西北生物疗法 2024年度报告

TRANSITIONREPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______to _______Commission File Number:001-35737NORTHWEST BIOTHERAPEUTICS,INC.(Exact name of registrant as specified in its charter) 4800 Montgomery Lane,Suite800,Bethesda,MD20814(Address of principal executive offices) (Zip Code)(240)497-9024(Registrant’s telephone number, including area code)Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☐No☒ Indicate by check mark whether the registrant: (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities ExchangeAct of 1934 (the “Exchange Act”) during the preceding 12months (or for such shorter period that the registrant was required to file suchreports), and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant wasrequired to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and“emerging growth company” in Rule12b-2 of the Exchange Act.: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant was approximately$510,810,000on June 30, 2024. As of March 28, 2025, the registrant had1,390,753,061shares of common stock outstanding. NORTHWEST BIOTHERAPEUTICS,INC.FORM10-K TABLE OF CONTENTS PARTIItem1.Business3Item1A.Risk Factors6Item1B.Unresolved Staff Comments19Item 1C.Cybersecurity19Item2.Properties20Item3.Legal Proceedings20Item4.Mine Safety Disclosures21PARTIIItem5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities22Item6.Reserved23Item7.Management’s Discussion and Analysis of Financial Condition And Results of Operations23Item7A.Quantitative and Qualitative Disclosures About Market Risk33Item8.Financial Statements and Supplementary Data33Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures33Item9A.Controls and Procedures33Item9B.Other Information34Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections34PARTIIIItem10.Directors, Executive Officers and Corporate Governance35Item11.Executive Compensation39Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters49Item13.Certain Relationships and Related Transactions, and Director Independence51Item14.Principal Accountant Fees and Services53PARTIVItem15.Exhibits and Financial Statement Schedules55Item 16.Form 10-K Summary56SIGNATURES57 PARTI This Report on Form10-K for Northwest Biotherapeutics,Inc. may contain forward-looking statements withinthe meaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of1934. Such forward-looking statements are characterized by future or conditional verbs such as “may,” “will,”“expect,”“intend,”“anticipate,”believe,”“estimate”and“continue”or similar words. You should readstatements that contain these words carefully because they discuss future expectations and plans, which containprojections of future results of operations or financial condition or stat