SecProbe.io

December 22 2011
 Via E-Mail

Linda M. Powers President and Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, Maryland 20814
Re: Northwest Biotherapeutics, Inc.
 Preliminary Information Statement on Schedule 14C  Filed December 16, 2011
File No. 000-33393

Dear Kuzloski:
 We have limited our review of the above-refere nced preliminary information statement to
the amendment to your certificate of incorporation to increase the number of authorized shares.
Please amend your information statement to clarif y your disclosure that, “from time to time we
review various transactions that could result in the issuance of shares of our capital stock, we
have not reviewed any transactions to date;” and to state clearly whether or not you have any
plans, agreements or arrangements in place, written or oral, to issue any of the shares that will be
newly available as a result of th e approval to increase the authorized number of common shares.
If you do have any such plans, agreements or arra ngements in place please disclose them fully in
your information statement.

Please respond to this letter by amending your  preliminary proxy statement and providing
the requested information.  If you do not beli eve our comments appl y to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your prel iminary proxy statement and the information
you provide in response to these comment s, we may have additional comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:

Linda M. Powers Northwest Biotherapeutics, Inc. December 22, 2011 Page 2

  the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Please contact Michael Rosenthall at 202-551-3674 or me at 202-551-3715 with any
other questions.
Sincerely,
   /s/ Jeffrey Riedler     Jeffrey Riedler
Assistant Director