SEC Comment Letter for NORTHWEST BIOTHERAPEUTICS INC (NWBO) (CIK 0001072379) (NWBO) — Dec 3, 2015
NORTHWEST BIOTHERAPEUTICS INC (NWBO) (CIK 0001072379)
Date: Dec. 3, 2015 · CIK: 0001072379 · Accession: 0000000000-15-056396
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-207976
Letter
December 3, 2015 Via E -mail Linda F. Powers Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, MD 20814
Re: Northwest Biotherapeutics, Inc. Registration Statement on Form S-3 Filed November 13, 2015 File No. 333-207976
Dear Ms. Powers :
We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply 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 registration statement and the information you provide in response to these comments, w e may have additional comments.
Incorporation of Certain Documents by Reference, page 24
1. Please amend this disclosure to include the current report on Form 8 -K you filed on February 10, 2015.
Exhibit Index , page II -6
2. We note your indication that you may file Ex hibit 4.5 with a current report on Form 8 -K to be incorporated by reference to this registration statement. Please be advised that your indenture must be filed with the registration statement , and qualified under the Trust Indenture Act of 193 9, at the time the registration statement is declared effective. Accordingly, please file the form of indenture with a pre -effective amendment to this registration statement and remove the language indicating that you may file it post - effectively as an exh ibit to a current report on Form 8 -K. See Trust Indenture Act
Linda F. Powers Northwest Biotherapeutics, Inc. December 3, 2015 Page 2
Compliance and Disclosure Interpretation, Section 201.02, available at http://www.sec.gov/divisions/corpfin/guidance/t iainterp.htm .
3. Similarly, we note your indication that you may file Exhibit 25.1 with a current report on Form 8 -K to be incorporated by reference to this registration statement . Please note that you must separately file the Form T -1 under the electronic f orm type “305B2 ” and not in a post -effective amendment or in a Form 8 -K. Refer to Question 206.01 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations, available at http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm . Please revise your e xhibit index accordingly .
Exhibit 5.1
4. Please amend your opinion of counsel to include an opinion as to the legality of the units that may be offer ed using this registration statement.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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.
Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effec tive, it does not foreclose the Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow
Linda F. Powers Northwest Biotherapeutics, Inc. December 3, 2015 Page 3
adequate time for us to review any amendment prior to the requested effective date of the registration statement.
You may contact Scot Foley at (202) 551 -3383, Amy Reischauer at (202) 551 -3793 or me at (202) 551 -3675 with any questions.
Sincerely,
/s/ Suzanne Hayes
Show Raw Text
December 3, 2015 Via E -mail Linda F. Powers Chief Executive Officer Northwest Biotherapeutics, Inc. 4800 Montgomery Lane, Suite 800 Bethesda, MD 20814 Re: Northwest Biotherapeutics, Inc. Registration Statement on Form S-3 Filed November 13, 2015 File No. 333-207976 Dear Ms. Powers : We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information . If you do not believe our com ments apply 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 registration statement and the information you provide in response to these comments, w e may have additional comments. Incorporation of Certain Documents by Reference, page 24 1. Please amend this disclosure to include the current report on Form 8 -K you filed on February 10, 2015. Exhibit Index , page II -6 2. We note your indication that you may file Ex hibit 4.5 with a current report on Form 8 -K to be incorporated by reference to this registration statement. Please be advised that your indenture must be filed with the registration statement , and qualified under the Trust Indenture Act of 193 9, at the time the registration statement is declared effective. Accordingly, please file the form of indenture with a pre -effective amendment to this registration statement and remove the language indicating that you may file it post - effectively as an exh ibit to a current report on Form 8 -K. See Trust Indenture Act Linda F. Powers Northwest Biotherapeutics, Inc. December 3, 2015 Page 2 Compliance and Disclosure Interpretation, Section 201.02, available at http://www.sec.gov/divisions/corpfin/guidance/t iainterp.htm . 3. Similarly, we note your indication that you may file Exhibit 25.1 with a current report on Form 8 -K to be incorporated by reference to this registration statement . Please note that you must separately file the Form T -1 under the electronic f orm type “305B2 ” and not in a post -effective amendment or in a Form 8 -K. Refer to Question 206.01 of the Trust Indenture Act of 1939 Compliance and Disclosure Interpretations, available at http://www.sec.gov/divisions/corpfin/guidance/tiainterp.htm . Please revise your e xhibit index accordingly . Exhibit 5.1 4. Please amend your opinion of counsel to include an opinion as to the legality of the units that may be offer ed using this registration statement. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. 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. Notwithstanding our comments, in the event you request acceleration of the effective date of the pending registration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effec tive, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rules 460 and 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the fact that those requesting acceleration are aware of their respective responsibilities under the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the securities specified in the above registration statement. Please allow Linda F. Powers Northwest Biotherapeutics, Inc. December 3, 2015 Page 3 adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Scot Foley at (202) 551 -3383, Amy Reischauer at (202) 551 -3793 or me at (202) 551 -3675 with any questions. Sincerely, /s/ Suzanne Hayes Suzanne Hayes Assistant Director Office of Healthcare and Insurance cc: Peter Campitiello, Esq. Kane Kessler, P.C. 1350 Avenue of the Americas New York, New York 10019