UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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| Item 8.01. | Other Events. |
On October 9, 2025, the Company entered into an agreement with Lead Plaintiff F. Glenn Schaeffer (“Plaintiff”) for settlement of litigation pending in the Delaware Court of Chancery relating to option awards made in 2020 to Company management and directors. The agreement was set forth in a binding Term Sheet, and was the culmination of approximately a year of negotiations and a mediation in mid-September. Under the terms of the agreement, 17% of the challenged 2020 options will be cancelled, and the Company’s insurance carriers will pay $2.25 million to the Company.
During the mediation process, the Plaintiff filed an amended complaint (filed publicly on October 14, 2025), as the Court had directed the Plaintiff to do in an Order dated February 14, 2025. The claims set forth in the amended complaint are also covered and resolved by the settlement set forth in the Term Sheet.
The parties to the litigation will use their best efforts to complete the definitive settlement documentation within thirty days. The Company understands that the Plaintiff intends to apply to the Court for an award of attorneys’ fees and expenses in connection with the litigation. The settlement and any award of fees and expenses are subject to approval by the Court. Under the terms of the settlement, the cash payment to the Company from the Company’s insurers is not to be used for any payment of a fee award. It is currently anticipated that the fee award will be paid separately by the Company’s insurers.
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 14, 2025 | By: | /s/ Linda Powers |
| Name: | Linda Powers | |
| Title: | Chief Executive Officer and Chairman | |