UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) |
(Address of Principal Executive Offices)
(
(Registrant’s telephone number, including area code)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 8.01. | Other Events. |
On October 23, 2025, the Company filed a new Form S-3 registration statement (“shelf registration”) to replace its existing shelf registration. Such registration statements expire 3 years from their effective date. The Company’s existing shelf registration went effective on October 25, 2022. As such, that registration statement expires on October 25, 2025. In order to maintain an ongoing effective shelf registration, it was necessary for the Company to file a new registration statement before the expiration of the existing one. Accordingly, the Company filed the new shelf registration on October 23, 2025.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHWEST BIOTHERAPEUTICS, INC. | ||
| Date: October 24, 2025 | By: | /s/ Linda Powers |
| Name: | Linda Powers | |
| Title: | Chief Executive Officer and Chairman | |