SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) April 13, 2011
| NORTHWEST BIOTHERAPEUTICS, INC. |
| (Exact Name of Registrant as Specified in Its Charter) |
| DELAWARE | 0-33393 | 94-3306718 | ||
| (State Or Other Jurisdiction Of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
4800 Montgomery Lane, Suite 800, Bethesda, MD 20814
(Address Of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code (240) 497-9024
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On March 22, 2011, the Board of Directors of Northwest Biotherapeutics, Inc. (“the Company”) concluded that the Company’s audited consolidated financial statements for the quarters ended March 31, June 30 and September 30, 2009 and the year ended December 31, 2009, and the quarters ended March 31, June 30 and September 30, 2010 would be restated to change the accounting method in the Company’s measurement of the value of common stock issued for services in 2009. On our quarterly reports on Form 10-Q and annual report on Form 10-K, we computed the value of the common stock issued for services using the per share value from recent, actual financing transactions. After reviewing comments from the Securities and Exchange Commission (the “Commission”), the literature cited by the Commission, and the financial statements for the quarters ended March 31, June 30 and September 30, 2009, the quarters March 31, June 30 and September 30, 2010 and the year ended December 31, 2009, the Company determined that it should revise its financial statements to value the common stock issued for services in 2009 on the quoted market price, rather than the price of the Company’s common stock in recent, actual financing transactions.
The Board of Directors of the Company has discussed with its independent registered public accounting firm the matters disclosed in this Item 4.02. The Company has filed amended quarterly reports on Form 10-Q for the quarters ended March 31, June 30 and September 30 for each of 2009 and 2010 and an amended annual report on Form 10-K for the year ended December 31, 2009.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHWEST BIOTHERAPEUTICS, INC | ||
| Dated: April 13, 2011 | By: | /s/ Alton L. Boynton |
| Alton L. Boynton | ||
| President and Chief Executive Officer | ||