8-K
Northwest Biotherapeutics Inc (NWBO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
October 23, 2025
Northwest Biotherapeutics, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-35737 | 94-3306718 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
4800 Montgomery Lane, Suite 800
Bethesda, Maryland 20814
(Address of Principal Executive Offices)
(240) 497-9024
(Registrant’s telephone number, including area code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
|---|---|---|
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange<br>Act (17 CFR 240.14a-12) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under<br>the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- | |
| Title of each class: | Trading Symbol(s) | Name of each exchange on which registered: |
| --- | --- | --- |
| Common Stock, par value, $0.001 per share | NWBO | OTCQB |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
|---|
On October 23, 2025, the Company filed a new Form S-3 registration statement (“shelf registration”) to replace its existing shelf registration. Such registration statements expire 3 years from their effective date. The Company’s existing shelf registration went effective on October 25, 2022. As such, that registration statement expires on October 25, 2025. In order to maintain an ongoing effective shelf registration, it was necessary for the Company to file a new registration statement before the expiration of the existing one. Accordingly, the Company filed the new shelf registration on October 23, 2025.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHWEST BIOTHERAPEUTICS, INC. | ||
|---|---|---|
| Date: October 24, 2025 | By: | /s/ Linda Powers |
| Name: | Linda Powers | |
| Title: | Chief Executive Officer and Chairman |