NORTHWEST BIOTHERAPEUTICS INC 8-K

What Happened

• Northwest Biotherapeutics, Inc. (NWBO) filed a Certificate of Amendment on December 30, 2025 to increase its authorized common stock from 1,700,000,000 to 2,600,000,000 shares (par value $0.001). The Certificate of Amendment is included as Exhibit 3.1 to the Form 8‑K.
• The company held its annual meeting of stockholders on December 29, 2025 with 1,192,487,345 shares represented (77.4% of combined voting power). Stockholders elected Pat Sarma to the Board, ratified Cherry Bekaert LLP as the independent auditor for fiscal 2025, approved the authorized‑shares increase, and approved the advisory vote on executive compensation.

Key Details

• Authorized shares increased: 1,700,000,000 → 2,600,000,000 common shares (filed Dec 30, 2025).
• Shares represented at meeting: 1,192,487,345 (77.4% of voting power).
• Director election (Pat Sarma): For 739,207,750; Withheld 172,286,240; Broker non‑votes 280,993,355 (For ~81.1%, Withheld ~18.9%).
• Auditor ratification (Cherry Bekaert LLP): For 1,143,100,380; Against 38,271,749; Abstain 11,115,216 (For ~93.8%).
• Common stock increase vote: For 1,056,740,073; Against 122,050,303; Abstain 13,696,969; Broker non‑votes 280,993,355 (For ~89.65%, Against ~10.35%).
• Advisory vote on executive compensation: For 667,767,433; Against 196,915,765; Abstain 46,810,792; Broker non‑votes 280,993,355 (For ~77.23%, Against ~22.77%).

Why It Matters

• The authorised‑share increase gives the company the legal ability to issue up to 2.6 billion common shares, which can be used for future financings, equity compensation or other corporate purposes; issuing new shares would dilute existing holders if and when the company issues them.
• Re‑election of a director and ratification of the auditor provide board continuity and an approved auditor for fiscal 2025. The advisory "say‑on‑pay" vote passed, indicating stockholder approval of current executive compensation.
• Investors should note the increased share authorization as a structural change that affects potential supply of outstanding shares; monitor future filings (e.g., financings, stock issuances) for any actual dilution or use of the new authorization.