##### 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 June 30, 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  120th Avenue NE, Suite 101
Bothell, Washington 98011
(425) 608-3000
 þ o
  o o þ
 o þ




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##### Table of Contents



TABLE OF CONTENTS
 NORTHWEST BIOTHERAPEUTICS, INC.
 TABLE OF CONTENTS
 PagePART I  FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Balance Sheets as of December 31, 2005 and June 30, 2006 (unaudited)
    
    
    3Condensed Statements of Operations (unaudited) for the three and six months ended June
30, 2005 and 2006 and the period from March 18, 1996 (inception) to June 30, 2006
    
    

    4Condensed Statements of Cash Flows (unaudited) for the six months ended June 30, 2005 and
2006 and the period from March 18, 1996 (inception) to June 30, 2006
    
    
    5Notes to Condensed Financial Statements
    
    
    7Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    15Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    

    21Item 4. Controls and Procedures
    
    
    21PART II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    22Item 1A. Risk Factors
    
    
    22Item 2. Unregistered Sales of Securities and Use of Proceeds
    
    
    29Item 3. Defaults Upon Senior Securities
    
    
    29Item 4. Submission of Matters to a Vote of Security Holders
    
    
    29Item 5. Other Information
    
    
    30Item 6. Exhibits
    
    
    31SIGNATURES
    
    
    32INDEX TO EXHIBITS
    
    
    33EXHIBIT 31.1EXHIBIT 32.1
 2




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##### Table of Contents



Part I  Financial Information
 NORTHWEST BIOTHERAPEUTICS, INC.
 
 Condensed
Balance Sheets
 December 31,
    
    
    June 30,2005
    
    
    2006UnauditedAssetsCurrent assets:Cash
    
    $
    352
    
    
    $
    2,466Accounts receivable
    
    
    17
    
    
    
    Accounts receivable, related party
    
    
    58
    
    
    
    58Prepaid expenses and other current assets
    
    
    117
    
    
    
    124Total current assets
    
    
    544
    
    
    
    2,648Property and equipment:Laboratory equipment
    
    
    100
    
    
    
    100Office furniture and other equipment
    
    
    96
    
    
    
    96196
    
    
    
    196Less accumulated depreciation and amortization
    
    
    (143
    )
    
    
    (162
    )Property and equipment, net
    
    
    53
    
    
    
    34Restricted cash
    
    
    31
    
    
    
    31Deposit and other non-current assets
    
    
    3
    
    
    
    3Total assets
    
    $
    631
    
    
    $
    2,716Liabilities And Stockholders EquityCurrent liabilities:Note payable to related parties, net of discount
    
    $
    6,683
    
    
    $
    515Current portion of capital lease obligations
    
    
    10
    
    
    
    6Accounts payable
    
    
    443
    
    
    
    388Accounts payable, related party
    
    
    3,353
    
    
    
    2,762Accrued expenses
    
    
    117
    
    
    
    152Accrued expense, tax liability
    
    
    336
    
    
    
    353Accrued expense, related party
    
    
    500
    
    
    
    639Common stock warrant liability
    
    
    604
    
    
    
    Total current liabilities
    
    
    12,046
    
    
    
    4,815Long-term liabilities:Capital lease obligations, net of current portion
    
    
    3
    
    
    
    Total liabilities
    
    
    12,049
    
    
    
    4,815Stockholders equity:Preferred stock, $0.001 par value; 100,000,000 and
300,000,000 shares authorized at December 31, 2005 and
June 30, 2006, respectivelySeries A preferred stock, 50,000,000 designated
and 32,500,000 shares issued and outstanding at
December 31, 2005 and June 30, 2006
    
    
    33
    
    
    
    33Series A-1 preferred stock, zero and 10,000,000
designated at December 31, 2005 and June 30, 2006,
respectively, and zero and 4,816,863 shares issued and
outstanding at December 31, 2005 and June 30, 2006,
respectively
    
    
    
    
    
    
    5Common stock, $0.001 par value; 300,000,000 and
800,000,000 shares authorized and 19,078,047 and
65,241,286 shares issued and outstanding at December 31,
2005 and June 30, 2006, respectively
    
    
    19
    
    
    
    65Additional paid-in capital
    
    
    71,220
    
    
    
    78,017Deficit accumulated during the development stage
    
    
    (82,690
    )
    
    
    (80,219
    )Total stockholders equity
    
    
    (11,418
    )
    
    
    (2,099
    )Total liabilities and stockholders equity
    
    $
    631
    
    
    $
    2,716
  3




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NORTHWEST BIOTHERAPEUTICS, INC.
 
 Condensed Statements of Operations
 Three Months Ended
    
    
    Six Months Ended
    
    
    Period fromJune 30,
    
    
    June 30,
    
    
    March 18, 1996(inception) to2005
    
    
    2006
    
    
    2005
    
    
    2006
    
    
    June 30, 2006Revenues:Research material sales
    
    $
    8
    
    
    $
    
    
    
    $
    19
    
    
    $
    
    
    
    $
    450Contract research and development
from related parties
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,128Research grants
    
    
    
    
    
    
    
    
    
    
    76
    
    
    
    
    
    
    
    1,061Total revenues
    
    
    8
    
    
    
    
    
    
    
    95
    
    
    
    
    
    
    
    2,639Operating expenses:Cost of research material sales
    
    
    1
    
    
    
    
    
    
    
    5
    
    
    
    
    
    
    
    382Research and development
    
    
    1,293
    
    
    
    1,217
    
    
    
    2,608
    
    
    
    1,644
    
    
    
    33,711General and administrative
    
    
    454
    
    
    
    733
    
    
    
    920
    
    
    
    1,176
    
    
    
    31,870Depreciation and amortization
    
    
    15
    
    
    
    9
    
    
    
    39
    
    
    
    19
    
    
    
    2,285Accrued loss on facility sublease
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    895Asset impairment loss
    
    
    
    
    
    
    7
    
    
    
    
    
    
    
    (9
    )
    
    
    2,057Total operating expenses
    
    
    1,763
    
    
    
    1,966
    
    
    
    3,572
    
    
    
    2,830
    
    
    
    71,200Loss from operations
    
    
    (1,755
    )
    
    
    (1,966
    )
    
    
    (3,477
    )
    
    
    (2,830
    )
    
    
    (68,561
    )Other income (expense):Warrant valuation
    
    
    
    
    
    
    9,240
    
    
    
    
    
    
    
    7,127
    
    
    
    6,759Gain on sale of intellectual rights
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    3,656Interest expense
    
    
    (884
    )
    
    
    (858
    )
    
    
    (1,693
    )
    
    
    (1,839
    )
    
    
    (14,976
    )Interest income
    
    
    1
    
    
    
    12
    
    
    
    2
    
    
    
    13
    
    
    
    749Net
income (loss)
    
    
    (2,638
    )
    
    
    6,428
    
    
    
    (5,168
    )
    
    
    2,471
    
    
    
    (72,373
    )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 income
(loss) applicable to common
stockholders
    
    $
    (2,638
    )
    
    $
    6,428
    
    
    $
    (5,168
    )
    
    $
    2,471
    
    
    $
    (80,219
    )Net income/loss per share applicable to
common stockholders  basic
    
    $
    (0.14
    )
    
    $
    0.10
    
    
    $
    (0.27
    )
    
    $
    0.06Weighted average shares used in
computing basic net income/loss per
share
    
    
    19,078
    
    
    
    63,381
    
    
    
    19,057
    
    
    
    41,427Net income/loss per share applicable to
common stockholders  diluted
    
    $
    (0.14
    )
    
    $
    0.03
    
    
    $
    (0.27
    )
    
    $
    0.01Weighted average shares used in
computing diluted net income/loss per
share
    
    
    19,078
    
    
    
    228,505
    
    
    
    19,057
    
    
    
    206,551
  4




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Northwest Biotherapeutics, Inc.
 
 Condensed Statements of Cash Flows
 Period fromSix Months Ended
    
    
    March 18, 1996June 30,
    
    
    (Inception) to2005
    
    
    2006
    
    
    June 30, 2006Cash Flows from Operating Activities:Net
Income (Loss)
    
    $
    (5,168
    )
    
    $
    2,471
    
    
    $
    (72,373
    )Reconciliation
of net income (loss) to net cash used in operating activities:Depreciation and amortization
    
    
    39
    
    
    
    19
    
    
    
    2,285Amortization of deferred financing costs
    
    
    
    
    
    
    
    
    
    
    320Amortization debt discount
    
    
    1,445
    
    
    
    1,561
    
    
    
    11,819Accrued interest converted to preferred stock
    
    
    
    
    
    
    
    
    
    
    260Accreted interest on convertible promissory note
    
    
    244
    
    
    
    260
    
    
    
    1,057Stock-based compensation costs
    
    
    6
    
    
    
    3
    
    
    
    1,096Gain on sale of intellectual property and royalty rights
    
    
    
    
    
    
    
    
    
    
    (3,656
    )Loss (gain) on sale of property and equipment
    
    
    
    
    
    
    (16
    )
    
    
    267Warrant valuation
    
    
    (81
    )
    
    
    (7,127
    )
    
    
    (6,759
    )Asset impairment loss
    
    
    
    
    
    
    
    
    
    
    2,066Loss on facility sublease
    
    
    
    
    
    
    
    
    
    
    895Increase (decrease) in cash resulting from changes in assets and liabilities:Accounts receivable
    
    
    (99
    )
    
    
    17
    
    
    
    (58
    )Prepaid expenses and other current assets
    
    
    59
    
    
    
    (7
    )
    
    
    342Accounts payable and accrued expenses
    
    
    761
    
    
    
    (455
    )
    
    
    4,698Accrued loss on sublease
    
    
    
    
    
    
    
    
    
    
    (265
    )Deferred grant revenue
    
    
    (35
    )
    
    
    
    
    
    
    Deferred rent
    
    
    
    
    
    
    
    
    
    
    410Net Cash used in Operating Activities
    
    
    (2,829
    )
    
    
    (3,274
    )
    
    
    (57,596
    )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
    
    
    1,400
    
    
    
    300
    
    
    
    13,099Borrowing under line of credit, Northwest Hospital
    
    
    
    
    
    
    
    
    
    
    2,834Repayment of line of credit, Northwest Hospital
    
    
    
    
    
    
    
    
    
    
    (2,834
    )Repayment of convertible promissory note
    
    
    (54
    )
    
    
    (13
    )
    
    
    (119
    )Payment on capital lease obligations
    
    
    (22
    )
    
    
    (7
    )
    
    
    (317
    )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
    
    
    4
    
    
    
    8
    
    
    
    227Proceeds from issuance common stock, net
    
    
    
    
    
    
    5,084
    
    
    
    22,457Advance on funding commitment for common stock
    
    
    
    
    
    
    
    
    
    
    Mandatorily redeemable Series A preferred stock redemption fee
    
    
    
    
    
    
    
    
    
    
    (1,700
    )Deferred financing costs
    
    
    
    
    
    
    
    
    
    
    (320
    )Net Cash (used in) provided by Financing Activities
    
    
    2,604
    
    
    
    5,372
    
    
    
    61,615Net increase (decrease) in cash
    
    
    (144
    )
    
    
    2,114
    
    
    
    2,466
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Period fromSix Months Ended
    
    
    March 18, 1996June 30,
    
    
    (Inception) to2005
    
    
    2006
    
    
    June 30, 2006Cash at beginning of period
    
    
    248
    
    
    
    352
    
    
    
    Cash at end of period
    
    $
    104
    
    
    $
    2,466
    
    
    $
    2,466Supplemental disclosure of cash flow information 
Cash paid during the period for interest
    
    $
    4
    
    
    $
    2
    
    
    $
    1,398Supplemental
schedule of non-cash financing activities:Equipment acquired through capital leases
    
    
    
    
    
    
    
    
    
    
    285Common stock warrant liability
    
    
    
    
    
    
    6,523
    
    
    
    531Accretion of mandatorily redeemable Series A preferred stock redemption
obligation
    
    
    
    
    
    
    
    
    
    
    1,872Beneficial conversion feature of convertible promissory notes
    
    
    1,400
    
    
    
    64
    
    
    
    6,842Conversion of convertible promissory notes and accrued interest to Series D
preferred stock
    
    
    
    
    
    
    
    
    
    
    5,324Conversion
of convertible promissory notes and accrued interest to
Series A-1 preferred stock
    
    
    
    
    
    
    7,707
    
    
    
    7,707Conversion
of convertible promissory notes and accrued interest to common stock
    
    
    
    
    
    
    269
    
    
    
    269Issuance 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
    
    
    8
    
    
    
    
    
    
    
    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
   7




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Determining Fair Value Under SFAS No. 123(R)
 Valuation and Amortization Method.
 Expected Life
 Expected Volatility
 Risk-Free Interest Rate.
 Expected Dividend Yield.
 Expected Forfeitures.
   Pro Forma Information Under SFAS No. 123 and APB Opinion No. 25
  Three months ended
    
    
    Six months endedJune 30, 2005
    
    
    June 30, 2005Net loss applicable to common stockholders:As reported
    
    $
    (2,638
    )
    
    $
    (5,168
    )Add: Stock-based employee compensation
expense included in reported net loss, net
    
    
    4
    
    
    
    8Deduct: Stock-based employee compensation
determined under fair value based method for
all awards
    
    
    (25
    )
    
    
    (44
    )Pro forma
    
    $
    (2,659
    )
    
    $
    (5,204
    )Net loss per share-basic and diluted:As reported
    
    $
    (0.14
    )
    
    $
    (0.27
    )Pro forma
    
    $
    (0.14
    )
    
    $
    (0.27
    )
  8




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




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Toucan Capital Loans
      Toucan Partners Loans
  10




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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
    %
    
    
    10,641
    
    
    
    4,000
    (4)12/30/2005
    
    
    250
    
    
    
    12/30/2006
    
    
    
    10
    %
    
    
    6,556
    
    
    
    2,500
    (5)03/09/2006
    
    
    300
    
    
    
    03/09/2007
    
    
    
    10
    %
    
    
    7,727
    
    
    
    3,000
    (5)Total
    
    $
    950
    
    
    
    
    
    
    
    
    
    
    
    24,924
    
    
    
    9,500
 
 (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
   11




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8. Private Placement
    9. Contingency
   12




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13




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Sales Tax Assessment
   10. Commitments
  11. Recent Accounting Pronouncements
      14




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Item. 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
  ® ® ®
    Critical Accounting Policies and Estimates
  15




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Results of Operations
     Three Months Ended June 30, 2005 and 2006
 Total Revenues.
 Cost of Research Material Sales.
 Research and Development Expense.
 General and Administrative Expense.
 16




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Depreciation and Amortization.
 Total Other Income (Expense), Net.
 Six Months Ended June 30, 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.
 17




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Liquidity and Capital Resources
        18




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Sources of Cash
 Federal Grants
   Research Reagent Sales
  License Fees
  Management Loan
   19




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Uses of Cash
    20




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Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 
 21




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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.
  22




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Our auditors have issued a going concern audit opinion.
  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.
    
    $2.5 million net income for the six months ended June 30, 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.
 23




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
    
    $529,000 in 2003;
    
    $390,000 in 2004;
    
    $124,000 in 2005; and
    
    we have not recognized any revenues for the six months ended June 30, 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.
  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 product candidates.
  Our success partially depends on existing and future collaborators.
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
    
    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.
   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.
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
    
    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.
  ®
    Our success will depend partly on our ability to operate without infringing or
misappropriating the proprietary rights of others.
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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.
   There may not be an active, liquid trading market for our common stock.
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
    
    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.
  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.
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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 our common stock is 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.
  
 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
  
    
    The proposal to approve an amendment to our sixth amended and restated certificate of
incorporation to increase our authorized capital stock from 400,000,000 shares to
1,100,000,000 shares, consisting of 800,000,000 shares of common stock and 300,000,000 shares
of preferred stock received the following votes:
 PercentShares Voted
    
    For/Against(In thousands)
    
    

    %For
    
    
    230,574
    
    
    
    100Against
    
    
    0
    
    
    
    0Abstain
    
    
    0
    
    
    
    0Broker non-Votes
    
    
    59,666
    
    
    
    0
 
    
    The proposal to ratify the selection by the Audit Committee of our Board of Directors of
Peterson Sullivan as our independent registered public accounting firm for the fiscal year
ending December 31, 2006 received the following votes:
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Percent ofVotes
    
    For/Against(In thousands)
    
    

    %For
    
    
    230,574
    
    
    
    100Against
    
    
    0
    
    
    
    0Abstain
    
    
    0
    
    
    
    0Broker non-Votes
    
    
    59,666
    
    
    
    0
 
 Item 5. Other Information
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Item 6. Exhibits
  3.1
    
    Seventh Amended and Restated Certificate of Incorporation, as amended. (3.1.)(1)3.2
    
    Second Amended and Restated Bylaws of the Company. (3.2)(2)3.3
    
    Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible
Preferred Stock, as amended. (3.3)(2)3.4
    
    Certificate of Designations, Preferences and Rights of Series A-1 Cumulative Convertible
Preferred Stock. (3.4) (2)3.5
    
    First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc.
(3.1) (3)*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
Pre-effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-134320),
filed July 17, 2006.(2)
    
    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.(3)
    
    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. 
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SIGNATURES
  NORTHWEST BIOTHERAPEUTICS, INCDated: August 14, 2006
    By:
    /s/ Alton L. BoyntonAlton L. BoyntonPresident (Principal Executive Officer) 32




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NORTHWEST BIOTHERAPEUTICS, INC.
(A Development Stage Company)
 
 EXHIBIT INDEX
 3.1
    
    Seventh Amended and Restated Certificate of Incorporation, as amended. (3.1)(1)3.2
    
    Second Amended and Restated Bylaws of the Company. (3.2)(2)3.3
    
    Certificate of Designations, Preferences and Rights of Series A Cumulative Convertible
Preferred Stock, as amended. (3.3)(2)3.4
    
    Certificate of Designations, Preferences and Rights of Series A-1 Cumulative Convertible
Preferred Stock. (3.4) (2)3.5
    
    First Amendment to Second Amended and Restated Bylaws of Northwest Biotherapeutics, Inc.
(3.1) (3)*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
Pre-effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-134320),
filed July 17, 2006.(2)
    
    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.(3)
    
    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. 33