SEC Comment Letter for NORTHWEST BIOTHERAPEUTICS INC (NWBO) (CIK 0001072379) (NWBO) — Mar 16, 2011
NORTHWEST BIOTHERAPEUTICS INC (NWBO) (CIK 0001072379)
Date: March 16, 2011 · CIK: 0001072379 · Accession: 0000000000-11-016310
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-33393
Referenced dates: December 16, 2010
Letter
March 16, 2011 Alton L. Boynton President and Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for the Quarterly Period Ended September 30, 2010 File No. 000-33393
Dear Mr. Boynton:
We have reviewed your March 1, 2011 respons e to our February 4, 2011 letter and have the following comments. Please respond to this letter within ten business days by providing us the requested information, amending your filings or by advising us when you will provide the requested response. If you do not believe a comment applie s to your facts and circumstances, please tell us why in your response. Please furnish us a letter on EDGAR under the form type label CORRESP that keys your responses to our comments.
After reviewing any amendments to your f ilings and the information you provide in response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2009
Notes to the Consolidated Financial Statements
(5) Stockholders’ Equity (Deficit) (c) Common Stock Issuances, page 65
1. Please refer to your response to comment one . We believe that the best and most objective evidence of the value of the shares issued is the quoted market price. As a result, please restate your financial statements to reflect the revise d value of the common stock issued for services in 2009 and file an Item 4.02 Form 8-K identifying non-reliance on the applicable financial statements as soon as practicable. In a ddition, please tell us whether quoted market price was used to value all other stock based compensation expense such as options.
Alton L. Boynton Northwest Biotherapeutics, Inc. March 16, 2011 Page 2
Exhibit 31.1
2. Please refer to our prior comment eight in our comment letter dated December 16, 2010. You appropriately revised the wording of your certifications for the amendments that were filed to the 2009 10-K and the 10-Qs fo r the quarterly periods ended March 31, June 30 and September 30, 2010 on January 26, 2011. However, for the amendments that were filed on March 2, 2011, the wording of the certi fications was not re vised. Please revise the certifications to include the introductory langu age of paragraph 4 of Item 601(b)(31) of Regulation S-K to include refe rence to internal controls.
You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast, Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comments. In this regard, do not hesitate to contact me, at (202) 551- 3679 with any other questions.
Sincerely,
Jim B. Rosenberg
Senior Assistant Chief Accountant
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March 16, 2011 Alton L. Boynton President and Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814 Re: Northwest Biotherapeutics, Inc. Form 10-K for the Fiscal Year Ended December 31, 2009 Form 10-Q for the Quarterly Period Ended September 30, 2010 File No. 000-33393 Dear Mr. Boynton: We have reviewed your March 1, 2011 respons e to our February 4, 2011 letter and have the following comments. Please respond to this letter within ten business days by providing us the requested information, amending your filings or by advising us when you will provide the requested response. If you do not believe a comment applie s to your facts and circumstances, please tell us why in your response. Please furnish us a letter on EDGAR under the form type label CORRESP that keys your responses to our comments. After reviewing any amendments to your f ilings and the information you provide in response to these comments, we may have additional comments. Form 10-K for the fiscal year ended December 31, 2009 Notes to the Consolidated Financial Statements (5) Stockholders’ Equity (Deficit) (c) Common Stock Issuances, page 65 1. Please refer to your response to comment one . We believe that the best and most objective evidence of the value of the shares issued is the quoted market price. As a result, please restate your financial statements to reflect the revise d value of the common stock issued for services in 2009 and file an Item 4.02 Form 8-K identifying non-reliance on the applicable financial statements as soon as practicable. In a ddition, please tell us whether quoted market price was used to value all other stock based compensation expense such as options. Alton L. Boynton Northwest Biotherapeutics, Inc. March 16, 2011 Page 2 Exhibit 31.1 2. Please refer to our prior comment eight in our comment letter dated December 16, 2010. You appropriately revised the wording of your certifications for the amendments that were filed to the 2009 10-K and the 10-Qs fo r the quarterly periods ended March 31, June 30 and September 30, 2010 on January 26, 2011. However, for the amendments that were filed on March 2, 2011, the wording of the certi fications was not re vised. Please revise the certifications to include the introductory langu age of paragraph 4 of Item 601(b)(31) of Regulation S-K to include refe rence to internal controls. You may contact Vanessa Robert son, Staff Accountant, at (202) 551-3649 or Mary Mast, Senior Staff Accountant, at ( 202) 551-3613 if you have any questi ons regarding the comments. In this regard, do not hesitate to contact me, at (202) 551- 3679 with any other questions. Sincerely, Jim B. Rosenberg Senior Assistant Chief Accountant