aibioNorthwest Biotherapeutics registers 40,325,000 shares tied to $4.9 million note
Tickers NWBO
Northwest Biotherapeutics signed a $4.9 million convertible note with a Yorkville fund on July 29, 2026. Net proceeds after original issue discount, a facility commitment fee and expenses are $4,655,000.
Key facts
- Company
- Northwest Biotherapeutics, Inc. (OTC: NWBO)
- News type
- Financings
- Primary source
- Northwest Biotherapeutics, Inc. 424B5 (2026-07-31)
Northwest Biotherapeutics, Inc. (NWBO) filed a prospectus supplement on July 31, 2026 registering 40,325,000 shares of common stock. The shares cover a $4.9 million convertible promissory note that the company signed on July 29, 2026 with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP. They also cover 9,700,000 shares that Yorkville can buy under a warrant issued with the note. The company disclosed the financing in an 8-K filed the same day.
The note
The note runs 12 months, and no payments are due before maturity. It carries an original issue discount of five percent and no interest. It includes customary default provisions. During the term, the holder can convert it at a small discount to the prevailing market price, so a lower share price means more shares for the same principal.
The company assumed an offering of 30,625,000 shares at $0.16 a share, the closing price on July 29, 2026. The filing says the number of shares issued on conversion "may be greater than or less than this number," because the effective conversion price varies with time. The warrant covers 9,700,000 shares at $0.205 and is exercisable for three years.
Net proceeds are estimated at $4,655,000 after the discount and expenses. The company says it will use them for general corporate purposes, which may include working capital, capital expenditures at its production facilities in the UK, research and development, regulatory and clinical trial costs, and acquisitions. It has not decided how much goes to each use.
Who is on the other side
The prospectus supplement names no placement agent, underwriter or financial adviser for the note. It names Cherry Bekaert LLP only as the independent auditor, and it names no counsel for the financing.
Dilution and share count
The filing shows a net tangible book deficit of $90.7 million, or $0.06 a share, as of March 31, 2026. After the offering, as adjusted, it would be a deficit of $84.1 million, or $0.05 a share. The cover count after the offering rests on 1,693,597,187 shares outstanding as of July 30, 2026. Its dilution table uses an offering price of $0.171 a share, not the $0.16 on the cover, and lists dilution of $0.221 a share. The same table gives 1,606,857,011 shares outstanding as of March 31, 2026. A later section gives 1,647,182,011 shares outstanding on the same date. The company is authorized to issue 2,700,000,000 common shares.
The supplement also sits on top of earlier financings. The April 2026 base prospectus covers up to $52.5 million of convertible promissory notes at a weighted average conversion price of $0.21 a share, which could convert into up to 247,760,932 shares. It also covers up to 92,081,587 shares from warrants at a weighted average exercise price of $0.27. On April 15, 2026, the last reported sale price was $0.20.
The business and the cash burn
The 2025 annual report, filed April 15, 2026, describes DCVax-L as the lead candidate. The company says it completed a 331-patient international Phase III trial in glioblastoma, a brain cancer, and published the results in JAMA Oncology. It submitted a Marketing Authorization Application in the United Kingdom on December 20, 2023. The report says the company plans trials in other solid tumors when resources permit. The second product, DCVax-Direct, has finished a 40-patient Phase I trial, and Phase II preparations go forward as resources permit.
The company's financial figures in the annual report and related XBRL data show a net loss of $60.2 million for 2025, against $83.8 million for 2024. Cash used in operations was $44.8 million for 2025, against $57.0 million for 2024. Research and development expense was $28.8 million for 2025, down from $34.9 million the year before.
The prospectus supplement reports no cash balance for the company, so the $4,655,000 in net proceeds cannot be set against cash on hand using this document.