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As filed with the Securities and Exchange
Commission on December 1, 2016April 4, 2018


SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. 1)
Filed by the Registrant
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oPreliminary Proxy Statement
oConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þDefinitive Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Soliciting Material Pursuant to §240.14a-12
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Northwest Biotherapeutics, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
No fee required.​​​​1​​
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PROXY STATEMENT
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PROPOSAL NO. 1 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK
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PROPOSAL NO. 2 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF PREFERRED STOCK
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PROPOSAL NO. 3 — APPROVAL OF OPTION AWARDS TO THE INDEPENDENT DIRECTORS OF THE BOARD OF DIRECTORS OF THE COMPANY
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
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WHERE YOU CAN FIND MORE INFORMATION
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
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OTHER MATTERS
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APPENDIX A
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(2)Aggregate number of securities to which transaction applies:

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oFee paid previously with preliminary materials.
oCheck box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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NORTHWEST BIOTHERAPEUTICS, INC.

NOTICE OF ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 22, 2016

APRIL [ •], 2018

Dear Stockholder:

You are hereby cordially invited to attend the 2016 Annuala Special Meeting of Stockholders (the “Special Meeting”) of Northwest Biotherapeutics, Inc., (the “Company”), which will be held on December 22, 2016April [•], 2018 at 10:00 a.m.1:30 p.m. (local time) at the offices of Gibson, Dunn & Crutcher LLP, 1050 Connecticut Avenue NW, Washington, DCD.C. 20036, and any adjournments or postponements of the annual meeting.

Special Meeting.

We are holding the AnnualSpecial Meeting for the following purposes:

1.To elect two members to our Board of Directors to serve as Class I directors for a term of three years;
2.To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and
3.To act upon such other matters as may properly come before the meeting or any adjournment thereof.

1.
To approve an amendment to our Amended and Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase our authorized shares of common stock, from 450,000,000 to 1,200,000,000, par value $0.001 per share (the “Common Stock”);
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2.
To approve an amendment to our Certificate of Incorporation, to increase our authorized shares of preferred stock from 40,000,000 to 100,000,000, par value $0.001 per share (the “Preferred Stock”);
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3.
To approve stock option awards to the independent directors of the Board of Directors; and
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4.
To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.
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These matters are more fully described in the attached proxy statement, which is made a part of this notice. At this point, we are not aware of any other business to be transacted at this Annualthe Special Meeting.

Only stockholders of record on our books at the close of business on November 21, 2016March 12, 2018 will be entitled to vote at the annual meetingSpecial Meeting and any adjournments or postponements of the AnnualSpecial Meeting. For 10 days prior to the AnnualSpecial Meeting, a list of stockholders entitled to vote will be available for inspection at our principal executive offices located at 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814. This list also will be available for inspection at the annual meeting.Special Meeting. If you would like to view the stockholder list, please call our executive offices at (240) 497-9024 to schedule an appointment.

A copy

The items to be considered are summarized in this Notice of Special Meeting of Stockholders and more fully described in this Proxy Statement. The Notice of Special Meeting of Stockholders, the Proxy Statement and the enclosed proxy card are first being mailed and made available starting on or about April 5, 2018 to all record holders of shares of our Annual Report on Form 10-K,Common Stock and Preferred Stock as amended, for the fiscal year ended December 31, 2015 which contains our consolidated financial statements for the fiscal year ended December 31, 2015, and other information of interest to stockholders, accompanies this notice and the attached proxy statement. This notice, the attached proxy statement and our 2015 Annual Report on Form 10-K and Form 10-K/A for the fiscal year ended December 31, 2015 are also available, free of charge, in PDF and HTML format athttp://www.edocumentview.com/NWBO and will remain posted on this website at least until the conclusion of the meeting.

close of business on March 12, 2018 (the “Record Holders”). Shares of our Common Stock and Preferred Stock represented by proxies will be voted as described in the Proxy Statement or as specified by each stockholder.

If you have any questions or need assistance voting your shares, please contact our proxy solicitation agent, Georgeson LLC:
[MISSING IMAGE: lg_georgeson.jpg]
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Stockholders, Banks and Brokers Call Toll-Free (866) 821-2550
Monday through Friday, 9:00 AM EDT – 11:00 PM EDT
Saturday, 12:00 PM EDT – 6:00 PM EDT
By Order of the Board of Directors,

/s/ Linda F. Powers

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Chairperson of the Board of Directors

December 1, 2016

April 4, 2018
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE PROMPTLY COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON APRIL [ •] , 2018:

The Proxy Statement is available at: http://www.edocumentview.com/NWBO

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NORTHWEST BIOTHERAPEUTICS, INC.
4800 Montgomery Lane
Suite 800
Bethesda, Maryland 20814

PROXY STATEMENT

INFORMATION CONCERNING SOLICITATION AND VOTING
FOR THE ANNUALSPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON DECEMBER 22, 2016

APRIL [ •] , 2018

This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Northwest Biotherapeutics, Inc. (“we,” “us,” “our” or the “Company”), for use at the 2016 Annuala Special Meeting of Stockholders (the “Special Meeting”) to be held on December 22, 2016April [•], 2018 at 10:00 a.m.1:30 p.m. (local time) at the law firm of Gibson, Dunn & Crutcher LLP, 1050 Connecticut Avenue NW, Washington, DCD.C. 20036, and any adjournments or postponements of the AnnualSpecial Meeting. The Board of Directors, or the Board,“Board,” is soliciting proxies for the purposes set forth in the accompanying Notice of AnnualSpecial Meeting of Stockholders.

Record Date and Share Ownership

Only stockholders of record on our books at the close of business on November 21, 2016March 12, 2018 will be entitled to vote at the AnnualSpecial Meeting and any adjournments or postponements of the AnnualSpecial Meeting. As of the close of business on November 21, 2016,March 12, 2018, we had 124,662,425414,665,188 shares of common stock outstanding.Common Stock outstanding, 3,486,302 shares of Series A Preferred Stock outstanding (the “Series A Preferred Stock”) and 6,282,196 shares of Series B Preferred Stock outstanding (the “Series B Preferred Stock,” and with the Series A Preferred Stock, the “Preferred Stock”). Each share of common stockCommon Stock entitles the record holder to one vote on each matter to be voted upon by the holders of Common Stock at the AnnualSpecial Meeting. Subject to certain exceptions, holders of our Preferred Stock are generally entitled to vote together with holders of our Common Stock on all matters put to our stockholders for a vote, with each share of Preferred Stock being entitled to ten votes per share of Preferred Stock. Pursuant to the terms of the Amended and Restated Series A Preferred Stock Certificate of Designations and the Series B Preferred Stock Certificate of Designations (collectively, the “Certificates of Designations”), respectively, holders of Series A Preferred Stock and Series B Preferred Stock are not entitled to vote their shares on any matter which the holders of Common Stock are entitled to vote as a separate class pursuant to Section 242(b)(2) of the Delaware General Corporation Law. Accordingly, holders of Preferred Stock will not be entitled to vote on Proposal No. 1 described herein. With respect to Proposal No. 2 and Proposal No. 3 described herein, holders of Preferred Stock will be entitled to vote with the holders of Common Stock, with each share of Preferred Stock entitled to ten votes per share of Preferred Stock. In addition, the holders of Preferred Stock will also be entitled to vote as a separate class with respect to Proposal No. 2, as described herein. Copies of the Notice of Annualthe Special Meeting of Stockholders, this proxy statement and the enclosed proxy card and our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2015, will be mailed to stockholders of record on or about DecemberApril 5, 2016. Exhibits to the Annual Report will be provided to any stockholder at no charge upon written or oral request to our corporate secretary at the address set forth under “Communication with the Board of Directors” below.

2018.

Voting in Person

If you plan to attend the Annual Meetingmeeting and vote in person, we will provide you with a ballot to you when you arrive.upon your arrival. However, if you hold your shares in the name of a broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares of Common Stock or Preferred Stock on November 21, 2016,March 12, 2018, the record date for voting.

If you plan to vote in person at the meeting, please bring valid identification. Even if you currently plan to attend the meeting, we recommend that you also submit your proxy as described below so that your vote will be counted if you later decide not to attend the meeting.

Voting by Proxy

Shares represented by a properly executed proxy in the form that accompanies this proxy statement will be voted at the AnnualSpecial Meeting and, if you provide instructions on the proxy, will be voted in accordance with those instructions. If you hold shares in your own name, you may vote by proxy by telephone using the
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toll-free number listed on the enclosed proxy card or by marking, dating, signing and mailing the enclosed proxy card in the prepaid envelope provided. If you vote by telephone, please do not also mail the enclosed proxy card. If you do not provide instructions as to how your shares should be voted, your shares will be voted according to the recommendations of our Board as follows:

•FOR the election of Dr. Alton L. Boynton and Mr. Cofer Black, as Class I Directors;
•FORthe ratification of the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

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FOR the approval of an amendment to our Certificate of Incorporation, as amended, to increase our authorized shares of common stock, from 450,000,000 to 1,200,000,000, par value $0.001 per share (the “Common Stock”);
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FOR the approval of an amendment to our Certificate of Incorporation, as amended, to increase our authorized shares of preferred stock from 40,000,000 to 100,000,000, par value $0.001 per share (the “Preferred Stock”); and
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•
FOR the approval of the stock option awards to the independent directors of the Board of Directors.
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If other matters come before the AnnualSpecial Meeting, the persons named as proxyproxies will vote on such matters in accordance with his or hertheir best judgment. We have not received any notice of other matters that may properly be presented at the AnnualSpecial Meeting. We bear the expense of soliciting proxies. Our directors, officers or employees may also solicit proxies personally or by telephone, e-mail,email, facsimile or other means of communication. We do not intendThe Company has retained Georgeson LLC to pay additional compensationsolicit proxies for doing so.the Special Meeting, and may use the services of other third-parties to solicit proxies for the Special Meeting (in which case the Company may also compensate such other third-parties for services rendered). We might reimburse banks, brokerage firms and other custodians, nominees and fiduciaries representing beneficial owners of our common stock,Common Stock, for their expenses in forwarding soliciting materials to those beneficial owners.

Revoking a Proxy

You may revoke your proxy at any time prior to the start of the AnnualSpecial Meeting by delivering written instructions to our corporate secretary at the address set forth under “Communication with the Board of Directors”below. Attendance at the AnnualSpecial Meeting will not itself be deemed to revoke your proxy unless


you give notice at the annual meetingSpecial Meeting that you intend to revoke your proxy and vote in person. If you are a beneficial owner of shares held in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee.

Quorum Required

A quorum of stockholders is necessary to hold a valid meeting. A majority of shares entitled to vote ongenerally in the election of directors, at the annual meeting present in person or represented by proxy, representsshall constitute a quorum.quorum at the Special Meeting. Shares which abstain from voting on a particular matter and “broker non-votes,” or shares held in “street name” by brokers, banks or other nominees who indicate on their proxies that they do not have discretionary authority to vote such shares on a particular matter, are counted for purposes of determining whether a quorum exists.

Votes Required

Each stockholderholder of Common Stock is entitled to one vote for each share of common stockCommon Stock held on all matters to be voted on at the AnnualSpecial Meeting. Each holder of Preferred Stock is entitled to ten votes for each share of Preferred Stock held on all matters to be voted on at the Special Meeting, except Proposal No. 1. As of November 21, 2016,March 12, 2018, there were 124,662,425414,665,188 shares of our common stockCommon Stock and 9,768,498 shares of our Preferred Stock outstanding and entitled to vote at the Meeting. With respect to “routine” matters, such as the ratification of the selection of our independent registered public accounting firm, a bank, brokerage firm, or other nominee has the authority (but is not required), to vote its clients’ shares if the clients do not provide instructions. When a bank, brokerage firm, or other nominee votes its clients’ shares on routine matters without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted “for”, “against” or “abstaining” with respect to such routine matters.

meeting. With respect to “non-routine” matters, such as the election of directors,Proposal No. 1 and Proposal No. 2, a bank, brokerage firm or other nominee is not permitted under the rules governing self-regulatory organizations, or SRO rules, to vote its clients’ shares if the clients do not provide instructions. The bank, brokerage firm or other nominee will so note on the voting instruction form and this constitutes a “broker non-vote.” “Broker non-votes”Broker non-votes and abstentions, if any, will have the effect of votes “AGAINST” with respect to such non-routine matters.

Voting Agreements
The holders of our Series A Preferred Stock and Series B Preferred Stock have previously entered into voting agreements with the Company. During the term of such voting agreements, the holders of our
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Preferred Stock agreed for purposes of any shareholder meeting or action of any kind, the holder will cause the Common Stock and shares of Preferred Stock owned of record or beneficially by the holder (the “Covered Shares”) to be counted as present for purposes of establishing a quorum, and will respond to conduct business ateach request by the Meeting, butCompany for written consent, if any, and the holder will vote (or consent) or cause to be voted (or cause consent to be granted), all Covered Shares in accordance with the recommendations of the Company’s Board of Directors with respect to any amendment to the Company’s Certificate of Incorporation as the Board of Directors may deem necessary or appropriate to increase the Company’s authorized Common Stock and/or Preferred Stock. Pursuant to the terms of the voting agreements, all outstanding shares of Preferred Stock beneficially owned by stockholders as of March 12, 2018, will be voted in favor of Proposal No. 2. As described above, the holders of Preferred Stock are not entitled to vote with respect to Proposal No. 1. In addition, holders of  [         ] shares of our Common Stock are currently subject to similar voting agreements with the Company and such shares of Common Stock will be voted in favor of both Proposal No. 1 and Proposal No. 2.
The voting agreements and the respective terms thereto will terminate upon the earlier of  (i) the date the stockholders of the Company approve an increase to the maximum number of shares authorized for determiningissuance, or (ii) June 1, 2018. The foregoing description of the voting agreements is qualified in its entirety by reference to the full text of the forms of voting agreement filed with the Securities and Exchange Commission on December 7, 2017 and January 4, 2018, and incorporated herein by reference.
Proxy Solicitation
The Company has retained the services of Georgeson LLC, and may retain the services of other third-parties, to solicit the proxies of certain stockholders for the Special Meeting. The cost of services to be rendered by Georgeson LLC is estimated to be $19,000, plus reimbursement of reasonable out-of-pocket expenses. In addition, certain of the Company’s officers and employees (who will receive no extra compensation for their services) may solicit proxies.
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PROPOSAL NO. 1 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
COMMON STOCK.
General
Our Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation (the “Common Stock Increase Amendment”) to increase the number of authorized shares voted “for”, “against”, “abstaining” or “withheld from”of our common stock from 450,000,000 to 1,200,000,000 (“Proposal No. 1”). The Company’s Certificate of Incorporation currently authorizes the issuance of 450,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”). As of March 23, 2018, we had 414,665,188 shares of Common Stock outstanding. The increase in our authorized shares of Common Stock will be effective upon the filing of the Common Stock Increase Amendment to the Certificate of Incorporation with respect to such non-routine matters.

Proposal 1: Electionthe Secretary of Dr. Alton L. BoyntonState of the State of Delaware.

Effects and Mr. Cofer BlackPurpose of the Increase in Authorized Common Stock
The additional shares of Common Stock will have the same rights as the Class Ipresently authorized shares, including the same voting rights, and rights to dividends and other distributions and will be identical in all other respects to our Common Stock now authorized.
As of March 23, 2018, the Company had 414,665,188 shares of Common Stock issued and outstanding. Given the Company’s need for additional available authorized shares of Common Stock to meet the Company’s capital needs, as well as the Company’s obligations in respect of its outstanding stock options, warrants and convertible securities, the Board of Directors

Under believes that the increase in the number of authorized shares of Common Stock is necessary and in the Company’s best interests.

Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our bylaws,Common Stock, the Board of Directors may in the future issue the additional shares of Common Stock authorized by the Common Stock Increase Amendment to raise additional capital, to satisfy obligations in respect of its outstanding stock options, warrants and convertible securities, to provide equity incentives to employees, officers or directors or for other purposes.
If the Common Stock Increase Amendment is approved, the Company will have sufficient shares of Common Stock available to facilitate the following transactions on behalf of its investors:
•
the Company anticipates the conversion of all 3,486,302 outstanding shares of its Series A Preferred Stock and all 6,355,696 outstanding shares of its Series B Preferred Stock into shares of Common Stock, in each case at the rate of 10 shares of Common Stock for each share of Preferred Stock;
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the Company can accommodate the exercise (which will be at the election of the holders) of any of the 333.7 million of outstanding warrants, most of which are currently subject to limitations on exercise related to the availability of common shares;
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the 42,506,716 stock options which were awarded to directors requiresand officers as equity compensation and vested can become exercisable, and the 33,516,401 stock options which are vesting monthly over periods of up to 23 months can become exercisable after they have vested; and
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holders of other convertible securities of the Company may convert such securities into common shares and warrants of the Company, as applicable.
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In addition to the potential issuances listed above, which the Company anticipates may take place if the Common Stock Increase Amendment is approved, the Company also anticipates issuances in ongoing financings in connection with the Company’s clinical trial programs and operations. The Company does not currently have specific plans for a significant financing, but will need to raise further funding over the course of this year as it has done in preceding years.
Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have or be used for an anti-takeover effect, the Common Stock Increase Amendment is not being proposed in response to any effort of which the Company is aware to accumulate shares of our Common Stock or obtain control of the Company.
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Our Common Stock is currently registered under the Securities Exchange Act of 1934, as amended, and the Company is subject to the periodic reporting and other requirements of the Exchange Act. The Common Stock Increase Amendment will not affect the registration of the Company’s Common Stock under the Exchange Act.
No Appraisal Rights
No stockholder appraisal rights will be applicable in connection with the Common Stock Increase Amendment.
Implementation of the Common Stock Increase Amendment
If the Common Stock Increase Amendment is approved at the Special Meeting, our Board intends to implement the Common Stock Increase Amendment by filing an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware as contemplated by the proposed form of  “Certificate of Amendment” attached hereto as Appendix A.
Vote Required for Approval
The affirmative vote of holders of a pluralitymajority of the votes cast, and votes may be cast in favoroutstanding shares of our Common Stock entitled to vote at the Special Meeting, voting as a separate class, is required to approve the amendment to our Certificate of Incorporation to effect the Common Stock Increase Amendment. Pursuant to the terms of the nomineeCertificates of Designations, holders of Preferred Stock do not have the right to vote their shares on Proposal No. 1. Record Holders of Common Stock, other than holders of our Common Stock that are subject to the voting agreements with the Company described above, may vote, either “for” or withheld. A “plurality” means that the nominee receiving the most votes for election to a director position is elected to that position. You“against” approval of Proposal No. 1, or may withhold votes“abstain” from a nominee by notation on your proxy card.voting. In accordance with Delaware law, abstentions and broker non-votesa properly executed proxy marked “ABSTAIN” with respect to Proposal No. 1 will not be voted with respect to such amendment, although it will be counted for purposes of determining whether there is a quorum present and the presencetotal number of votes cast with respect to Proposal No. 1 and will therefore have the same effect as a vote “AGAINST” Proposal No. 1. Holders of our Common Stock that are subject to the voting agreements with the Company described above are obligated to vote “for” the approval of Proposal No. 1. If a majority of the outstanding shares of our Common Stock are not voted to approve Proposal No. 1, the increase to the authorized shares of our Common Stock will not take effect at that time.
Recommendation
We recommend that you vote FOR approval of the Amendment to our Certificate of Incorporation to effect the Common Stock Increase Amendment.
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PROPOSAL NO. 2 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
PREFERRED STOCK.
General
Our Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation (the “Preferred Stock Increase Amendment”) to increase the number of authorized shares of our preferred stock from 40,000,000 to 100,000,000 (“Proposal No. 2”). The Company’s Certificate of Incorporation currently authorizes the issuance of 40,000,000 shares of Preferred Stock, par value $0.001 per share (the “Preferred Stock”). As of March 23, 2018, we had 3,486,302 shares of Series A Preferred Stock outstanding and 6,355,696 shares of Series B Preferred Stock outstanding. The increase in our authorized shares of Preferred Stock will be effective upon the filing of the Preferred Stock Increase Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.
Effects and Purpose of the Increase in Authorized Preferred Stock
The additional shares of authorized Preferred Stock would be able to be issued with such designations, preferences and relative, participating, optional, conversion or absenceother special rights (if any) of such series and the qualifications, limitations or restrictions (if any) thereof, as the Board of Directors may in the future establish by resolution or resolutions and by filing a certificate pursuant to the Delaware General Corporation Law (a “Preferred Stock Designation”), from time to time providing for the issuance of such Preferred Stock. No vote of the holders of the Common Stock or the Preferred Stock, unless otherwise expressly provided in a Preferred Stock Designation creating any series of Preferred Stock, will be a prerequisite to the issuance of any shares of any series of the Preferred Stock authorized by and complying with the conditions of the Certificate of Incorporation.
The Board’s objective in approving the Preferred Stock Increase Amendment to increase the authorized shares of Preferred Stock is to provide maximum flexibility with respect to future financing transactions. Preferred Stock is commonly authorized by publicly traded companies and is sometimes used as a preferred means of raising capital. In some circumstances, companies, including us, have been required to utilize senior classes of securities to raise capital, with the terms of those securities being negotiated and tailored to meet the needs of both investors and issuing companies. Such senior securities often include liquidation preferences and dividend rights, conversion privileges and other rights not found in Common Stock.
If the Preferred Stock Increase Amendment is approved, the Company anticipates issuances in ongoing financings in connection with the Company’s clinical trial programs and operations. The Company does not currently have specific plans for a significant financing, but will need to raise further funding over the course of this year as it has done in preceding years.
No Appraisal Rights
No stockholder appraisal rights will be applicable in connection with the Preferred Stock Increase Amendment.
Implementation of the Preferred Stock Increase Amendment
If the Preferred Stock Increase Amendment is approved at the Special Meeting, our Board intends to implement the Preferred Stock Increase Amendment by filing an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware as contemplated by the proposed form of  “Certificate of Amendment” attached hereto as Appendix A.
Vote Required for Approval
The affirmative vote of holders of a quorum. Abstentionsmajority of the outstanding shares of our Common Stock and broker non-votesPreferred Stock entitled to vote at the Special Meeting, voting as a single class, and the affirmative vote of holders of a majority of the outstanding shares of our Preferred Stock, voting as a separate class, are
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required to approve the amendment to our Certificate of Incorporation to effect the Preferred Stock Increase Amendment. Record Holders of Common Stock and Preferred Stock, other than holders of our Common Stock and Preferred Stock that are subject to the voting agreements with the Company described above, may vote, either “for” or “against” approval of Proposal No. 2, or may “abstain” from voting. In accordance with Delaware law, a properly executed proxy marked “ABSTAIN” with respect to Proposal No. 2 will not be voted with respect to such amendment, although it will be counted for purposes of determining whether there is a quorum present and the total number of shares voted invotes cast with respect to Proposal No. 2 and will therefore have the electionsame effect as a vote “AGAINST” Proposal No. 2. Holders of our Common Stock and accordingly, will not affectPreferred Stock that are subject to the electionvoting agreements with the Company described above are obligated to vote “for” the approval of directors.

Proposal 2: RatificationNo. 2. If a majority of the appointmentvotes of Marcum LLPall our outstanding shares of our Common Stock and Preferred Stock, voting as our registered public accounting firm fora single class, and the fiscal year ending December 31, 2016

The affirmative vote of holders of a majority of the votes castoutstanding shares of our Preferred Stock, voting as a separate class, are not voted to approve Proposal No. 2, the increase to the authorized shares of our Preferred Stock will not take effect at that time.

Recommendation
We recommend that you vote FOR approval of the Amendment to our Certificate of Incorporation to effect the Preferred Stock Increase Amendment.
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PROPOSAL NO. 3 — APPROVAL OF OPTION AWARDS TO THE INDEPENDENT DIRECTORS OF THE BOARD OF DIRECTORS OF THE COMPANY
General
The Company’s compensation philosophy is to ensure that the Company’s compensation and benefits policies attract and retain the key employees and independent directors necessary to support the Company’s growth and success, both operationally and strategically, and motivate its key employees and independent directors to achieve short- and long-term goals to help build stockholder value.
At present, two of our five Board members are drawn from Company management and serve ex officio, and three of our Board members are “independent” as that term is defined within the meaning of Section 5605(a)(2) of the NASDAQ Marketplace Rules.
The Company’s ex officio Directors do not receive any compensation for their service on the Board. The Company’s independent directors are supposed to receive a combination of cash and equity compensation. However, to date the independent directors have received no equity compensation, and the cash portion of their compensation has been delayed for months and in some cases years (and is currently substantially in arrears).
Two of the independent directors, Mr. Jasinowski and Dr. Malik, have now been serving on the Company’s Board for approximately 6 years. The third independent director, Ambassador Black, has been serving for approximately 2 years. The Company promised equity compensation when they joined the Board years ago, and the Company has continued to promise equity compensation throughout their years of service.
In determining the independent directors’ compensation, we take into account market data and practices, and we evaluate and compare the nature and scope of responsibilities undertaken and contributions made by our independent directors in helping to support the Company and its operations. We reviewed information about director compensation arrangements at a number of other biotech and pharmaceutical companies in our peer group, and information about the extent of the directors’ activities in those companies, based upon the companies’ public filings. We also compared the nature and extent of those directors’ involvement with the involvement of the independent directors in our Company.
Determination of Our Directors’ Equity Compensation
On February 26, 2018, the disinterested members of the Company’s Board of Directors approved option awards for the independent directors, subject to shareholder approval at the Special Meeting (the “Options”).
The Option awards were based on a number of factors and considerations. One consideration was the extraordinarily long period that the independent directors have been serving without having received any equity compensation, despite the Company’s promises to make such awards. The awards being made now are taking account of the independent directors’ years of service to date, as well as the continuation of their service going forward.
Another set of considerations in determining the Option awards was the extraordinary amount time, effort and support contributed by the independent directors throughout their respective periods of service, going far beyond the activities typically involved in Board service. For example, while an average board of directors might meet four to six times a year, our Board meets on average at least two dozen times per year, sometimes more. In addition, the independent directors have provided active support and assistance to management in a variety of areas, including financing.
A further set of considerations in regard to the Option awards involves the extent of personal and professional risk our independent directors have endured in serving on our Board. Our Company has experienced ongoing attacks from short sellers and from bloggers, whom the Company believes may be connected with short sellers. The attacks have also gone beyond the Company itself: aggressive personalized attacks have been made against our directors individually, on a personalized basis, in blogs, social media and message boards. Further, our Company has been subjected to multiple lawsuits which we believe were
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without merit, which we fought vigorously and settled favorably — but which named our directors personally and put them at personal risk. To our knowledge, virtually no directors of other companies in our peer group have had to put up with anything like these personalized attacks and lawsuits, as our directors have.
Of special note, in addition to undertaking far more activities in support of the Company’s operations than would normally be expected of directors, enduring attacks and lawsuits, tolerating long delays in their cash compensation and waiting for as long as 6 years for the Company to implement their equity compensation, the directors have also provided personal loans to the Company to help it survive, on terms far more favorable to the Company than market based terms, and allowed such loans to remain outstanding and unpaid long after they were due.
For all of the above reasons, the disinterested directors approved the Options, subject to shareholder approval, and our management also strongly supports the Option awards.
Summary of the Stock Option Awards
The Options are not currently exercisable and will become exercisable only when shares of Common Stock are available for issuance. The Options will be exercisable for Common Stock of the Company at the same price per share as the Common Stock into which the Series B Preferred Stock is convertible, which the Company has sold to investors: $0.23 per share of Common Stock. The Options will have an exercise period of ten years from the time they become exercisable. Half of the Options are vested at the time of issuance and half will vest monthly over the course of 24 months after issuance, subject to acceleration in certain circumstances.
The Options awarded to Mr. Jerry Jasinowski will be exercisable for up to 4,900,000 shares of Common Stock. The Options awarded to Dr. Navid Malik will be exercisable for up to 9,065,000 shares of Common Stock. The Options awarded to Ambassador J. Cofer Black will be exercisable for up to 1,715,000 shares of Common Stock.
Shareholder Action
We are asking stockholders to consider and approve the stock option awards to the independent members of the Company’s Board of Directors as described above in this Proposal No. 3.
No Appraisal Rights
No stockholder appraisal rights will be applicable in connection with the approval of the stock option awards to our independent directors.
Vote Required for Approval
The affirmative vote of holders of a majority of the outstanding shares of our Common Stock and Preferred Stock, entitled to vote at the Special Meeting, voting as a single class, is required to ratifyapprove the appointmentstock option awards to the independent directors of Marcum LLP as our registered public accounting firm for the fiscal year ending December 31, 2016. YouBoard of Directors. Record Holders of Common Stock and Preferred Stock, may vote, either “for” or “against” the ratificationapproval of the appointment of Marcum LLP as our registered public accounting firm for fiscal year ending December 31, 2016Proposal No. 3, or you may “abstain” from voting. AbstentionsIn accordance with Delaware law, a properly executed proxy marked “ABSTAIN” with respect to Proposal No. 3 will not be voted with respect to such amendment, although it will be counted for purposes of determining the number of shares voted on the matter and, accordingly, will not affect the ratification of Marcum’s appointment. Proposal 2whether there is a “routine” matter, meaning that a bank, brokerage firm or other nominee has the authority (but is not required) under Nasdaq Rules to vote its clients’ shares if the clients do not provide instructions.

Householding

Stockholders of record who reside at the same address will receive a single copy of our Annual Report, Proxy Statement and Notice of Annual Meeting. Each stockholder in the household, however, will receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information


received at your household and helps to reduce our expenses. If you would like to receive a separate copy of any of these materials, please call or write us at the address set forth under“Communication with the Board of Directors”below, and we will promptly deliver the requested materials to you.

If you receive multiple copies of our Annual Report, Proxy Statement and Notice of Annual Meeting and wish to receive a single copy in the future, please contact us at the address set forth under “Communication with the Board of Directors” below. If you hold your shares in street name, you should contact your broker or nominee regarding combining mailings.


PROPOSAL NO. 1 — ELECTION OF DIRECTOR

Directors and Nominee for Director

We have a classified Board of Directors currently consisting of three Class I directors (Dr. Alton L. Boynton, Mr. Cofer Black and Ms. Susan Bayh), two Class II directors (Robert A. Farmer and Jerry Jasinowski), two Class III directors (Linda F. Powers and Dr. Navid Malik). Mr. Black and Ms. Bayh were appointed in January 2016 as Class I Directors to serve for the approximately one-year term then remaining for Class I Directors.

At each annual meeting of stockholders, the applicable Class directors are elected to succeed those whose terms are expiring. This year, two Class I directors will be presented to the stockholders for election to a three-year term that expires at the 2019 Annual Meeting. The Class II directors have a term that expires at the 2017 annual meetingquorum present and the Class III directors have a term that expires at the 2018 Annual Mmeeting.

The persons named in the enclosed proxy will vote to elect Dr. Alton L. Boynton and Mr. Cofer Black as the Class I directors unless your proxy is marked otherwise. Dr. Boynton and Mr. Black have indicated his willingness to serve, if elected. If Dr. Boynton or Mr. Black should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe that Dr. Boynton or Mr. Black will be unable to serve if elected.

Set forth below is the name and age of each member of our Board (including Dr. Alton L. Boynton and Mr. Cofer Black, the nominees for election as Class I directors), and the positions and offices held by him, his principal occupation and business experience during at least the past five years, the names of other publicly held companies of which he serves as a director and the year of the commencement of his term as a member of our Board.

Vote Required

Directors are elected by a plurality of the votes cast at the Annual Meeting. This means that the Class I nominees receiving the highesttotal number of votes will be elected.

Voting by the Proxies

The proxies will vote your common stock in accordance with your instructions. If you are a stockholder of record, and you return a signed and dated proxy card, unless you mark your proxy card to withhold authority to vote, your common stock will be voted for the election of the nominee named in this proxy statement.

If you are a beneficial owner of shares held in street name and you do not provide your broker with voting instructions, under the SRO rules governing brokers, your broker may not vote your shares on the election of directors.

Recommendation

We recommend that you voteFORDr. Alton L. Boynton and Mr. Cofer Black as Class I directors.

Family Relationships

There are no family relationships between any of our directors or executive officers.


Directors

Informationcast with respect to Proposal No. 3 and will therefore have the number of shares of common stock beneficially owned by each director, directly or indirectly, as of November 21, 2016 appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”

NameAgePosition
Linda F. Powers61Class III Director, Chairperson, President and Chief Executive Officer
Dr. Alton L. Boynton72Class I Director, Chief Scientific Officer
Mr. Cofer Black66Class I Director
Ms. Susan Bayh56Class I Director
Robert A. Farmer76Class II Director
Dr. Navid Malik47Class III Director
Jerry Jasinowski73Class II Director

Director Biographies

Linda F. Powers.  Ms. Powers has served as the Chairperson of our Board of Directors since her appointment on May 17, 2007 and Chief Executive Officer and President since June 8, 2011. Ms. Powers servedsame effect as a managing director of Toucan Capital Fund II from 2001 to 2010, and Toucan Capital Fund III thereafter. She also has over 15 years’ experience in corporate finance and restructurings, mergers and acquisitions, joint ventures and intellectual property licensing. Ms. Powers is a Board member of M2GEN (an affiliate of Moffitt Cancer Center), the Chinese Biopharmaceutical Association, and the Rosalind Franklin Society. She was the Chair of the Maryland Stem Cell Research Commission for the first two years of the state’s stem cell funding program, and has served more than four additional years on the Commission. Ms. Powers served for several years on a Steering Committee of the National Academy of Sciences, evaluating government research funding, and has been appointed to three Governors’ commissions created to determine how to build the respective states’ biotech and other high-tech industries. For more than six years, Ms. Powers taught an annual internal course at the National Institutes of Health for the bench scientists and technology transfer personnel on the development and commercialization of medical products. Ms. Powers serves on the boards of several private biotechnology companies. Ms. Powers holds a B.A. from Princeton University, where she graduated magna cum laude and Phi Beta Kappa. She also earned a J.D., magna cum laude, from Harvard Law School. We believe Ms. Powers’ background and experience make her well qualified to serve as a Director.

Alton L. Boynton, Ph.D.  Dr. Boynton co-founded our Company, has served as our Chief Scientific Officer and a Director since our inception in 1998, was appointed our Chief Operating Officer in August 2001, was appointed President in May 2003, and served as Chief Executive Officer from June 2007 to June 2011. Prior to founding our Company, Dr. Boynton headed the Molecular Oncology research lab at the Pacific Northwest Research Foundation (the original foundation of Bill Hutchinson, from which the Fred Hutchinson Cancer Center was spun off). Dr. Boynton also served as Director of the Department of Molecular Medicine of Northwest Hospital from 1995 to 2003 where he coordinated the establishment of a program centered on carcinogenesis. Prior to joining Northwest Hospital, Dr. Boynton was Associate Director of the Cancer Research Center of Hawaii, The University of Hawaii, where he also held the positions of Director of Molecular Oncology of the Cancer Research Center and Professor of Genetics and Molecular Biology. Dr. Boynton received his Ph.D. in Radiation Biology from the University of Iowa in 1972. We believe Dr. Boynton’s background and experience make him well qualified to serve as a Director.

Robert A. Farmer.  Mr. Farmer was appointed to the Board of Directors in December 2009. Currently, and during the past five years, Mr. Farmer has served on the boards of directors of International Data Group, Dale Carnegie Associates, Sober Steering Sensors, LLC, Charlesbridge Publishing, and Haute Living. Mr. Farmer served as the national treasurer of four presidential campaigns, including those for John Kerry, Bill Clinton, Michael Dukakis and John Glenn. In these roles he led fundraising of over $800 million. He served under Ron Brown as treasurer of the Democratic National Committee, and served for eight years as treasurer of the Democratic Governors Association. President Clinton appointed Mr. Farmer as the United States Consul General to Bermuda, where he served from 1994 to 1999. Mr. Farmer also had a successful career as an entrepreneur, including building his own publishing company, which he sold in 1983. Mr. Farmer


is a graduate of Dartmouth College and Harvard Law School. We believe Mr. Farmer’s background and experiences in finance and as an entrepreneur, as well as his service on other boards of directors, make him well qualified to serve as a Director.

Jerry Jasinowski.  Mr. Jasinowski was appointed to the Board of Directors in April 2012. Mr. Jasinowski retired in 2007. Mr. Jasinowski currently serves on the boards of directors of Procurian and the Washington Tennis and Education Foundation and has held directorships in several other companies since 1990. From 2004 through 2007, Mr. Jasinowski served as the President of the Manufacturing Institute, an organization dedicated to improving and expanding manufacturing in the United States, of which he was a founder. Mr. Jasinowski was also the President and CEO of the National Association of Manufacturers, a trade association with 13,000 corporate members from 1990 to 2004. Mr. Jasinowski holds an A.B. in Economics from Indiana University and an M.A. in Economics from Columbia University. We believe that Mr. Jasinowski’s extensive experience across a wide range of manufacturing, technology, and financial firms, including Fortune 1000 and Fortune 500 companies, make him well qualified to serve as a Director.

Dr. Navid Malik.  Dr. Malik was appointed to the Board of Directors in April 2012. Dr. Malik was previously the Head of Life Sciences Research at Cenkos Securities Plc. in the U.K., an institutional stockbroking securities firm. From September 2011 through January 2012, Dr. Malik was the Head of Life Sciences Research at Sanlam (Merchant Securities), a global financial services firm. Dr. Malik was Partner and Head of Life Sciences at Matrix Investment Banking Division, Matrix Group, a financial services firm in London, from December 2008 through September 2011. Dr. Malik was a Senior Pharmaceuticals and Biotechnology Analyst at Wimmer Financial LLP from September 2008 through December 2008, and was the Senior Life Sciences Analyst at Collins Stewart Plc from January 2005 through September 2008. In 2011, Dr. Malik was awarded two StarMine Awards (awarded each year by Thomson Reuters and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector, and Number Two Stock Picker in the U.K. and Ireland Healthcare Sector. Dr. Malik holds a Ph.D. in Drug Delivery within Pharmaceutical Sciences, as well as degrees in Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik also holds an MBA in finance from the City University Business School, London. We believe that Dr. Malik’s extensive experience in the life sciences fields and investment banking sector make him well qualified to serve as a Director.

J. Cofer Black.  Ambassador Black was appointed to the Board of Directors in January 2016 to serve for the approximately one-year remaining term for Class I Directors. Ambassador Black is an internationally renowned U.S. government leader and expert in cybersecurity, counterterrorism and national security. Since 2009, he has served as Vice President for Global Operations at Blackbird Raytheon Technologies, a division of Raytheon Company, a NYSE-listed security company. From 2004 until 2008, he provided strategic guidance and business development as Vice Chairman of Blackwater Worldwide and as Chairman of Total Intelligence Solutions. During 2002 – 2005, he was appointed by the President of the United States to serve as the Ambassador, Coordinator for Counterterrorism, reporting directly to the Secretary of State for developing, coordinating and implementing American counterterrorism policy. Prior to his role as Ambassador, he served a 28-year career in the Central Intelligence Agency, reaching Senior Intelligence Service (SIS-4) level as Director, Counterterrorist Center (D/CTC), where he managed 1,300 professional personnel and an annual operational budget of more than one billion dollars. Ambassador Black is experienced representing the United States at the Head of State level, managing media as a diplomatic spokesperson and in public speaking as keynote speaker both as a senior U.S. Government official and business leader. Ambassador Black has received numerous awards and recognitions throughout his career, including the Distinguished Intelligence Medal (the CIA’s highest award for achievement). Ambassador Black received a B.A. in International Affairs from the University of Southern California in 1973 and a M.A. in International Affairs for the University of Southern California in 1974. We believe Ambassador Black’s background and experience make him well qualified to serve as a Director.

Susan B. Bayh.  Ms. Bayh was appointed to the Board of Directors in January 2016 to serve for the approximately one-year remaining term for Class I Directors. Ms. Bayh brings 25 years of experience related to the pharmaceutical and biotech industries, including in immunotherapies for cancer. Ms. Bayh previously served as in-house counsel for Eli Lilly’s Pharmaceutical Division, and currently holds directorships at the following companies: Emmis Communications, Inc., a NASDAQ-listed radio and media company


(1994 – present) and Dendreon Corp., a NASDAQ-listed company focusing on prostate cancer (2003 – present). Further, Ms. Bayh previously held directorships during the past five years at the following companies: Anthem Inc. (previously known as Wellpoint, Inc.), a NYSE-listed health insurance company (1998 – 2013); Curis, Inc., a NASDAQ-listed biotech company focusing on oncology (2000 – 2013); and Dyax, Inc., a NASDAQ-listed biotech company focused on hereditary angioedema (2003 – 2012). Ms. Bayh currently serves as a member of the Dean’s Council of Indiana University School of Public and Environmental Affairs, and is a guest lecturer on corporate governance issues at the Wharton School at the University of Pennsylvania. From 1994 until 2001, Ms. Bayh served as US Commissioner on behalf of the U.S. State Department to the International Joint Commission between the United States and Canada. Ms. Bayh also served as First Lady of Indiana from 1988 – 1996 during her husband’s (Evan Bayh) term as Governor of Indiana, and was involved in various philanthropic efforts including the Indiana Literacy Foundation. Ms. Bayh is licensed to practice law in the State of Indiana and the District of Columbia. She received a B.S. from the University of California at Berkeley in 1981 and a J.D. from the University of Southern California Law School in 1984. Ms. Bayh’s term as a director will expire at the Annual Meeting.


PROPOSAL NO. 2 — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

Pursuant to its charter, the Audit Committee of our Board has appointed the firm Marcum LLP, or Marcum, to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2016. Marcum, served as our independent registered public accounting firm for the fiscal year ended December 31, 2015. While the Audit Committee is solely responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Committee and the Board are requesting that the stockholders ratify this appointment.vote “AGAINST” Proposal No. 3. If the stockholders ratify this appointment, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time if it believes that doing so would be in the best interests of our Company. If the stockholders do not ratify this appointment, the Audit Committee may reconsider, but might not change, its appointment. If the stockholders do ratify this appointment, the Audit Committee may nevertheless decide to change our accounting firm.

Representatives of Marcum are not expected to be present at the Annual Meeting of stockholders.

Vote Required

Ratification of the appointment of Marcum as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast atof all our outstanding shares of our Common Stock and Preferred Stock, voting as a single class, are not voted to approve Proposal No. 3, the meeting.

Voting by the Proxies

The proxies will vote your common stock in accordance with your instructions. If you are a stockholder of record and you return a signed and dated proxy card, unless you give specific instructionsoption awards to the contrary, your common stockindependent directors of the Board of Directors will be voted forcancelled, as described above.

Recommendation
We recommend that you vote FOR the ratificationapproval of the appointment of Marcum as ourstock option awards to the independent registered public accounting firm for the fiscal year ending December 31, 2016.

Recommendation

The Board unanimously recommends that you voteFOR the ratificationdirectors of the appointmentBoard of Marcum as our independent registered public accounting firm for the fiscal year ending December 31, 2016.

Directors.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents information regarding the beneficial ownership of our common stockCommon Stock as of November 21, 2016March 23, 2018 by:

•
each person, or group of affiliated persons, who is known by us to own beneficially or more than 5% of any class of our equity securities;
​
•
our directors and nominees for director;
​
•
each of our named executive officers, as defined in Item 402(a)(3) of Regulation S-K; and
​
•
our directors and executive officers as a group.

​
Shares of common stockCommon Stock beneficially owned and the respective percentages of beneficial ownership of common stock assumesCommon Stock assume the exercise of all options, warrants and other securities convertible into common stockCommon Stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of November 21, 2016.March 23, 2018. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stockCommon Stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stockCommon Stock beneficially owned by any other person.

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and the entities named in the table have sole voting and investment power with respect to all shares of common stockCommon Stock that they beneficially own, subject to applicable community property laws, and/or contractual or other obligations, if any. The table below is based upon the information supplied by our executive officers, directors and principal stockholderstransfer agent, Computershare Trust Company, N.A., the Company’s records and from Schedules 13D and 13G filed with the SEC.

Securities and Exchange Commission (the “SEC”).

Except as otherwise noted, the address of the individuals in the following table is c/o Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, MD 20814.

Name of Beneficial Owner​​Number of
Shares
Beneficially
Owned		​​
Percentage(1)
​
Officers and Directors​​​
Alton L. Boynton, Ph.D.(2)
​​​​12,189​​​​​*%​​
Marnix L. Bosch, Ph.D., M.B.A.(3)
​​​​151,043​​​​​*%​​
Linda F. Powers(4)
​​​​8,680,629​​​​​2.1%​​
Leslie J. Goldman(5)
​​​​294,661​​​​​*%​​
Dr. Navid Malik(6)
​​​​10,000​​​​​*%​​
Jerry Jasinowski(7)
​​​​1,365,031​​​​​*%​​
All executive officers and directors as a group (6 persons)​​​​10,513,553​​​​​2.5%​​
5% Security Holder​​​
Woodford Investment Management LLP(8)
9400 Garsington Road
Oxford OX4 2NH, UK
​​​​24,815,028​​​​​6.0%​​
  
Name of Beneficial Owner Number of
Shares
Beneficially
Owned		 Percentage(1)
Officers and Directors
          
Alton L. Boynton, Ph.D.(2)  185,058   *% 
Marnix L. Bosch, Ph.D., M.B.A.(3)  151,381   *% 
Linda F. Powers(4)  34,731,161   24.78% 
Robert A. Farmer(5)  174,139   *% 
Leslie Goldman(6)  504,285   *% 
Dr. Navid Malik  10,000   *% 
Jerry Jasinowski(7)  134,573   *% 
J. Cofer Black(8)  —   * 
Susan Bayh(9)  —   * 
All executive officers and directors as a group (9 persons)  35,900,906   25.48% 
5% Security Holders
          
Cognate BioServices, Inc.(10)
4800 East Shelby Drive,
Suite 108, Memphis, TN		  25,242,223   18.66% 
Woodford Investment Management LLP(11)
9400 Garsington Road
Oxford OX4 2NH, UK		  25,915,937   20.95% 
​

*Less than 1%.
*
Less than 1%.

(1)Percentage represents beneficial ownership percentage of common stock calculated in accordance with SEC rules and does not equate to voting percentages. Based upon 124,662,425 shares of common stock issued and outstanding as of November 21, 2016.
(2)Consists of (i) 1,880 shares held by Dr. Boynton and (ii) 183,178 shares of common stock underlying options that are currently exercisable.
(3)Consists of (i) 9,802 shares held by Dr. Bosch and (ii) 141,579 shares of common stock underlying options that are currently exercisable.
(4)Consists of (i) 1,572,200 shares held by Ms. Powers; (ii) 592,500 shares of common stock underlying currently exercisable options and 1,070,303 shares of common stock underlying currently exercisable warrants held by Ms. Powers; (iii) 804,145 shares of common stock held by Toucan Capital Fund III, L.P.; (iv) 1,732,246 shares of common stock underlying currently exercisable warrants held by Toucan Capital; (v) 2,211,784 shares of common stock held by Toucan Partners, LLC; (vi) 1,505,739 shares of common stock underlying currently exercisable warrants held by Toucan Partners; (vii) 13,684,294 shares of common stock underlying warrants held by Cognate BioServices, Inc.; and (viii) 11,557,929 shares of common stock held by Cognate BioServices, Inc. Ms. Powers has voting and dispositive power over the securities owned by the Toucan entities and Cognate BioServices, Inc.
(5)Consists of (i) 135,417 shares held by Mr. Farmer and (ii) 38,722 shares of common stock underlying currently exercisable warrants.
(6)Consists of (i) 172,742 held by Mr. Goldman, (ii) 238,008 shares of common stock underlying currently exercisable warrants, and (iii) 93,535 shares of common stock underlying currently exercisable options.
(7)Consists of (i) 79,317 shares held by Mr. Jasinowski and (ii) 55,256 shares of common stock underlying currently exercisable warrants.
(8)Shares of common stock will be issued upon completion of Mr. Black’s current term.
(9)Shares of common stock will be issued upon completion of Ms. Bayh’s current term.
(10)Consists of (i) 13,684,294 shares of common stock and (ii) 11,557,929 shares of common stock underlying currently exercisable warrants. Linda Powers holds the voting and dispositive power over the shares held by Cognate BioServices, Inc.
(11)Upon information and belief, Neil Woodford holds the voting and dispositive power over the shares held by Woodford Investment Management LLP.
​
(1)

CORPORATE GOVERNANCE MATTERS

Board Leadership Structure

The Board believes that Ms. Powers’ service as both ChairpersonPercentage represents beneficial ownership percentage of the Board and Chief Executive Officer is in the Company’s best interest and our stockholders’ best interests. Ms. Powers possesses detailed and in-depth knowledge of the issues, opportunities, and challenges facing us, and is thus, we believe, best positioned to develop Company strategies, business plans and priorities, and corresponding Board agendas that ensure that the Board’s time and attention are focused on the most critical matters. The Company has multiple major programs under way, with operations and infrastructure on two continents, which we believe is unusual for a small biotech company and requires heightened efficiency and involvement between the Board and management. Ms. Powers’ combined role enables decisive leadership, and, we believe, facilitates this efficiency and involvement. The Board has not appointed a lead independent director.

Board of Directors’ Role in Risk Oversight

The Board plays an active role in risk oversight of our Company. The Board does not have a formal risk management committee, but administers this oversight function through various standing committees of the Board of Directors. The Audit Committee maintains responsibility for oversight of financial reporting-related risks, including those related to our accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of our Company’s Code of Ethics. The Compensation Committee oversees risks arising from our compensation policies and programs. This Committee has responsibility for evaluating and approving our executive compensation and benefit plans, policies and programs.

Director Independence

Our Board of Directors has undertaken a review of the independence of our directors and has determined that a majority of the Board consists of members who are currently “independent” as that term is defined within the meaning of Section 5605(a)(2) of the NASDAQ Marketplace Rules. The Board of Directors has determined that each of Messrs. Farmer, Malik, Jasinowski, Black and Ms. Bayh is independent.

Audit Committee

The Audit Committee has responsibility for recommending the appointment of our independent accountants, supervising our finance function (which includes, among other matters, our investment activities), reviewing our internal accounting control policies and procedures, and providing the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board. The Audit Committee acts under a written charter.

The Audit Committee currently consists of Messrs. Farmer, Malik and Jasinowski. Our Board of Directors has determined that Jerry Jasinowski, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the SEC. Our Board has undertaken a review of the independence of our directors and has determined that Messrs. Farmer, Malik and Jasinowski are independent within the meaning of Section 5605(a)(2) of the NASDAQ Marketplace Rules as well as pursuant to the additional test for independence for audit committee members imposed by SEC regulation and Section 5605(c)(2)(A) of the NASDAQ Marketplace Rules. The Audit Committee is establishedCommon Stock calculated in accordance with Section 3(a)(58)(A)SEC rules and does not equate to voting percentages. Percentage is based upon 414,665,188 shares of Common Stock issued and outstanding as of March 23, 2018. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Act. Mr. Jasinowski serves as financial expert on the Audit Committee.

Compensation Committee

The Compensation Committee is responsible for determining the overall compensation levels of our executive officers and administering our stock option plans. Ms. Powers, our Chairperson, President and Chief Executive Officer, participated in discussions regarding salaries and incentive compensation for all of our executive officers, except that she was and is excluded from discussions regarding her own salary and incentive compensation. The Board has adopted a written charter for the Compensation Committee and its current members are Messrs. Farmer, Malik and Jasinowski. The Compensation Committee does not delegate its authority pursuant to its written charter. Our Board of Directors has determined that all of the members are “independent” under the current listing standards of NASDAQ.


Nominations Committee

The Nominations Committee has responsibility for assisting the Board of Directors in, among other things, effecting Board organization, membership and function, including: identifying qualified Board nominees; effecting the organization, membership and function of Board committees, including composition and recommendation of qualified candidates; establishment of and subsequent periodic evaluation of successor planning for the chief executive officer and other executive officers; development and evaluation of criteria for Board membership such as overall qualifications, term limits, age limits and independence; and oversight of compliance with the Corporate Governance Guidelines. The Nominations Committee shall identify and evaluate the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the Board of Directors based on the criteria, skills and qualifications that have been recognized by the Nominations Committee. While our nomination policy does not prescribe specific diversity standards, the Nominations Committee and its independent members seek to identify nominees that have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and personal qualities that will result in a well-rounded Board of Directors.

The Nominations Committee currently consists of Messrs. Farmer, Malik and Jasinowski. The Board of Directors has determined that all of the members are “independent” under the current listing standards of NASDAQ. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominations Committee.

Special Litigation Committee

On December 8, 2015 the Company announced that it had established a Special Committee had been established by the Board of Directors to oversee an independent investigation of allegations in an anonymous internet report and a derivative lawsuit which cites the anonymous internet report. The Special Committee was authorized by the Board to conduct a full and complete investigation of the allegations in the anonymous report and the lawsuit. Currently, the Special Committee is comprised of independent Directors Mr. Jerry Jasinowski, Ms. Susan Bayh and Mr. J. Cofer Black.

Information Regarding Meetings of the Board and Committees

The business of our Company is under the general oversight of our Board, as provided by the laws of Delaware and our bylaws. During the fiscal year ended December 31, 2015, the Board held at least eighteen meetings and also conducted business by written consent, the Audit Committee held at least four meetings, the Compensation Committee held at least one meeting and the Nominations Committee held at least three meetings. Each person who was a director during 2015 attended at least 75% of the Board meetings and the meetings of the committee on which he or she served. We do not have a formal written policy with respect to Board members’ attendance at our annual meeting of stockholders. Two of our directors attended the 2015 Annual Meeting.

Code of Business Conduct and Ethics

We have an established Code of Business Conduct and Ethics applicable to all Board members, executive officers and employees. We are in the process of updating our Code of Business Conduct and Ethics, and will be posting the updated policy on our website atwww.nwbio.com.

Nomination of Directors

The Nominations Committee is responsible for annually reviewing with the Board the requisite skills and criteria for prospective directors and the structure, size and composition of the Board as a whole. Although there are no set criteria considered by the Nominations Committee in evaluating potential director nominees, the committee does consider the skills and expertise that need to be represented on the Board, succession planning and the time commitments required of directors.

For a stockholder to submit a candidate for the consideration of the Nominations Committee, the stockholder must timely notify our corporate secretary at the address set forth under “Communication with the Board of Directors” below. To make such a nomination in advance of the next year’s annual meeting, a stockholder must provide written notification to our secretary not less than 120 days nor more than 150 days


in advance of the first anniversary of the date on which the proxy statement in connection with the previous year’s annual meeting was first mailed. However, if we do not hold an annual meeting or the date of such annual meeting has been changed by more than 30 days from the date first contemplated by the previous year’s proxy statement, we must receive the stockholder’s notice at least 80 days prior to the date on which we distribute the proxy statement with respect to the upcoming meeting.

The notice must include the information specified in our bylaws, including the following: (a) as to each proposed nominee (i) such person’s exact name, (ii) such person’s age, principal occupation, business address and telephone number, and residence address and telephone number, (iii)Commission. In computing the number of shares (if any) of each classCommon Stock beneficially owned and the percentage of our capital stockownership of such person, we deemed to be outstanding all shares of Common Stock and Preferred Stock subject to options and

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warrants currently exercisable or convertible, or exercisable or convertible within 60 days of the filing date of this proxy statement. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.
(2)
Consists of 12,189 shares held by Dr. Boynton.
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(3)
Consists of  (i) 9,802 shares held by Dr. Bosch and (ii) 141,241 shares of Common Stock underlying options that are currently exercisable.
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(4)
Consists of  (i) 5,072,200 shares of Common Stock held by Ms. Powers; (ii) 804,145 shares of Common Stock held by Toucan Capital Fund III, L.P.; (iii) 2,211,784 shares of Common Stock held by Toucan Partners, LLC; Ms. Powers has voting and dispositive power over the securities owned directly or indirectly by each such nominee,the Toucan entities and (iv) any other592,500 shares of Common Stock underlying options that are currently exercisable. Ms. Powers’ beneficial ownership excludes an aggregate of 2,591,176 shares of Series A Preferred Stock, convertible into 25,911,760 shares of common stock, and Class D-1 Warrants to acquire an aggregate of up to 25,911,760 additional shares of Common Stock owned by Ms. Powers, subject to certain conditions and limitations on conversion and exercisability, respectively. Ms. Powers’ beneficial ownership also excludes (i) 8,695,652 Class D-2 Warrants to acquire up to an aggregate of 86,956,520 shares of Common Stock, issued in connection with a note and loan agreement dated March 14, 2018 between the Company and Ms. Powers and (ii) 869,565 Class D-2 Warrants to acquire up to an aggregate of 8,695,950 shares of Common Stock, issued in connection with a note and loan agreement dated March 19, 2018, between the Company and Ms. Powers, in each case, subject to certain conditions and limitations on exercisability. Ms. Powers’ beneficial ownership excludes (i) 1,739,130 shares of Series B Preferred Stock, convertible into 17,391,304 shares of Common Stock and 8,695,652 Class D-2 Warrants to acquire up to an aggregate of 8,695,652 shares of Common Stock, issuable upon conversion of the note and loan agreement dated March 14, 2018, between the Company and Ms. Powers, and (ii) 173,913 shares of Series B Preferred Stock, convertible into 1,739,130 shares of Common Stock and 869,565 Class D-2 Warrants to acquire up to an aggregate of 869,565 shares of Common Stock, issuable upon conversion of the note and loan agreement dated March 19, 2018, between the Company and Ms. Powers. The Series B Preferred Stock and Class D-2 Warrants to be issued upon conversion of the note and loan agreements, will be subject to certain conditions and limitations on conversion and exercisability, respectively.
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(5)
Consists of  (i) 172,742 shares held by Mr. Goldman, (ii) 28,384 shares of Common Stock underlying currently exercisable warrants, and (iii) 93,535 shares of Common Stock underlying currently exercisable options. Mr. Goldman’s beneficial ownership excludes warrants to acquire an aggregate of up to 50,478 shares of Common Stock, subject to certain conditions and limitations on exercisability.
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(6)
Dr. Malik’s beneficial ownership excludes options exercisable for up to 9,065,000 shares of Common Stock, subject to certain conditions and limitations on exercisability.
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(7)
Consists of 1,365,031 shares held by Mr. Jasinowski. Mr. Jasinowski’s beneficial ownership excludes options exercisable for up to 4,900,000 shares of Common Stock, subject to certain conditions and limitations on exercisability.
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(8)
Upon information concerningand belief, Neil Woodford holds the nominee that must be disclosed asvoting and dispositive power over the shares held by Woodford Investment Management LLP.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to nominees in proxy solicitations pursuant to Regulation 14A underthe reporting requirements of the Securities Exchange Act of 1934, as amended, orand file annual, quarterly and current reports, proxy statements and other information with the Exchange Act, (including such person’s notarized written acceptanceSEC. You may read and copy these reports, proxy statements and other information at the SEC’s public reference facilities at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You can request copies of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); and (b) asthese documents by writing to the stockholder givingSEC and paying a fee for the notice (i)copying cost. Please call the nameSEC at 1-800-SEC-0330 for more information about the operation of the public reference facilities. SEC filings are also available at the SEC’s website at http://www.sec.gov. Our Common Stock is listed on the OTCQB tier of the OTC Markets, and address, as they appear inyou can read and inspect our records,filings at the offices of such stockholder; (ii) such stockholder’s principal occupation, business addressthe Financial Industry Regulatory Authority, Inc. at 1735 K Street, Washington, D.C. 20006.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to “incorporate by reference” information that we file with them. Incorporation by reference allows us to disclose important information to you by referring you to those other documents. The information incorporated by reference is an important part of this Proxy Statement, and telephone number, and residence address and telephone number, (iii) the class and number of our shares which are held of record or beneficially owned by such stockholder; and (iv) the dates upon which such stockholder acquired such shares of stock and documentary support for any claims of beneficial ownership. In addition, notices must include a description of all arrangements or understandings between the stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nomination are to be made by such stockholder.

Communicationinformation that we file later with the Board of Directors

We have established a procedureSEC will automatically update and supersede this information. The documents we are incorporating by which our stockholders may communicate directly with our Board. All communications should be in written form and directed to our corporate secretary at the following address: Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814, Attention: Secretary (240) 497-9024.

reference are:
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EXECUTIVE OFFICERS

The following table sets forth information regarding the Company’s current executive officers.

NameAgePosition
Linda F. Powers61Class III Director, Chairperson, President and Chief Executive Officer
Alton L. Boynton, Ph.D.72Class I Director, Chief Scientific Officer
Leslie J. Goldman71Senior Vice President, Business Development
Marnix L. Bosch, Ph.D.56Chief Technical Officer

Linda F. Powers.  Please see “Director Biographies” above.

Alton L. Boynton, Ph.D.  Please see “Director Biographies” above.

Leslie J. Goldman joined us as Senior Vice President, Business Development in June 2011. Prior to joining us, Mr. Goldman was a partner at the law firm of Skadden, Arps for over 30 years, specializing in a wide array of advanced technologies and their commercialization. Mr. Goldman also serves as an advisor to a number of other technology companies. In addition, for eight years, Mr. Goldman served as Chairman of the Board of a group of TV stations in four mid-size cities across the country. Mr. Goldman received a B.A. from the University of Michigan in 1967 and a J.D. from the University of Michigan in 1970.

Marnix L. Bosch joined us in 2000, and has been serving as our Chief Technical Officer since 2007. In this capacity, he plays a key role in the preparation and submission of our regulatory applications, as well as ongoing development of our product lines, and ongoing development and/or acquisition of new technologies. Dr. Bosch led the process of designing the protocols, and managed the successful preparation and submission of our Investigational New Drug (IND) applications for FDA approval to conduct clinical trials for prostate cancer, brain cancer, ovarian cancer and multiple other cancers. He also led the processes for other regulatory submissions in both the U.S. and abroad (including the successful applications for orphan drug status in both the U.S. and Europe for DCVax-L for brain cancer). He spearheaded the development of our manufacturing and quality control processes, and is working with Cognate BioServices, Inc. on next-generation further development of these processes. Prior to joining us in 2000, Dr. Bosch worked at the Dutch National Institutes of Health (RIVM) as head of the Department of Molecular Biology, as well as in academia as a professor of Pathobiology. He has authored more than 40 peer-reviewed research publications in immunology and virology, and is an inventor on several patent applications on dendritic cell product manufacturing.


EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth certain information concerning compensation paid or accrued to our executive officers, referred to as our Named Executive Officers, during the years ended December 31, 2015, 2014 and 2013.

     
Name and Principal Position Year Salary
($)		 Bonus
($)		 Option
Awards
($)		 Total
($)
Linda F. Powers
Chairperson, President
& Chief Executive Officer		  2015  $500,000  $—  $—  $500,000 
  2014  $500,000  $—  $—  $500,000 
  2013  $360,000  $—  $—  $360,000 
Alton L. Boynton, Ph.D.
Chief Scientific Officer
and Secretary		  2015  $325,000  $—  $—  $325,000 
  2014  $325,000  $—  $—  $325,000 
  2013  $295,685  $—  $—  $295,685 
Leslie Goldman
Senior Vice President,
Business Development		  2015  $375,000  $—  $—  $375,000 
  2014  $375,000  $50,000  $—  $425,000 
  2013  $348,000  $—  $—  $348,000 
Marnix L. Bosch, Ph.D.
Chief Technical Officer		  2015  $375,000  $—  $—  $375,000 
  2014  $375,000  $50,000  $—  $425,000 
  2013  $325,181  $—  $—  $325,181 

Outstanding Equity Awards at Fiscal Year-End

The following table shows outstanding stock option awards classified as exercisable and un-exercisable as of December 31, 2015:

         
 Option Awards  Stock Awards
Name Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable		 Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable		 Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)		 Option
Exercise
Price
($)		 Option
Expiration
Date		 Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)		 Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)		 Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or
Other Rights
That Have
Not Vested
(#)(1)		 Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
Linda F. Powers
Chief Executive Officer and President		  592,500(1)   296,250   —   10.56   6/21/2018   —   —   —   — 
Alton Boynton
Chief Scientific Officer and Secretary		  93,750(2)   55,000   —   10.56   6/21/2018   —   —   —   — 
    126(5)   —   —   21.60   2/18/2016   —   —   —   — 
    89,428(6)   —   —   8.80   8/20/2022   —   —   —   — 
Leslie Goldman
Senior Vice President, Business Development		  93,535   46,875   —   10.56   6/21/2018   —   —   —   — 
Marnix Bosch
Chief Technical Officer		  93,846(4)   73,750   —   10.56   6/21/2018   —   —   —   — 
    209(7)   —   —   21.60   2/18/2016   —   —   —   — 
    338(7)   —   —   28.80   12/1/2016   —   —   —   — 
    31,770(8)   21,355   —   11.20   6/23/2022   —   —   —   — 
    15,625(9)   —   —   8.80   8/20/2022   —   —   —   — 

(1)In conjunction with the employment agreement entered into between us and Ms. Powers on June 8, 2011, and in recognition of Ms. Powers’ service to our Company while serving as Chair during the preceding

four years, we granted Ms. Powers an option to purchase 870,637 shares of our stock with an exercise price of $10.56 per share. One-third of the options vested on the grant date, and upon vesting became subject to a lock-up which extended to the earlier of 18 months or our reaching the primary endpoint of our GBM brain cancer clinical trial. One-third of the options vested in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
(2)In conjunction with the employment agreement entered into between us and Dr. Boynton on June 8, 2011, we issued Dr. Boynton an option to purchase 145,162 shares of our stock with an exercise price of $10.56 per share. 86,035 options vested on the grant date. 7,500 options vested in equal monthly portions over the term of the employment agreement. The remaining 51,627 options will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
(3)In conjunction with the employment agreement entered into between us and Mr. Goldman on June 8, 2011, we issued Mr. Goldman an option to purchase 137,750 shares of our stock with an exercise price of $10.56 per share. One-third of the options vested on the grant date, and upon vesting became subject to a lock-up which extended to the earlier of 18 months or our reaching the primary endpoint of our GBM brain cancer clinical trial. One-third vested in equal monthly portions over the term of the employment agreement. The remaining one-third will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
(4)In conjunction with the employment agreement entered into between us and Dr. Bosch on June 8, 2011, we issued Dr. Bosch an option to purchase 145,473 shares of our stock with an exercise price of $10.56 per share. 51,971 options vested on the grant date. 7,500 options vested in equal monthly portions over the term of the employment agreement. The remaining 51,627 options will vest in portions tied to material milestones in multiple programs, if and to the extent those milestones are achieved, or may vest in the Board’s discretion.
(5)These options were granted under the 1999 Plan, the 2001 Plan and under Dr. Boynton’s previous employment agreement. Each of these option grants vests over a four-year period, subject to acceleration in the case of certain events. One-fourth of each option grant vests on the first anniversary of the grant date and the remaining three-fourths of each grant vests in equal monthly installments over the remaining three year vesting period.
(6)This option was granted under the 2007 Stock Option Plan. The options were granted August 21, 2009 and vested over a one year period and are exercisable over a 10 year period from issuance at a price of $8.80 per share.
(7)These options were granted under the 1999 Plan and the 2001 Plan. Each of these option grants vested over a four-year period. One-fourth of each option grant vested on the first anniversary of the grant date and the remaining three-fourths of each grant vested in equal monthly installments over the remaining three year vesting period.
(8)These options were granted under the 2007 Stock Option Plan. 1,250 options vested each month until May 31, 2013. In addition, 6,250 options vest upon each of Swiss Approval, full Enrollment in Phase II Glioblastoma Multiforme clinical study and FDA approval of NDA.
(9)This option was granted under the 2007 Stock Option Plan. This option grant vested over the balance of 2009 with 7,813 vesting on the grant date and the remainder vesting on December 31, 2009.

Employment Agreements

The Company entered into employment agreements with its Named Executive Officers in 2011. Those agreements have expired and the Company intends to enter into new employment agreements with its executives.


DIRECTOR COMPENSATION

The following table sets forth certain information concerning compensation paid or accrued to our non-executive directors during the year ended December 31, 2015.

    
Name Year Fees Earned
or Paid in
Cash
($)		 All Other
Compensation
($)		 Total
($)
Robert A. Farmer  2015  $150,000  $—  $150,000 
Dr. Navid Malik  2015  $150,000  $—  $150,000 
Jerry Jasinowski  2015  $150,000  $—  $150,000 

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Cognate BioServices

The Company and Cognate BioServices, an affiliate of the Company (collectively “Cognate”), entered into a DCVax-L Manufacturing Services Agreement, a DCVax-Direct Manufacturing Services Agreement, an Ancillary Services Agreement and a Manufacturing Expansion Agreement, each effective as of January 17, 2014, and those agreements followed and superseded Manufacturing Services Agreements in 2011 and 2007. Those agreements and the Company’s payments and stock issuances to Cognate, as well as vesting, lock-up and other restrictions on the shares, accounts payable to Cognate, and loans made by Cognate to the Company, are described in Note 9 of the financial statements included in the Company’sOur Annual Report on Form 10-K for the fiscal year ended December 31, 2015. Such footnote also describes the settlement of a short swing profit claim by Cognate.

Review, approval or ratification of transactions with related persons

With respect to reviewing and approving related-party transactions, the Board reviews related-party transactions for potential conflicts of interests or other improprieties. Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds $120,000 and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among other things, compensation arrangements with respect to employment or board membership. Any transactions with officers, directors or 5% stockholders are2016, filed on market-based terms, and are approved by a majority of our independent and disinterested directors under the Company’s policy which is implemented through established practice.

Audit Committee Report

As part of its specific duties, the Audit Committee reviews our Company’s financial reporting processApril 17, 2017;

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Our Quarterly Reports on behalf of the Board; reviews the financial information issued to stockholders and others, including a discussion of the quality, acceptability, and clarity of the information, and monitors our systems of internal control and the audit process. Management is responsible for the preparation, presentation, and integrity of our financial statements, accounting and financial reporting principles, and disclosure controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Management also is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our own system of internal control. Our independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.

The Audit Committee has reviewed and discussed with management our audited financial statementsForm 10-Q for the fiscal yearquarters ended March 31, 2017, June 30, 2017 and September 30, 2017, filed on May 15, 2017, August 21, 2017 and November 20, 2017, respectively;

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Our Current Reports on Form 8-K filed with the SEC on January 19, 2017, February 8, 2017, March 7, 2017, March 10, 2017, March 23, 2017 (both filings), April 5, 2017, April 7, 2017, April 25, 2017, May 26, 2017, May 31, 2017, June 13, 2017, June 19, 2017, June 27, 2017, July 21, 2017, July 26, 2017, August 7, 2017 (both filings), August 8, 2017, September 22, 2017 (with regards to the first filing only), October 16, 2017, November 21, 2017, December 31, 2015. 7, 2017, December 21, 2017 (with regards to Items 3.03 and 5.03 only), January 4, 2018, January 5, 2018, January 16, 2018, January 25, 2018, February 21, 2018, March 2, 2018, March 7, 2018, March 15, 2018 and March 20, 2018;
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Our Definitive Proxy Statement on Schedule 14A, filed on January 9, 2018;
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All of our filings pursuant to the Exchange Act after the date of filing this Proxy Statement and prior to completion of the solicitation of proxies made hereby; and
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The Audit Committee has discussed with Marcum LLP,description of our Company’s independent registered public accounting firmCommon Stock contained in our Registration Statement on Form 8-A filed on November 14, 2012, including any amendments or reports filed for the fiscal year ended December 31, 2015,purpose of updating that description.
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In addition, all documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed in such forms that are related to such items unless such Form 8-K expressly provides to the matters requiredcontrary) subsequently filed by us pursuant to Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, are deemed to be discussedincorporated by the statementreference into, and to be a part of, this Proxy Statement.
We will furnish without charge to you, on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1 AU Section 380), as adopted by the Public Company Accounting Oversight Board,written or PCAOB, in Rule 3200T. The Audit Committee has received the written disclosures and letter from Marcum LLP, our independent registered public accounting firm required by applicable requirementsoral request, a copy of the PCAOB regarding the independent registered public accounting firm’s communications


with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee has also considered whether the provision of services other than the audit of our financial statements were compatible with maintaining Marcum LLP’s independence.

Based on the review and discussions referred to in the foregoing paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 for filing with the SEC.

THE AUDIT COMMITTEE
Robert A. Farmer
Jerry Jasinowski
Dr. Navid Malik


PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid to Marcum LLP

Marcum LLP was engaged in 2016 and served as our independent public accounting firm for the fiscal years ended December 31, 2014 and 2015.

Audit Fees

The aggregate fees billed and unbilled for the fiscal year ended December 31, 2015 and 2014 for professional services rendered by Marcum for the audit of our annual financial statements, the review of our financial statements included in our quarterly reports on Form 10-Q and consultations and consents were approximately $538,000 and $536,000, respectively.

Audit-Related Fees

There were no fees billed in the fiscal year ended December 31, 2015 and 2014 for assurance and related services rendered by Marcum related to the performance of the auditany or review of our financial statements.

Tax and Other Fees

There were no fees billed in the fiscal year ended December 31, 2015 and 2014 for professional services rendered by Marcum for tax related services or other fees.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee pre-approved all of the services provideddocuments incorporated by our principal accountants during the fiscal years ended December 31, 2015 and 2014.


OTHER MATTERS

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a)reference into this Proxy Statement, but not delivered with this Proxy Statement, by first class mail or other equally prompt means within one business day of the Exchange Act requires our directors, executive officers and persons who own more than 10% of our stock, or Reporting Persons, to file with the SEC initial reports of ownership and changes in ownership of our stock. Reporting Persons are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file. To our knowledge, based solely on our review of the copiesreceipt of such reportsrequest. You should direct any requests for documents to Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, MD 20814, (240) 497-9024.

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OTHER MATTERS
We have not received we believenotice of, and are not aware of, any other matters that during our fiscal year ended December 31, 2015 all Reporting Persons timely complied with all applicable filing requirements.

may properly be presented at the Special Meeting.

Stockholder Proposals for the 20172018 Annual Meeting of Stockholders

We have not yet determined when we will hold the 2017 annual meeting2018 Annual Meeting of stockholders,Stockholders, but we anticipate issuing a press release announcing such date when it is determined. Proposals of stockholders intended to be presented at the 2017 annual meeting2018 Annual Meeting pursuant to Rule 14a-8 under the Exchange Act must be received by us no later than the close of business on August 7, 2017September 12, 2018 in order that they may be included in the proxy statement and form of proxy relating to that meeting. Proposals should be addressed to Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814, Attention: Secretary.

In addition, our bylaws require that we be given advance notice of stockholder nominations for election to our Board and of other business that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy statement in accordance with Rule 14a-8). Our secretary must receive such notice not less than 120 days nor more than 150 days prior to January 10, 2019, the first anniversary of the date on which thisthe 2017 Annual Meeting proxy statement was first mailed to our stockholders. If the date on which the 2017 annual meeting2018 Annual Meeting will be held is changed by more than 30 calendar days from the date of the 2016 annual meeting,2017 Annual Meeting, we must receive the notice at least 80 days prior to the date on which we intend to distribute the corresponding proxy statement.

The notice for any stockholder proposal must contain certain information set forth in our bylaws. In addition, stockholder proposals made under Rule 14a-8 under the Exchange Act are required to contain certain information. Therefore, we strongly encourage stockholders interested in submitting a proposal to contact legal counsel with regard to the detailed requirements of applicable securities laws. Copies of our bylaws can be obtained without charge from our corporate secretary.

Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement.

ADDITIONAL INFORMATION
Communication with the Board of Directors
All communications should be in written form and directed to our corporate secretary at the following address: Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814, Attention: Secretary (240) 497-9024.
THE BOARD HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSES WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXY CARDS.

​By Order of the Board of Directors,​
​
/s/ Linda F. Powers
​
​
​Chairperson of the Board of Directors​
April 4, 2018
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Appendix A
Form of Certificate of Amendment
CERTIFICATE OF AMENDMENT
OF
THE SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF NORTHWEST BIOTHERAPEUTICS, INC.
Under Section 242 of the Board of Directors,

/s/ Linda F. Powers

ChairpersonDelaware General Corporation Law

Northwest Biotherapeutics, Inc., a corporation organized and existing under the laws of the BoardState of Directors

DecemberDelaware (the “Corporation”) hereby certifies as follows:

1.
The Seventh Amended and Restated Certificate of Incorporation of the Corporation is hereby amended by changing Article IV, Section 1(a) so that, as amended, said Article IV, Section 1(a) shall be and read as follows:
​
“The total number of shares of stock that the Corporation shall have the authority to issue is the aggregate of  (i) [ ]* shares of common stock, par value $0.001 per share (the “Common Stock”), and (ii) [ ]** shares of preferred stock, par value $0.001 per share (the “Preferred Stock”).”
2.
The foregoing amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation law of the State of Delaware by the vote of a majority of outstanding shares of common stock of the Corporation entitled to vote thereon.
​
IN WITNESS WHEREOF, I have signed this Certificate this ____ day of _____, _____.
Signature: _____________________
*
[1,200,000,000] if Proposal No. 1 2016

is approved; otherwise 450,000,000.
​
**
[100,000,000] if Proposal No. 2 is approved; otherwise, 40,000,000.

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