Northwest Secures US$1.0 Million Debt...(repay indebtedness.Shareholders should b...)

Unregistered Sale of Equity Securities

The Company claims exemption from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of the Company's common stock issuable pursuant to the warrants issued to SDS under Section 4(2) of the Securities Act and/or Regulation D thereunder, as transactions not involving any public offering. SDS represented and warranted in the warrants that it is an "accredited investor," as defined under the Securities Act. The Company claims this exemption on the basis that (i) SDS represented that it intends to acquire any shares of common stock issued pursuant to the warrants for investment only and not with a view to the distribution thereof and that it has received adequate information about the Company or had access to such information and (ii) appropriate legends will be affixed to any stock certificates issued to SDS pursuant to the warrants.

About NWBT

Northwest Biotherapeutics, Inc. is a biotechnology company focused on developing immunotherapy products that treat cancers more effectively than current treatments, with limited toxicity, on a cost-effective basis. The Company has two broad platform technologies: dendritic cell-based vaccines, and therapeutic antibodies. The Company is currently conducting a large clinical trial in Glioblastoma multiforme, which is designed and powered to serve as a pivotal trial. The Company has also received clearance from the FDA for a large Phase III trial in prostate cancer, and clearance from the FDA for Phase I trials in five other cancers. The Company has started, and is currently enrolling patients in, a Phase I/II trial with DCVax(R) for recurrent ovarian cancer. The Company also has a second te
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