##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2006
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission file number 0-26825
 
 Northwest Biotherapeutics, Inc.
 Incorporated under the laws
    
    I.R.S. Employer Identificationof the State of Delaware
    
    No. 94-3306718
 18701  120 th Avenue NE, Suite 101
Bothell, Washington 98011
(425) 608-3000
 þ o
  o o þ
 o þ




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##### 



TABLE OF CONTENTS
 NORTHWEST BIOTHERAPEUTICS, INC.
 TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATION
    
    
    3Item 1. Financial Statements (unaudited)Condensed Balance Sheets (unaudited) as of December 31, 2005 and March 31, 2006
    
    
    3Condensed Statements of Operations (unaudited) for the three months ended March 31, 2005
and 2006 and the period from March 18, 1996 (inception) to March 31, 2006
    
    
    4Condensed Statements of Cash Flows (unaudited) for the three months ended March 31, 2005
and 2006 and the period from March 18, 1996 (inception) to March 31, 2006
    
    
    5Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    14Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    18Item 4. Controls and Procedures
    
    
    18PART II  OTHER INFORMATION
    
    
    19Item 1. Legal Proceedings
    
    
    19Item 1A. Risk Factors
    
    
    19Item 2. Unregistered Sales of Securities and Use of Proceeds
    
    
    26Item 3. Defaults Upon Senior Securities
    
    
    26Item 4. Submission of Matters to a Vote of Security Holders
    
    
    26Item 5. Other Information
    
    
    26Item 6. Exhibits
    
    
    27SIGNATURES
    
    
    28INDEX TO EXHIBITS
    
    
    29EXHIBIT 31.1EXHIBIT 32.1
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##### Table of Contents



Part I  Financial Information
 NORTHWEST BIOTHERAPEUTICS, INC.
 
 Balance Sheets
 December 31,
    
    
    March 31,2005
    
    
    2006AssetsCurrent assets:Cash
    
    $
    352
    
    
    $
    2,941Accounts receivable
    
    
    17
    
    
    
    Accounts receivable, related party
    
    
    58
    
    
    
    58Prepaid expenses and other current assets
    
    
    117
    
    
    
    86Total current assets
    
    
    544
    
    
    
    3,085Property and equipment:Laboratory equipment
    
    
    100
    
    
    
    100Office furniture and other equipment
    
    
    96
    
    
    
    96196
    
    
    
    196Less accumulated depreciation and amortization
    
    
    (143
    )
    
    
    (153
    )Property and equipment, net
    
    
    53
    
    
    
    43Restricted cash
    
    
    31
    
    
    
    31Deposit and other non-current assets
    
    
    3
    
    
    
    3Total assets
    
    $
    631
    
    
    $
    3,162Liabilities And Stockholders EquityCurrent liabilities:Note payable to related parties, net of discount
    
    $
    6,683
    
    
    $
    7,641Current portion of capital lease obligations
    
    
    10
    
    
    
    7Accounts payable
    
    
    443
    
    
    
    375Accounts payable, related party
    
    
    3,353
    
    
    
    3,572Accrued expenses
    
    
    117
    
    
    
    180Accrued expense, tax liability
    
    
    336
    
    
    
    343Accrued expense, related party
    
    
    500
    
    
    
    500Common stock warrant liability
    
    
    604
    
    
    
    9,436Total current liabilities
    
    
    12,046
    
    
    
    22,054Long-term liabilities:Capital lease obligations, net of current portion
    
    
    3
    
    
    
    1Total liabilities
    
    
    12,049
    
    
    
    22,055Stockholders equity:Preferred stock, $0.001 par value; 100,000,000 shares
authorized and 32,500,000 shares issued and outstanding at
December 31, 2005 and March 31, 2006.
    
    
    33
    
    
    
    33Common stock, $0.001 par value; 300,000,000 shares
authorized and 19,078,047 and 22,427,751 shares issued and
outstanding at December 31, 2005 and March 31, 2006,
respectively.
    
    
    19
    
    
    
    22Additional paid-in capital
    
    
    71,220
    
    
    
    67,700Deficit accumulated during the development stage
    
    
    (82,690
    )
    
    
    (86,648
    )Total stockholders equity
    
    
    (11,418
    )
    
    
    (18,893
    )Total liabilities and stockholders equity
    
    $
    631
    
    
    $
    3,162
  3




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NORTHWEST BIOTHERAPEUTICS, INC.
 
 Statements of Operations
 Period fromThree Months Ended
    
    
    March 18, 1996March 31,
    
    
    (Inception) toMarch 31,2005
    
    
    2006
    
    
    2006Revenues:Research material sales
    
    $
    11
    
    
    $
    
    
    
    $
    450Contract research and development from related parties
    
    
    
    
    
    
    
    
    
    
    1,128Research grants
    
    
    76
    
    
    
    
    
    
    
    1,061Total revenues
    
    
    87
    
    
    
    
    
    
    
    2,639Operating expenses:Cost of research material sales
    
    
    2
    
    
    
    
    
    
    
    382Research and development
    
    
    1,315
    
    
    
    427
    
    
    
    32,494General and administrative
    
    
    464
    
    
    
    427
    
    
    
    31,121Depreciation and amortization
    
    
    24
    
    
    
    10
    
    
    
    2,276Loss on facility sublease and lease cancellation
    
    
    
    
    
    
    
    
    
    
    895Asset impairment loss
    
    
    
    
    
    
    
    
    
    
    2,066Total operating expenses
    
    
    1,805
    
    
    
    864
    
    
    
    69,234Loss from operations
    
    
    (1,718
    )
    
    
    (864
    )
    
    
    (66,595
    )Other income (expense):Warrant valuation
    
    
    
    
    
    
    (2,113
    )
    
    
    (2,481
    )Gain on sale of royalty rights
    
    
    
    
    
    
    
    
    
    
    3,656Interest expense
    
    
    (809
    )
    
    
    (982
    )
    
    
    (14,119
    )Interest income
    
    
    1
    
    
    
    1
    
    
    
    737Net loss
    
    
    (2,526
    )
    
    
    (3,958
    )
    
    
    (78,802
    )Accretion of Series A preferred stock mandatory redemption obligation
    
    
    
    
    
    
    
    
    
    
    (1,872
    )Series A preferred stock redemption fee
    
    
    
    
    
    
    
    
    
    
    (1,700
    )Beneficial conversion feature of Series D preferred stock
    
    
    
    
    
    
    
    
    
    
    (4,274
    )Net loss applicable to common stockholders
    
    $
    (2,526
    )
    
    $
    (3,958
    )
    
    $
    (86,648
    )Net loss per share applicable to common stockholders  basic and diluted
    
    $
    (0.13
    )
    
    $
    (0.21
    )Weighted average shares used in computing basic and diluted loss per
share (in thousands)
    
    
    19,035
    
    
    
    19,230
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Northwest Biotherapeutics, Inc.
 
 Condensed
Statements of Cash Flows
 Three Months Ended
    
    
    Period fromMarch 31,
    
    
    March 18, 1996(Inception) to2005
    
    
    2006
    
    
    March 31, 2006Cash Flows from Operating Activities:Net Loss
    
    $
    (2,526
    )
    
    $
    (3,958
    )
    
    $
    (78,802
    )Reconciliation of net loss to net cash used in operating activities:Depreciation and amortization
    
    
    24
    
    
    
    10
    
    
    
    2,276Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    320Amortization debt discount
    
    
    695
    
    
    
    771
    
    
    
    11,029Accrued interest converted to preferred stock
    
    
    
    
    
    
    
    
    
    
    260Accreted interest on convertible promissory note
    
    
    112
    
    
    
    201
    
    
    
    998Stock-based compensation costs
    
    
    4
    
    
    
    2
    
    
    
    1,095Gain on sale of intellectual property and royalty rights
    
    
    
    
    
    
    
    
    
    
    (3,656
    )Loss (gain) on sale of property and equipment
    
    
    (81
    )
    
    
    (16
    )
    
    
    267Warrant valuation
    
    
    
    
    
    
    2,113
    
    
    
    2,481Asset impairment loss
    
    
    
    
    
    
    
    
    
    
    2,066Loss on facility sublease
    
    
    
    
    
    
    
    
    
    
    895Increase (decrease) in cash resulting from changes in assets and liabilities:Accounts receivable
    
    
    (86
    )
    
    
    17
    
    
    
    (58
    )Prepaid expenses and other current assets
    
    
    63
    
    
    
    31
    
    
    
    380Accounts payable and accrued expenses
    
    
    341
    
    
    
    220
    
    
    
    5,373Accrued loss on sublease
    
    
    
    
    
    
    
    
    
    
    (265
    )Deferred grant revenue
    
    
    (35
    )
    
    
    
    
    
    
    Deferred rent
    
    
    
    
    
    
    
    
    
    
    410Net Cash used in Operating Activities
    
    
    (1,489
    )
    
    
    (609
    )
    
    
    (54,931
    )Cash Flows from Investing Activities:Purchase of property and equipment, net
    
    
    
    
    
    
    
    
    
    
    (4,580
    )Proceeds from sale of property and equipment
    
    
    81
    
    
    
    16
    
    
    
    249Proceeds from sale of intellectual property
    
    
    
    
    
    
    
    
    
    
    1,816Proceeds from sale of marketable securities
    
    
    
    
    
    
    
    
    
    
    2,000Refund of security deposit
    
    
    
    
    
    
    
    
    
    
    (3
    )Transfer of restricted cash
    
    
    
    
    
    
    
    
    
    
    (1,035
    )Net Cash provided by (used in) Investing Activities
    
    
    81
    
    
    
    16
    
    
    
    (1,553
    )Cash Flows from Financing Activities:Proceeds from issuance of note payable to stockholder
    
    
    
    
    
    
    
    
    
    
    1,650Repayment of note payable to stockholder
    
    
    
    
    
    
    
    
    
    
    (1,650
    )Proceeds from issuance of convertible promissory note and warrants, net of issuance costs
    
    
    
    
    
    
    300
    
    
    
    13,099Borrowing under line of credit, Northwest Hospital
    
    
    
    
    
    
    
    
    
    
    2,834Repayment of line of credit, Northwest Hospital
    
    
    
    
    
    
    
    
    
    
    (2,834
    )Repayment of convertible promissory note
    
    
    (55
    )
    
    
    (13
    )
    
    
    (119
    )Payment on capital lease obligations
    
    
    (11
    )
    
    
    (5
    )
    
    
    (316
    )Payments on note payable
    
    
    
    
    
    
    
    
    
    
    (420
    )Proceeds from issuance Series A cumulative preferred stock, net
    
    
    1,276
    
    
    
    
    
    
    
    28,708Proceeds from exercise of stock options and warrants
    
    
    2
    
    
    
    
    
    
    
    220Proceeds from issuance common stock, net
    
    
    
    
    
    
    
    
    
    
    17,373Advance on funding commitment for common stock
    
    
    
    
    
    
    2,900
    
    
    
    2,900Mandatorily redeemable Series A preferred stock redemption fee
    
    
    
    
    
    
    
    
    
    
    (1,700
    )Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    (320
    )Net Cash (used in) provided by Financing Activities
    
    
    1,212
    
    
    
    3,182
    
    
    
    59,425Net increase (decrease) in cash and cash equivalents
    
    
    (196
    )
    
    
    2,589
    
    
    
    2,941Cash and cash equivalents at beginning of period
    
    
    248
    
    
    
    352
    
    
    
    Cash and cash equivalents at end of period
    
    $
    52
    
    
    $
    2,941
    
    
    $
    2,941Supplemental
disclosure of cash flow information Cash paid during the period for interest
    
    $
    2
    
    
    $
    2
    
    
    $
    1,398Supplemental schedule of non-cash financing activitiesEquipment acquired through capital leases
    
    
    
    
    
    
    
    
    
    
    285Common stock warrant liability
    
    
    
    
    
    
    6,719
    
    
    
    12,037Accretion of mandatorily redeemable Series A preferred stock redemption obligation
    
    
    
    
    
    
    
    
    
    
    1,872Beneficial conversion feature of convertible promissory notes
    
    
    
    
    
    
    64
    
    
    
    6,906Conversion of convertible promissory notes and accrued interest to Series D preferred stock
    
    
    
    
    
    
    
    
    
    
    5,324
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Three Months Ended
    
    
    Period fromMarch 31,
    
    
    March 18, 1996(Inception) to2005
    
    
    2006
    
    
    March 31, 2006Issuance of Series C preferred stock warrants in connection with lease agreement
    
    
    
    
    
    
    
    
    
    
    43Issuance of common stock for license rights
    
    
    
    
    
    
    
    
    
    
    4Issuance of common stock and warrants to Medarex
    
    
    
    
    
    
    
    
    
    
    840Issuance of common stock to landlord
    
    
    
    
    
    
    
    
    
    
    35Deferred compensation on issuance of stock options and restricted stock grants
    
    
    4
    
    
    
    
    
    
    
    759Cancellation of options and restricted stock
    
    
    
    
    
    
    
    
    
    
    849Stock subscription receivable
    
    
    
    
    
    
    
    
    
    
    480Financing of prepaid insurance through note payable
    
    
    
    
    
    
    
    
    
    
    491
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Northwest Biotherapeutics, Inc.
(A Development Stage Company)
 
 Notes to Condensed Financial Statements
(unaudited)
 1. Basis of Presentation
   2. Summary of significant accounting policies
  Stock-based Compensation
   3. Stock-Based Compensation Plans
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Determining Fair Value Under SFAS 123(R)
 Valuation and Amortization Method.
 Expected Life
 Expected Volatility
 Risk-Free Interest Rate.
 Expected Dividend Yield.
 Expected Forfeitures.
   Pro Forma Information Under SFAS 123 and APB 25
  Three months endedMarch 31, 2005Net loss applicable to common stockholders as reportedAs reported
    
    $
    (2,526
    )Add: Stock-based employee compensation expense included in reported net loss, net
    
    
    4Deduct: Stock-based employee compensation determined under fair value based method for all awards
    
    
    (24
    )Pro forma
    
    $
    (2,546
    )Net loss per share-basic and diluted:As reported
    
    $
    (0.13
    )Pro forma
    
    $
    (0.13
    )
 8




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4. Liquidity
      5. Net Loss Per Share Applicable to Common Stockholders
  6. Notes Payable
 Management Loans
   9




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Toucan Capital Loans
      Toucan Partners Loans
  Interest
    
    
    Conversion
    
    
    WarrantLoan Date
    
    Principal(1)
    
    
    Due Date
    
    
    Rate(2)
    
    
    Shares(3)
    
    
    Shares(3)(In thousands)
    
    
    
    
    
    
    
    
    
    
    (In thousands)
    
    
    (In thousands)11/14/2005
    
    $
    400
    
    
    
    11/14/2006
    
    
    
    10
    %
    
    
    10,391
    
    
    
    4,000
    (4)12/30/2005
    
    
    250
    
    
    
    12/30/2006
    
    
    
    10
    %
    
    
    6,402
    
    
    
    2,500
    (5)03/09/2006
    
    
    300
    
    
    
    03/09/2007
    
    
    
    10
    %
    
    
    7,545
    
    
    
    3,000
    (5)Total
    
    $
    950
    
    
    
    
    
    
    
    
    
    
    
    24,338
    
    
    
    9,500
 10




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##### Table of Contents



(1)
    
    The notes are secured by a first priority senior security interest in all of the Companys
assets.(2)
    
    Interest accrues at 10% per annum, based on a 365-day basis compounded annually from the
respective original issuance dates of the notes.(3)
    
    The notes are convertible into, and the warrants are exercisable for, shares of convertible
preferred stock if the convertible preferred stock is approved and authorized and other
investors have purchased in cash a minimum of $15 million of such convertible preferred stock,
on the terms and conditions set forth in the recapitalization agreement. However, if, for any
reason, such convertible preferred stock is not approved or authorized and/or if other
investors have not purchased in cash a minimum of $15 million of such convertible preferred
stock, on the terms and conditions set forth in the recapitalization agreement, these notes
shall be convertible into, and the warrants shall be exercisable for, any equity security
and/or debt security and/or any combination thereof.(4)
    
    Exercise period is 7 years from the issuance date of the note.(5)
    
    Exercise period is 7 years from April 17, 2006 (the issuance date of the warrant).  7. Liability for Potentially Dilutive Securities in Excess of Authorized Number of Common Shares
   8. Private Placement
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9. Contingency
        12




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Sales Tax Assessment
   10. Commitments
  11. Recent Accounting Pronouncements
     13




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Item. 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
     Critical Accounting Policies and Estimates
   14




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##### Table of Contents



Results of Operations
    Three Months Ended March 31, 2005 and 2006
 Total Revenues.
 Cost of Research Material Sales.
 Research and Development Expense.
 General and Administrative Expense.
 Depreciation and Amortization.
 Total Other Income (Expense), Net.
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Liquidity and Capital Resources
        Sources of Cash
 Federal Grants
  16




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Research Reagent Sales
  License Fees
  Management Loan
   Uses of Cash
    17




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
     18




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Part II  Other Information
 
 Item 1. Legal Proceedings
 Soma Arbitration
        
 Item 1A. Risk Factors
  We will need to raise additional capital, which may not be available.
 
 Our auditors have issued a going concern audit opinion.
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We have reduced business umbrella, auto, crime and fiduciary, and directors and officers
liability insurance coverage.
  We expect to continue to incur substantial losses, and we may never achieve profitability.
  
    
    $5.8 million in 2003;
    
    $8.5 million in 2004;
    
    $9.9 million in 2005; and .
    
    $4.0 million for the three months ended March 31, 2006.
  As a company in the early stage of development with an unproven business strategy, our limited
history of operations makes an evaluation of our business and prospects difficult.
  
    
    $529,000 in 2003;
    
    $390,000 in 2004;
    
    $124,000 in 2005; and
    
    We have not recognized any revenues for the three months ended March 31, 2006.
  
    
    the sale of research products to a single customer;
    
    contract research and development from related parties; and
    
    research grants.
  We may not be able to retain existing personnel.
  20




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We have no manufacturing capabilities, which could adversely impact our ability to
commercialize our product candidates.
  Because we lack sales and marketing experience, we may experience significant difficulties
commercializing our research product candidates.
  Our success partially depends on existing and future collaborators.
   
    
    may not commit sufficient resources to our programs or product candidates;
    
    may not conduct their agreed activities on time, or at all, resulting in delay or
termination of the development of our product candidates and technology;
    
    may not perform their obligations as expected;
    
    may pursue product candidates or alternative technologies in preference to ours; or
    
    may dispute the ownership of products or technology developed under our collaborations.
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Competition in our industry is intense and most of our competitors have substantially greater
resources than we have.
  
    
    biopharmaceutical companies;
    
    biotechnology companies;
    
    pharmaceutical companies;
    
    academic institutions; and
    
    other research organizations.
   
    
    obtain additional funding;
    
    successfully complete clinical trials and obtain all requisite regulatory approvals;
    
    maintain a proprietary position in our technologies and products;
    
    attract and retain key personnel; and
    
    maintain existing or enter into new collaborations.
  Our intellectual property rights may not provide meaningful commercial protection for our
research products or product candidates, which could enable third parties to use our technology, or
very similar technology, and could reduce our ability to compete in the market.
   22




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®
    Our success will depend partly on our ability to operate without infringing or
misappropriating the proprietary rights of others.
     Toucan Capital and Toucan Partners beneficially own the vast majority of our stock and, as a
result, the trading price for our shares may be depressed and these stockholders can take actions
that may be adverse to your interests.
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There may not be an active, liquid trading market for our common stock.
  
    
    limited release of the market price of our securities;
    
    limited news coverage;
    
    limited interest by investors in our securities;
    
    volatility of our stock price due to low trading volume;
    
    increased difficulty in selling our securities in certain states due to blue sky restrictions; and
    
    limited ability to issue additional securities or to secure additional financing.
 Our common stock may experience extreme price and volume fluctuations, which could lead to
costly litigation for us and make an investment in us less appealing.
  
    
    announcements of technological innovations or new products by us or our competitors;
    
    development and introduction of new cancer therapies;
    
    media reports and publications about cancer therapies;
    
    announcements concerning our competitors or the biotechnology industry in general;
    
    new regulatory pronouncements and changes in regulatory guidelines;
    
    general and industry-specific economic conditions;
    
    changes in financial estimates or recommendations by securities analysts; and
    
    changes in accounting principles.
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Our incorporation documents, and bylaws and stockholder rights plan may delay or prevent a
change in our management.
  
    
    authorize the issuance of preferred stock that can be created and issued by the Board
of Directors without prior stockholder approval, commonly referred to as blank check
preferred stock, with rights senior to those of common stock;
    
    authorize our Board of Directors to issue dilutive shares of common stock upon certain events; and
    
    provide for a classified Board of Directors.
  The resale, or the availability for resale, of the shares issued in the PIPE Financing could
have a material adverse impact on the market price of our common stock.
  Because the common stock may be subject to penny stock rules, the market for the common stock may
be limited.
  
    
    must make a special written suitability determination for the purchaser;
    
    receive the purchasers written agreement to a transaction prior to sale;
    
    provide the purchaser with risk disclosure documents which identify certain risks
associated with investing in penny stocks and which describe the market for these penny
stocks as well as a purchasers legal remedies; and
    
    obtain a signed and dated acknowledgment from the purchaser demonstrating that the
purchaser has actually received the required risk disclosure document before a transaction
in a penny stock can be completed.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
      
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  26




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##### Table of Contents



Item 6. Exhibits
  3.1
    
    Sixth Amended and Restated Certificate of Incorporation, as amended. (3.1.)(1)3.2
    
    Second Amended and Restated Bylaws of the Company.(3.2)(1)3.3
    
    Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Preferred
Stock, as amended.(3.3)(1)3.4
    
    Certificate of Designations, Preferences and Rights of Series A-1 Cumulative Convertible
Preferred Stock. (3.4) (1)3.5
    
    First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc. (3.1) (2)*31.1
    
    Certification of President (Principal Executive Officer and Principal Financial and Accounting
Officer), Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of President (Principal Executive Officer and Principal Financial and Accounting
Officer), Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to the exhibit shown in the preceding parentheses filed with the
Registrants Annual Report on Form 10-K filed on April 18, 2006.(2)
    
    Incorporated by reference to the exhibit shown in the preceding parentheses filed with the
Registrants Current Report on Form 8-K filed on April 26, 2006.*
    
    Filed herewith. 27




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##### Table of Contents



SIGNATURES
  NORTHWEST BIOTHERAPEUTICS, INCDated: May 15, 2006
    By:
    /s/ Alton L. BoyntonAlton L. BoyntonPresident (Principal Executive Officer) 28




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##### Table of Contents



NORTHWEST BIOTHERAPEUTICS, INC.
(A Development Stage Company)
 
 EXHIBIT INDEX
 3.1
    
    Sixth Amended and Restated Certificate of Incorporation, as amended. (3.1.)(1)3.2
    
    Second Amended and Restated Bylaws of the Company.(3.2)(1)3.3
    
    Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible Preferred
Stock, as amended.(3.3)(1)3.4
    
    Certificate of Designations,
Preferences and Rights of Series A-1 Cumulative Convertible
Preferred Stock. (3.4) (1)3.5
    
    First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc. (3.1) (2)*31.1
    
    Certification of President (Principal Executive Officer and Principal Financial and Accounting
Officer), Pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as Adopted Pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.*32.1
    
    Certification of President (Principal Executive Officer and Principal Financial and Accounting
Officer), Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 (1)
    
    Incorporated by reference to the exhibit shown in the preceding parentheses filed with the
Registrants Annual Report on Form 10-K filed on April 18, 2006.(2)
    
    Incorporated by reference to the exhibit shown in the preceding parentheses filed with the
Registrants Current Report on Form 8-K filed on April 26, 2006.*
    
    Filed herewith. 29