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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 14, 2004
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NORTHWEST BIOTHERAPEUTICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 0-33393 94-3306718
(STATE OR OTHER JURISDICTION (COMMISSION FILE (I.R.S. EMPLOYER
OF INCORPORATION) NUMBER) IDENTIFICATION NO.)
22322 20th Avenue SE, Suite 150, Bothell, WA 98021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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(425) 608-3000
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE
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(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On March 31, 2004, the Registrant filed Exchange Act Form 12b-25, disclosing its
inability to timely file its Annual Report on Form 10-K for the fiscal year
ended December 31, 2003 without unreasonable effort or expense. Pursuant to that
filing, the deadline for the Registrant to file its Annual Report was extended
to April 14, 2004. Due to the circumstances and uncertainties described below,
the Registrant remains unable to file its Annual Report at this time.
As described in the Registrant's 12b-25 filing, the Registrant is exploring
various strategic alternatives in its efforts to fund its continued operations
and comply with its obligations to maximize value for the benefit of its
stockholders and creditors. To that end, the Registrant is engaged in
discussions concerning a potential third-party investment in the Registrant.
There can be no assurance that these discussions will ultimately result in any
such third-party investment, or that any such investment will be sufficient to
fund the Registrant's operations for any significant period of time. If
consummated, however, such a third-party investment would likely result in
substantial dilution to the Registrant's existing stockholders.
While trying to negotiate funding to satisfy the Registrant's need for capital
to fund both short-term operations and its potential longer-term prospects, the
Registrant's cash position has dramatically declined. As of the date of this
Current Report on Form 8-K, the Registrant estimates that it has cash sufficient
to fund operations only until April 23, 2004. Failure to obtain appropriate
financing on or before that date will cause the Registrant to cease operations.
The Registrant has been advised by its auditors that absent sufficient
financing, a disclaimer of opinion on the Company's 2003 financial statements
would be issued.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
NORTHWEST BIOTHERAPEUTICS, INC.
By: /s/ Alton L. Boynton
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Alton L. Boynton,
President
Dated: April 15, 2004