Northwest Biotherapeutics Files 10-K/A Amendment

TL;DR

<b>Northwest Biotherapeutics, Inc. has filed an amendment to its 2023 10-K report.</b>

AI Summary

NORTHWEST BIOTHERAPEUTICS INC (NWBO) filed a Amended Annual Report (10-K/A) with the SEC on April 29, 2024. Filing is an Amendment No. 1 to the 10-K for the fiscal year ended December 31, 2023. The company is registered under the Securities Exchange Act of 1934. Common stock is traded under the symbol NWBO on the OTCQB exchange. Northwest Biotherapeutics, Inc. is incorporated in Delaware. The principal executive offices are located in Bethesda, MD.

Why It Matters

For investors and stakeholders tracking NORTHWEST BIOTHERAPEUTICS INC, this filing contains several important signals. This amendment indicates a procedural update to the company's annual filing, suggesting potential revisions or additions to previously submitted information. The filing confirms the company's status as a public entity and its listing on the OTCQB, providing transparency for investors.

Risk Assessment

Risk Level: medium — NORTHWEST BIOTHERAPEUTICS INC shows moderate risk based on this filing. The company is filing an amendment to its 10-K, which could indicate ongoing issues or a need for clarification on previously reported information, requiring further scrutiny.

Analyst Insight

Review the specific changes made in Amendment No. 1 to the 10-K filing to understand any material updates or corrections to Northwest Biotherapeutics' financial or operational disclosures.

Key Numbers

• 001-35737 — Commission File Number (SEC registration number)
• 94-3306718 — IRS Employer Identification No. (Tax identification number)

Key Players & Entities

• NORTHWEST BIOTHERAPEUTICS INC (company) — Filer name
• NWBO (company) — Trading Symbol
• OTCQB (company) — Exchange
• Delaware (company) — State of Incorporation
• 2023-12-31 (date) — Fiscal year end
• 2024-04-29 (date) — Filing Date

FAQ

Industry Context

Northwest Biotherapeutics operates in the pharmaceutical preparations industry, focusing on the development of treatments.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including filing annual reports.

What Investors Should Do

1. Analyze the content of Amendment No. 1 for any material changes from the original 10-K.
2. Verify the company's compliance with SEC filing requirements.
3. Monitor future filings for updates on the company's operations and financial health.

Key Dates

• 2023-12-31: Fiscal Year End — Reporting period for the 10-K filing.
• 2024-04-29: Filing Date — Date the 10-K/A was filed with the SEC.

Year-Over-Year Comparison

This is an amendment (10-K/A) to the previously filed annual report for the fiscal year ended December 31, 2023.

Key Financial Figures

• $0.001 — h registered: Common Stock, par value $0.001 per share NWBO OTCQB Securities reg

Filing Documents

• tm2412915d1_10ka.htm (10-K/A) — 272KB
• tm2412915d1_ex31-1.htm (EX-31.1) — 12KB
• 0001104659-24-054153.txt (&nbsp;) — 526KB
• nwbo-20231231.xsd (EX-101.SCH) — 3KB
• nwbo-20231231_lab.xml (EX-101.LAB) — 35KB
• nwbo-20231231_pre.xml (EX-101.PRE) — 23KB
• tm2412915d1_10ka_htm.xml (XML) — 6KB

Executive Compensation

Executive Compensation 8 Item 12.

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 16 Item 13. Certain Relationships and Related Transactions, and Director Independence 18 Item 14. Principal Accountant Fees and Services 20 PART IV Item 15. Exhibits and Financial Statement Schedules 20

SIGNATURES

SIGNATURES 23 3 PART III

DIRECTORS, EXECUTIVE OFFICERS AND

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE Name Age Position Linda F. Powers 68 Class III Director, Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer J. Cofer Black 74 Class I Director Dr. Alton L. Boynton 79 Class I Director, Chief Scientific Officer and Secretary Pat Sarma 79 Class II Director Dr. Navid Malik 55 Class III Director Director Biographies Linda F. Powers. Ms. Powers has served as the Chairperson of our Board of Directors since her appointment on May 17, 2007, Chief Executive Officer and President since June 8, 2011 and Chief Financial and Accounting Officer since June 8, 2020. Ms. Powers served as a managing director of Toucan Capital Fund II from 2001 to 2010, and Toucan Capital Fund III from 2010 to 2018. She also has over 16 years' experience in corporate finance and restructurings, mergers and acquisitions, joint ventures and intellectual property licensing. Ms. Powers has served on the Maryland Stem Cell Research Commission since its establishment in 2006, and served as the Chair for its first two years of operations. Ms. Powers previously served on the boards of the Rosalind Franklin Society, M2GEN (an affiliate of Moffitt Cancer Center), a Steering Committee of the National Academy of Sciences evaluating government research funding, and several Governors' commissions on the development of biotech and other technology industries. For more than six years, Ms. Powers taught an annual internal course at the National Institutes of Health for the bench scientists and technology transfer personnel on the development and commercialization of medical products. Ms. Powers serves on the boards of several private biotechnology companies. Ms. Powers holds a B.A. from Princeton University, where she graduated magna cum laude and Phi Beta Kappa. She also earned a J.D., magna cum laude, from Harvard Law School. We believe Ms. Powers' background and experience

EXECUTIVE COMPENSATION

ITEM 11. EXECUTIVE COMPENSATION Compensation Discussion and Analysis Overview This Compensation Discussion and Analysis describes the compensation program for the Company's principal executive and principal financial officer, and our three most highly compensated executive officers other than our principal executive and financial officer who were serving as executive officers as of December 31, 2023. We refer to these individuals as our "named executive officers" or "NEOs." For purposes of this executive compensation discussion, the names and positions of our named executive officers for the 2023 fiscal year were: Linda F. Powers, President and Chief Executive Officer, Chief Financial and Accounting Officer Leslie Goldman, Senior Vice President and General Counsel Marnix L. Bosch, Ph.D., Chief Technical Officer and Alton L. Boynton, Ph.D., Chief Scientific Officer and Secretary. Philosophy and Objectives Our success is highly dependent on our ability to attract, retain and incentivize executive officers who possess the skills, competencies and passion that are necessary to achieve progress in the Company's clinical programs and progress toward eventual commercialization, as well as to contend with ongoing challenges to the Company's progress. To this end, our compensation program has been developed with the following overarching principles in mind: the pay of our NEOs should balance incentivizing performance, ensuring retention and building stockholder value and should be linked to the NEO's roles and contributions to the Company's progress. the pay of our NEOs should retain and incentivize individual NEOs to perform multiple senior executive roles each, at least until such time as the Company's progress and resources enable expansion of the management team. our

executive compensation program should enable us to recruit, develop, motivate and retain

executive compensation program should enable us to recruit, develop, motivate and retain top talent. This is especially critical in a rapidly evolving field such as immuno-oncology, which requires highly specialized knowledge and experience and for which the talent pool is highly competitive. Periodically, management makes recommendations to the Compensation Committee and the Compensation Committee reviews the objectives and components of our executive compensation program to assess whether they continue to meet these essential goals. The Compensation Committee Chairman also maintains regular contact with the NEOs to ensure that he not only gets a detailed view of the performance and milestones achieved by the NEOs and the Company, but also so that he has the ability to personally assess and make available to the Committee a detailed summary of performance of the NEOs and employees of the Company for the applicable review period. To establish compensation parameters for our named executive officers, our Compensation Committee evaluates each element of compensation separately and the total compensation for each named executive officer, as well as the compensation levels at similarly situated companies - other oncology biotech companies who are at a comparable stage of company development as the Company, taking account of the stage of the other companies' clinical programs and whether they have any products approved or on the market. Based on the reviews and analyses to date, our Compensation Committee determined that our process for determining executive compensation is appropriate to attract, and to retain and incentivize, the key senior executives, and is aligned with stockholder interests. Risk Management and Mitigation In reviewing our compensation structure in 2023, the Compensation Committee also considered whether our compensation policies and practices could affect our risk profile and whether such compensation policies and practices could potentially e