Press Releases
Media Contact:
Lorie Calvo
425-608-3008
lcalvo@nwbio.com
Northwest Biotherapeutics, Inc. Announces Recapitalization Agreement with Toucan Capital
Bothell, Washington - Monday, April 26, 2004 - Northwest Biotherapeutics, Inc. (NWBTE.OTCBB) announced today that it had entered into a Recapitalization Agreement with Toucan Capital Fund II, L.P. The Recapitalization Agreement calls for the possible recapitalization of the Company. At Toucan's option, and if successfully implemented, the recapitalization would provide the company with up to $40 million through the issuance of new securities to Toucan and a syndicate of investors. Following the recapitalization, Toucan and the investor syndicate would potentially own, on a combined basis, over 90% of the outstanding capital stock of the Company. The proposed recapitalization would occur in two stages, a bridge period which expires July 23, 2004, unless extended by Toucan, followed by a potential equity financing.
Since February 1 of this year Toucan has loaned the Company $600,000, including a $500,000 loan that is being made today that will allow the Company to fund its operations for approximately 30 more days. Toucan has the option to loan additional amounts to the Company during the bridge period, but is not obligated to do so. These loans accrue interest at 10% per year and are also convertible into capital stock of the Company, generally at Toucan's option. If converted into capital stock today, the loans would be priced at the lower of $0.0979 per share or a 35% discount to the average closing price of the Company's common stock for any 20 consecutive trading days. In connection with the loans, Toucan has received warrants to purchase up to 36,000,000 shares of the Company's capital stock at an exercise price of $.01 per share. Any future bridge loans by Toucan up to $500,000, or $1.1 million in the aggregate, would include similar warrant coverage.
As part of the Recapitalization Agreement, at the election of Toucan, the Company will be required to enter into an equity financing with Toucan and other investors to be determined by Toucan. If Toucan elects to pursue the equity financing, the parties have agreed that the Company will sell to Toucan and other investors up to $40 million of convertible preferred stock. The preferred stock would be priced at the lower of $.10 per share or a 35% discount to the average closing price of the Company's common stock during the 20 trading days prior to the closing, but not be less than $.04 per share. If Toucan elects to proceed with the equity financing, the closing would be subject to a number of closing conditions, including approval of the Company's stockholders.
About Northwest Biotherapeutics
Northwest Biotherapeutics is a biotechnology company focused on discovering, developing and commercializing immunotherapy products that safely generate and enhance immune system responses to effectively treat cancer. The Company's strategy is to combine its expertise in dendritic cell biology, immunology and antigen discovery with its proprietary technologies to develop cancer therapies. The Company's lead product candidate, DCVax®-Prostate has completed Phase I/II clinical trials. As part of its strategy, it is further developing diagnostic and therapeutic antibodies against its proprietary cancer targets and it is continuing refinement of its next generation system for cost effectively producing high purity dendritic cells and dendritic cell precursors for potential new cancer products.
About Toucan
Toucan Capital Fund II is a venture capital fund, based in Bethesda, Maryland, focused primarily on life science investments. Toucan invests at seed and early (pre-clinical) stages, as well as later (clinical) stages. The fund's primary areas of investment currently include immunotherapies, biologics and protein therapeutics, cell therapies and tissue engineering, RNA therapeutics, and medical devices.
Form 10-K
The Company anticipates that it will file its annual report on Form 10-K with the Securities and Exchange Commission within the next ten days. The Form 10-K will include a detailed description of the transactions described in the press release.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein. The securities offered and sold have not been, and the securities proposed to be offered and sold will not be, registered under the Securities Act of 1933, as amended, or any state securities laws.
Statements made in this news release that are not historical facts are forward?looking statements. Forward-looking statements appearing herein include statements concerning the recapitalization of the Company, additional loans to Company by Toucan and a potential equity financing with Toucan and/or other investors. Actual results may differ materially from those projected in any forward?looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as the company's ability to satisfy certain conditions to closing of additional bridge funding and/or the proposed equity financing, Toucan's decision as to whether to continue to fund the Company, which is at Toucan's sole discretion, the amount and timing of other investors' interest in purchasing preferred stock as part of the potential recapitalization, the Company's ability to raise additional capital, and the timely performance of third parties. Additional information on these and other factors, which could affect the Company's results, are included in its Securities and Exchange Commission filings. Finally, there may be other factors not mentioned above or included in the Company's SEC filings that may cause actual results to differ materially from any forward?looking statement. You should not place undue reliance on any forward?looking statements. The Company assumes no obligation to update any forward?looking statements as a result of new information, future events or developments, except as required by securities laws.
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