西北生物疗法美股招股说明书(2025-11-25版)

21,739,130 Shares of Common Stock On November 14, 2025, Northwest Biotherapeutics,Inc. (the “Company”) entered into a $5 million convertible promissorynote financing (the “Note”) with YA II PN, Ltd., per the Form 8-K filed with the SEC onNovember 20, 2025. The Note transactioninvolves potential share issuances related to the conversion of the Note principal amount, which shares are being registered pursuant tothis prospectus supplement. The offering comprises newly registered common stock potentially totaling 21,739,130 million shares at a Our common stock, par value $0.001 per share (“Common Stock”) is traded on the OTCQB tier of the OTC Markets under Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on pageS-2 of this prospectussupplement and on page3 of the accompanying prospectus and the documents incorporated by reference herein for a Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined whether this prospectus supplement or the accompanying prospectus is truthful or complete. Offering price per share of Common StockProceeds to us after OID, a facility commitment fee and expenses The date of this prospectus supplement is November 25, 2025. Prospectus Supplement About This Prospectus SupplementS–iiCautionary Statement Regarding Forward-Looking StatementsS–iv ABOUT THIS PROSPECTUS SUPPLEMENT On October24, 2025, we filed with the Securities and Exchange Commission, or “SEC,” a registration statement on FormS-3 (File No.333-291044) utilizing a shelf registration process relating to the securities described in this prospectus supplement. Underthis shelf registration process, we may, from time to time, sell up to $250 million in the aggregate of Common Stock, preferred stock,depositary shares, warrants, various series of debt securities, share purchase contracts, share purchase units, and warrants to purchase Under this shelf registration process, we are offering to sell Common Stock using this prospectus supplement and theaccompanying prospectus. In this prospectus supplement, we provide you with specific information about the securities that we areselling in this offering. Both this prospectus supplement and the accompanying prospectus include important information about us, oursecurities being offered and other information you should know before investing. This prospectus supplement also adds, updates and This prospectus supplement describes the specific terms of an offering of our securities and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplementand in the accompanying prospectus. The second part, the accompanying prospectus, provides more general information. If the In making your investment decision, you should rely only on the information contained or incorporated by reference in thisprospectus supplement and the accompanying prospectus and any relevant free writing prospectus. We have not authorized anyone toprovide you with any other information. If you receive any information not authorized by us, you should not rely on it. We are notmaking an offer to sell the securities in any jurisdiction where the offer or sale is not permitted. You should not assume that the It is important for you to read and consider all of the information contained in this prospectus supplement and theaccompanying prospectus in making your investment decision. We include cross-references in this prospectus supplement and theaccompanying prospectus to captions in these materials where you can find additional related discussions. The table of contents in thisprospectus supplement provides the pageson which these captions are located. You should read both this prospectus supplement and We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. Thedistribution of this prospectus supplement and the accompanying prospectus and the offering of the securities in certain jurisdictionsmay be restricted by law. Persons outside the United States who come into possession of this prospectus supplement and theaccompanying prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities and thedistribution of this prospectus supplement and the accompanying prospectus outside the United States. This prospectus supplement Our primary executive offices are located at 4800 Montgomery Lane, Suite800, Bethesda, MD 20814, and our telephonenumber is (240) 497-9024. Our website address is http://www.nwbio.com. The information contained on our website is not a part of,and should not be construed as being incorporated by reference into this prospectus supplement or the accompanying prospectus. Unlessthe context otherwise requires,the“Company,”“we,”“us,”“our”and similar names refer to Northwest