conversion.
The note is unsecured but will become secured if the company enters into any secured financing or encumbrance upon its assets while any portion of the note remains outstanding or if there is an event of default under the note.
Toucan also received warrants with 100% of warrant coverage of the repayment amount under the note. The warrants are exercisable at $0.40 per share if the company can obtain a waiver of any applicable anti-dilution provisions. If the waiver is not obtained, the exercise price of the warrants will be $0.57 per share, and the warrant coverage will be correspondingly adjusted.
At $0.40, the warrant strike price is a 17.65% premium to the company's closing price of $0.34 on Feb. 14. At $0.57, the strike price is a 67.65% premium to that price.
Northwest is a development-stage biotechnology company based in Bothell, Wash.
| Issuer: | Northwest Biotherapeutics, Inc.
|
| Issue: | Convertible promissory notes
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| Amount: | $2.25 million
|
| Price: | 90
|
| Warrants: | 100% coverage
|
| Warrant strike prices: | $0.40 per share with waiver; otherwise, $0.57 per share
|
| Investor: | Toucan Partners LLC
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| Pricing date: | Feb. 9
|
| Stock symbol: | OTCBB: NWBO
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| Stock price: | $0.34 at close Feb. 14
|
| Market capitalization: | $30.85 million
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