-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AsiCb06g0xmKuiiMv8Ew8xXxAyQ9lVPoDNqzOD2sxck/hTmYoGLJ2Axrel51W3Li 8xcaaDuAPZlFdM4sWbxvzA== 0000891020-03-000858.txt : 20030321 0000891020-03-000858.hdr.sgml : 20030321 20030320193134 ACCESSION NUMBER: 0000891020-03-000858 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030319 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030321 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NORTHWEST BIOTHERAPEUTICS INC CENTRAL INDEX KEY: 0001072379 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 943306718 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-33393 FILM NUMBER: 03611218 BUSINESS ADDRESS: STREET 1: 21720-23RD DRIVE SE, SUITE 100 CITY: BOTHELL STATE: WA ZIP: 98021 BUSINESS PHONE: 4256083000 8-K 1 v88672e8vk.txt FORM 8-K - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------------------------------------------- FORM 8-K ----------------------------------------------------------- CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE THE SECURITIES EXCHANGE ACT OF 1934 ------------------------------------------------------------ DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) March 19, 2003 ------------------------------------------------------------ NORTHWEST BIOTHERAPEUTICS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------------------------------------------ DELAWARE 0-33393 94-3306718 (STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER OF INCORPORATION) NUMBER) IDENTIFICATION NO.) 21720 23rd Drive SE, Suite 100, Bothell, WA 98021 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) ----------------------------------------------------------- (425) 608-3000 REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE ------------------------------------------------------------ INAPPLICABLE (FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS On March 19, 2003 the Company issued a press release announcing fourth quarter and full year fiscal 2002 results and the date for its 2003 Annual Meeting of Stockholders. A copy of this press release has been filed with this Current Report on Form 8-K as Exhibit 99.1. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (c) EXHIBITS 99.1 Press Release dated March 19, 2003. 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. By: /s/ Daniel O. Wilds ------------------- Daniel O. Wilds Chairman, President and Chief Executive Officer Dated: March 20, 2003 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - ------- ----------- 99.1 Press Release dated March 19, 2003. EX-99.1 3 v88672exv99w1.txt EXHIBIT 99.1 EXHIBIT 99.1 NORTHWEST BIOTHERAPEUTICS, INC. 21720 - 23RD DRIVE S.E., SUITE 100 BOTHELL, WASHINGTON 98021 HTTP://WWW.NWBIO.COM MEDIA CONTACT: Mary Royals (202) 778-1021 mroyals@apcoworldwide.com NORTHWEST BIOTHERAPEUTICS, INC. ANNOUNCES FOURTH-QUARTER AND FULL-YEAR FINANCIAL RESULTS AND DATE FOR ANNUAL MEETING OF STOCKHOLDERS BOTHELL, WASHINGTON - MARCH 19, 2003 - Northwest Biotherapeutics, Inc. (OTCBB:NWBT) today announced financial results for the fourth quarter and full year ended December 31, 2002. For the fourth quarter ended December 31, 2002, Northwest Biotherapeutics reported a net loss of $1.7 million, or $0.10 per share. This result compared to a net loss of $5.2 million, or $1.11 per share, in the fourth quarter ended December 31, 2001. For the full year ended December 31, 2002, Northwest Biotherapeutics reported a net loss of $12.8 million, or $0.76 per share. Excluding non-cash charges attributable to an accrued loss on the Company's facility sublease of $721,000 and asset impairment charges of $1.03 million for vacating approximately 22,000 square feet no longer needed at its Bothell, Washington facility, the net loss for the year would have been $11.0 million, or $0.65 per share. The loss per share data is based on the weighted average common shares outstanding for the respective periods, which for 2001 only includes the shares issued and preferred stock converted in our initial public offering for the last half of December 2001. As of December 31, 2002, Northwest Biotherapeutics had approximately $2.5 million in cash and cash equivalents. This did not include $1.8 million net proceeds from the Company's sale of Medarex, Inc. common stock in January and February 2003 acquired pursuant to a December 9, 2002 agreement with Medarex. The Company expects the total of this capital to be sufficient to fund its operations into the fourth quarter of 2003. "We expect that our 2003 expenses will be significantly lower than in the previous two years as a direct result of our restructuring in the fourth quarter of 2002," said Daniel O. Wilds, the Company's chairman, president and chief executive officer. Wilds indicated that the major elements of the Company's restructuring included: a greater focus on its pre-clinical monoclonal antibody and dendritic cell-based product candidates; the cessation of its clinical trials; the revision of its co-development relationship with Medarex; and, the reduction of approximately two-thirds of its workforce while preserving a core team of its technologists and business professionals. The Company also announced that it will hold its 2003 Annual Meeting of Stockholders on Thursday, April 24, 2003 at 10:30 a.m. (Seattle time) at the Washington Athletic Club in Seattle, Washington. The Board of Directors of the Company has set March 14, 2003 as the record date for the determination of stockholders entitled to vote at the annual meeting. ABOUT NORTHWEST BIOTHERAPEUTICS: Northwest Biotherapeutics is a biotechnology company focused on discovering, developing and commercializing immunotherapy products that safely generate and enhance immune system responses to effectively treat cancer. The Company's strategy is to combine its expertise in dendritic cell biology, immunology and antigen discovery with its proprietary technologies to develop cancer therapies. If successful in restructuring, the Company intends to focus its efforts on the advancement of its pre-clinical monoclonal antibody and dendritic cell-based product candidates, pursue potential partnerships, and further evaluate other strategic alternatives. IMPORTANT NOTICE: Except for the historical information presented in this news release, matters discussed herein may constitute forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from any future results, performance or achievements expressed or implied by such statements. Factors that might cause such a difference include, but are not limited to, uncertainties related to the progress, costs and results of our pre-clinical activities, the progress of our research and development projects, and our ability to control our expenses and external factors that may cause our expenses to increase. Such forward-looking statements are also subject to the risks and uncertainties described in our filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward-looking statements. Northwest Biotherapeutics disclaims any intent or obligation to update these forward-looking statements to reflect new information, events, or circumstances after the date of this release or to reflect the occurrence of anticipated events, except as required by securities laws. NORTHWEST BIOTHERAPEUTICS, INC. CONDENSED STATEMENT OF OPERATIONS (UNAUDITED) (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)
QUARTER ENDED QUARTER ENDED YEAR ENDED YEAR ENDED 12/31/02 12/31/01 12/31/02 12/31/01 REVENUES $ -- $ 55 $ 9 $ 129 OPERATING COSTS AND EXPENSES 4,577 2,948 15,772 10,200 -------- -------- -------- -------- LOSS FROM OPERATIONS $ (4,577) $ (2,893) $(15,763) $(10,071) OTHER INCOME AND EXPENSE, NET 2,849 (554) 2,959 (869) -------- -------- -------- -------- NET LOSS $ (1,728) $ (3,447) $(12,804) $(10,940) ======== ======== ======== ======== Series A preferred stock redemption fee . -- (1,700) -- (1,700) Accretion of Series A preferred stock mandatory redemption obligation -- (66) -- (379) Beneficial conversion feature of Series D preferred stock -- -- -- (4,274) -------- -------- -------- -------- NET LOSS APPLICABLE TO COMMON STOCKHOLDERS $ (1,728) $ (5,213) $(12,804) $(17,293) ======== ======== ======== ======== NET LOSS PER SHARE - BASIC AND DILUTED $ (0.10) $ (0.73) $ (0.76) $ (4.16) ======== ======== ======== ======== NET LOSS PER SHARE APPLICABLE TO COMMON STOCKHOLDERS - BASIC AND DILUTED $ (0.10) $ (1.11) $ (0.76) $ (6.57) ======== ======== ======== ======== WEIGHTED AVERAGE SHARES USED IN COMPUTING BASIC AND DILUTED LOSS PER SHARE 16,979 4,697 16,911 2,631 ======== ======== ======== ========
NORTHWEST BIOTHERAPEUTICS, INC. CONDENSED BALANCE SHEETS (UNAUDITED), IN THOUSANDS
12/31/02 12/31/01 -------- -------- ASSETS: Cash and investment securities $ 2,539 $14,966 Property and equipment, net 1,348 2,785 Other assets 3,685 1,725 ------- ------- TOTAL ASSETS $ 7,572 $19,476 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT): Current liabilities $ 1,649 $ 2,186 Other liabilities 1,047 355 Preferred stock -- -- Stockholders' equity (deficit) 4,876 16,935 ------- ------- TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) $ 7,572 $19,476 ======= =======
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