NW Bio Releases Vote Tallies From Special Shareholder Meeting
Published: May 01, 2018
Large Voter Turn-Out and Landslide Approval Of All Proposals
BETHESDA, Md., May 1, 2018 /PRNewswire/ -- Northwest Biotherapeutics (OTCQB: NWBO) -- ("NW Bio"), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, today released the vote tallies for the three proposals on the ballot at its Special Meeting of Shareholders held last Friday afternoon in Washington, DC.
Voter turnout was 74% of all the eligible common and preferred holders (511,950,158).
Proposal 1 was to raise the ceiling on the total number of authorized shares of common stock of the Company from 450 million to 1.2 billion. For this Proposal, only the common shares could vote. This Proposal was approved, with Yes votes from 87% of the votes cast (245,267,573), with 4% voting against (11,699,346), and 9% abstaining (25,836,335 votes). 30% did not vote (131,861,943).
Proposal 2 was to raise the ceiling on the total number of authorized shares of preferred stock of the Company from 40 million to 100 million. For this Proposal, both the preferred stock and the common stock could vote. This Proposal was approved with Yes votes from 86% of the votes cast (327,025,901), with 7% voting against (27,266,121), and 7% abstaining (25,796,199). 26% did not vote (131,861,937).
Proposal 3 was to approve equity compensation (options) for the independent Directors. For this Proposal, both the preferred stock and the common stock could vote. This Proposal was approved with Yes votes from 85% of the votes cast (321,886,756 yes votes), with 8% voting against (31,807,105), and 7% abstaining (26,434,360). 25.7% did not vote (131,071,937).
Linda Powers, NW Bio's CEO, commented "We are grateful to our shareholders for their votes overwhelmingly in favor of all three of the Proposals at the Special Meeting, despite what we believe was an all-out assault in the weeks leading up to the Meeting, with incessant attacks on the Company, its technology and its clinical trials, smear campaigns about our supposedly imminent demise, fear mongering on the message boards, apparent dumping of large blocks of our stock, millions of shares mysteriously being "lost" by some brokers and intermediaries, and other shares being "unavailable" or blocked from being voted.
We greatly respect our shareholders' ability to see these attacks for what they were. And most importantly, with the goals of this Special Shareholder Meeting fully accomplished, we plan to continue moving forward vigorously with our programs."
About Northwest Biotherapeutics
Northwest Biotherapeutics is a biotechnology company focused on developing personalized immunotherapy products designed to treat cancers more effectively than current treatments, without toxicities of the kind associated with chemotherapies, and on a cost-effective basis, in both the North America and Europe. The Company has a broad platform technology for DCVax® dendritic cell-based vaccines. The Company's lead program is a 331-patient Phase III trial in newly diagnosed Glioblastoma multiforme (GBM). GBM is the most aggressive and lethal form of brain cancer, and is an "orphan disease." The Company is also pursuing a Phase I/II trial with DCVax-Direct for all types of inoperable solid tumor cancers. It has completed the 40-patient Phase I portion of the trial, and is preparing for the Phase II portion. The Company previously conducted a Phase I/II trial with DCVax-L for metastatic ovarian cancer together with the University of Pennsylvania.
The Preferred Stock and Warrants were issued to Cognate in reliance on an exemption from registration under the Securities Act. The Preferred Stock and Warrants, and the common stock into which the Preferred Stock will be convertible and with respect to which the Warrants will be exercisable, have not been and will not be registered under the Securities Act or the securities laws of any state or other jurisdiction, and may not be offered or sold without registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities or blue sky laws and foreign securities laws.
This press release shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, nor shall there be any sales of the Preferred Stock in any jurisdiction in which such offer, solicitation or sales would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Statements made in this news release that are not historical facts, including statements concerning future treatment of patients using DCVax and future clinical trials, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as "expect," "believe," "intend," "design," "plan," "continue," "may," "will," "anticipate," and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. We cannot guarantee that we actually will achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. 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 risks related to the Company's ability to enroll patients in its clinical trials and complete the trials on a timely basis, uncertainties about the clinical trials process, uncertainties about the timely performance of third parties, risks related to whether the Company's products will demonstrate safety and efficacy, risks related to the Company's ongoing ability to raise additional capital, and other risks included in the Company's Securities and Exchange Commission ("SEC") filings. Additional information on the foregoing risk factors and other factors, including Risk Factors, which could affect the Company's results, is included in its SEC 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 those projected in any forward-looking statement. 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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SOURCE Northwest Biotherapeutics, Inc.