NORTHWEST BIOTHERAPEUTICS INC 8-K

What Happened

• Northwest Biotherapeutics (NWBO) filed an 8-K reporting that on December 12, 2025 it entered a Stipulation and Agreement of Compromise, Settlement, and Release with Lead Plaintiff F. Glenn Schaeffer to resolve Delaware Court of Chancery litigation over option awards granted in 2020. The settlement follows roughly a year of negotiations and a mediation in mid‑September 2025.

Key Details

• Insurers will pay $2,250,000 to the Company as part of the settlement.
• 17% of the challenged 2020 option awards will be cancelled.
• Plaintiff intends to seek up to $3,500,000 in attorneys’ fees and expenses; any fee award is expected to be paid separately by the Company’s insurers.
• The settlement and any fee award are subject to Court approval at a hearing scheduled for March 16, 2026 (1:30 pm ET) at the Leonard L. Williams Justice Center in Wilmington, Delaware.

Why It Matters

• The agreement resolves the pending litigation over 2020 option awards, removing that specific legal uncertainty and delivering $2.25M to the company from insurers rather than from NWBO’s own cash.
• Cancellation of 17% of the challenged options reduces potential future dilution tied to those awards.
• Attorney fees (up to $3.5M requested) are expected to be covered by insurers and the settlement expressly bars using the $2.25M insurer payment for fees, but both the settlement and any fee award still require court approval on March 16, 2026.

(See the company’s Investor Relations site for the Settlement Agreement and Settlement Notice.)