Northwest Secures US$1.65 Million Debt Financing
Under the Notes, SDS and the Private Investors have loaned the CompanyUS$1.65 million. The Notes are unsecured obligations of the Company and accrueinterest at the rate of 12% per year. The maturity date of the notes will beApril 21, 2009. The Notes carry 50% warrant coverage (i.e., the aggregateexercise price of the Warrants will be equal to fifty percent of thefinancing). The Warrants will be exercisable for common stock of the companyat a price of US$0.41, per share (the "Warrants"). The Warrants areexercisable immediately, and will expire 5 years from the date of issuance.The Notes may be prepaid at the discretion of the Company at any time prior tomaturity, without any prepayment penalty; however, prepayment will not affectthe Warrants.
The Company granted SDS and the Private Investors piggyback registrationrights for any shares of the Company's common stock issued under the Notes.The Notes also contain customary representations, warranties and covenants.SDS will receive certain rights relating to subsequent financings, subject tothe Company's right to pre-pay SDS and avoid the rights being triggered. Underthese rights, the Company will notify SDS of any subsequent financings thattake place while this SDS Note is outstanding, and SDS will have anopportunity to participate. However, SDS' right to notice and participationare subject to the Company's right to pay off SDS' Note prior to theapplicability of these rights, and to avoid the rights being triggered.
The Company will use the proceeds from these Notes for operating expensesand other obligations of the Company, and a significant portion of theproceeds will be used to provide strategic funding of the Company's businessplan and strategy for countries other than the US and Switzerland. The uses ofproceeds will include establishment of GMP manufacturing facilities,regulatory filings, clinical trial expenses, product manufacturing and sales,and other related expenses.
"We are very pleased to have completed another interim financing despiteseverely adverse general market conditions," said NWBT's Chief ExecutiveOfficer Alton Boynton. "We are especially pleased to have received a secondround of investment from SDS Capital, a well known institutional investor witha highly successful track record of investments in the healthcare sector."
The US$1.65 million loan received by the Company will be sufficient tofund its cash needs into December, 2008. The Company remains in an advancedstage of negotiations with several different providers for additionalnear-term funding and longer term funding, which it hopes to complete by theend of the year.
The Company will need to raise additional capital to fund its clinicaltrials and other operating activities and to repay indebtedness in due course.Shareholders should be aware that if the Company's capital raising efforts areunsuccessful, this will have a material adverse effect on the Company'sfinancial position and operations.
Northwest Biotherapeutics, Inc. is a biotechnology company focused ondeveloping immunotherapy products that treat cancers more effectively thancurrent treatments, with limited toxicity, on a cost-effective basis. TheCompany has two broad platform technologies: dendritic cell-based vaccines,and therapeutic antibodies. The Company is currently conducting a largeclinical trial in Glioblastoma multiforme, which is designed and powered toserve as a pivotal trial. The Company has also received clearance from the FDAfor a large Phase III trial in prostate cancer, and clearance from the FDA forPhase I trials in five other cancers. The Company has started, and iscurrently enrolling patients in, a Phase I/II trial with DCVax(R) forrecurrent ovarian cancer. The Company also has a second technology platform,involving monoclonal antibodies to CXCR4, which is at the late pre-clinicaldevelopment stage.
For further information, please visit the company web site athttp://www.nwbio.com.
Statements made in this news release that are not historical facts,including statements concerning the Company's plans to move its programsforward, either in the U.S. or outside the U.S., statements regarding theCompany's clinical trials and other business development activities, andstatements regarding its fundraising activities, are forward-lookingstatements within the meaning of the Private Securities Litigation Reform Actof 1995. Words such as "expects," "believes," "intends," and similarexpressions are intended to identify forward-looking statements. Actualresults may differ materially from those projected in any forward-lookingstatement. Specifically, there are a number of important factors that couldcause actual results to differ materially from those anticipated, such asrisks and uncertainties regarding the Company's ability to secure additionalfinancing or raise additional capital, risks related to the Company's abilityto enroll patients in its clinical trials and complete the trials on a timelybasis, the uncertainty of the clinical trials process, uncertainties about theCompany's ability to deliver its products to patients and charge patients,uncertainties about the timely performance of third parties, and whether theCompany's products will demonstrate safety and efficacy. Additionalinformation on these and other factors, which could affect the Company'sresults, is included in its Securities and Exchange Commission ("SEC")filings, including in the Risk Factors section of the Company's Annual Reporton Form 10-K for the year ended December 31, 2007 and in its recently filedForm S-1. Finally, there may be other factors not mentioned above or includedin the Company's SEC filings or recently filed Form S-1 that may cause actualresults to differ materially from those projected in any forward-lookingstatement. You should not place undue reliance on any forward-lookingstatements. The Company assumes no obligation to update any forward-lookingstatements as a result of new information, future events or developments,except as required by securities laws.
SOURCE Northwest Biotherapeutics, Inc.
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