NORTHWEST BIOTHERAPEUTICS INC
For the period ended Dec 31, 2025. Filed Apr 15, 2026.
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FY2025 · Filed Apr 15, 2026
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Item 14. Principal Accountant Fees and Services
Fees Paid to Independent Public Accountants
Cherry Bekaert has served as our independent public accounting firm for the fiscal years ended December 31, 2020 through December 31, 2025.
Audit Fees
The aggregate fees billed for the fiscal years ended December 31, 2025 for professional services rendered by Cherry Bekaert for the audit of our annual financial statements for 2025, and the review our financial statements included in our quarterly reports on Form 10-Q for 2025 was $728,000.
The aggregate fees billed for the fiscal years ended December 31, 2024 for professional services rendered by Cherry Bekaert for the audit of our annual financial statements for 2024, and the review our financial statements included in our quarterly reports on Form 10-Q for 2024 was $611,000.
Audit-Related Fees
There were no fees billed in the fiscal years ended December 31, 2025 and 2024 for assurance and related services rendered by Cherry Bekaert related to the performance of the audit or review of our financial statements.
Tax and Other Non-Audit Professional Services
There were no fees billed in the fiscal years ended December 31, 2025 and 2024 for professional services rendered by Cherry Bekaert for tax related services or other non-audit professional services fees.
Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services
Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our principal accountants on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. Our Audit Committee pre-approves these services by category and service. Our Audit Committee pre-approved all of the services provided by our principal accountants during the fiscal years ended December 31, 2025 and 2024.
EXHIBIT INDEX
| ExhibitNumber | | Description |
| 3.1 | Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Amendment No. 1 to the Registration Statement on Form S-1(File No. 333-134320) on July 17, 2006). | |
| 3.2 | Third Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on June 22, 2007). | |
| 3.3 | Amendment to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Current Report on Form 8-K on June 22, 2007). | |
| 3.5 | Amendment to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Quarterly Report on Form 10-Q on May 21, 2012). | |
| 3.6 | Amendment to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on September 26, 2012). | |
| 3.7 | | Amendment to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on January 13, 2023). |
| 3.8 | | Amendment to the Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on January 2, 2026). |
| 3.9 | Amendment to Third Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on December 11, 2012). | |
| 3.10 | Amended and Restated Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on December 21, 2017). | |
| 3.11 | Amended and Restated Certificate of Designations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on January 4, 2018). | |
| 3.12 | | Certificate of Elimination of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 filed with the Registrant’s Current Report on Form 8-K on July 26, 2022). |
| 3.13 | | Certificate of Designations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 filed with the Registrant’s Current Report on Form 8-K on July 26, 2022). |
| 4.1 | Description of Securities | |
| 4.2 | Form of common stock certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant’s Amendment No. 3 to the Registration Statement on Form S-1 (Registration No. 333-67350) on November 14, 2001). | |
| 4.3 | Form of Warrant Agency Agreement by and between Northwest Biopharmaceuticals, Inc. and Computershare Trust Company, N.A. and Form of Warrant Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant’s Form S-1 on December 4, 2012). | |
| 10.1 | Note and Loan Agreement, dated as of March 14, 2018, by and between Northwest Biotherapeutics, Inc. and Linda F. Powers (incorporated by reference to Exhibit 10.75 filed with the Registrant’s Annual Report on Form 10-K on April 2, 2019). | |
| 10.2 | Note and Loan Agreement, dated as of March 19, 2018, by and between Northwest Biotherapeutics, Inc. and Linda F. Powers (incorporated by reference to Exhibit 10.76 filed with the Registrant’s Annual Report on Form 10-K on April 2, 2019). | |
| 10.3 | Contract Relating to Sale of Spicers, Sawston, Cambridge, dated as of December 5, 2018, by and between Aracaris Capital Limited and Huawei Technologies Research & Development (UK) Limited (incorporated by reference to Exhibit 10.79 filed with the Registrant’s Annual Report on Form 10-K on April 2, 2019). | |
| 10.4 | Lease Relating to Vision Centre, Sawston, Cambridge, by and between Aracaris Capital Limited and Aracaris Limited, dated as of December 14, 2018 (incorporated by reference to Exhibit 10.80 filed with the Registrant’s Annual Report on Form 10-K on April 2, 2019). | |
| 10.5* | | Equity Compensation Plan, dated May 29, 2020 and as amended on February 25, 2022 (incorporated by reference to Exhibit 10.5 filed with the Registrant’s Annual Report on Form 10-K on March 31, 2025). |
| 10.6 | | Sub-lease Agreement, dated December 31, 2021, by and between Aracaris Ltd. and Northwest Biotherapeutics, Inc. (collectively the “Sub-Lessor”) and Advent BioServices, Ltd. (the “Sub-Lessee”) (incorporated by reference to Exhibit 10.87 of the Registrant’s Annual Report on Form 10-K filed on March 1, 2022). |
| 10.7 | | Loan Agreement, dated April 26,2024, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C. (incorporated by reference to Exhibit 10.8 filed with the Registrant’s Annual Report on Form 10-K on March 31, 2025). |
| 10.8 | Stock Purchase Agreement, dated June 4, 2024, by and between Northwest Biotherapeutics, Inc. and SIO Capital Management LLC (incorporated by reference to Exhibit 10.9 filed with the Registrant’s Annual Report on Form 10-K on March 31, 2025). | |
| 10.9 | Loan Agreement, dated October 18, 2024, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C (incorporated by reference to Exhibit 10.10 filed with the Registrant’s Annual Report on Form 10-K on March 31, 2025). | |
| 10.10 | Standby Equity Purchase Agreement, dated December 19, 2024, by and between Northwest Biotherapeutics, Inc. and YA II PN, LTD (incorporated by reference to Exhibit 10.11 filed with the Registrant’s Annual Report on Form 10-K on March 31, 2025). | |
| 10.11 | | Supplemental Agreement, dated June 30, 2025, by and between Northwest Biotherapeutics, Inc. and YA II PN, LTD. |
| 10.12 | | Supplemental Agreement, dated November 14, 2025, by and between Northwest Biotherapeutics, Inc. and YA II PN, LTD. |
| 10.13 | | Loan Agreement, dated March 7, 2025, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C. |
| 10.14 | | Loan Agreement, dated June 26, 2025, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C. |
| 10.15 | | Loan Agreement, dated October 27, 2025, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C. |
| 10.16 | | Acquisition Agreement, dated August 27, 2025, by and among Northwest Biotherapeutics, Inc., Toucan Holdings LLC, and Advent BioServices, Ltd. |
| 19.1 | Insider Trading Policy (incorporated by reference to Exhibit 19.1 filed with the Registrant’s Annual Report on Form 10-K on March 31, 2025) | |
| 21.1 | | Subsidiaries of the Registrant. |
| 23.1 | | Independent Registered Public Accounting Firm’s Consent. |
| 31.1 | | Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. |
| 32.1 | | Certification of the Principal Executive Officer pursuant to Section 906 of the Sarbanes Oxley Act of 2002. |
| 101.INS | | Inline XBRL Instance Document. |
| 101.SCH | Inline XBRL Schema Document. | |
| 101.CAL | Inline XBRL Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Label Linkbase Document. | |
| 101.PRE | Inline XBRL Presentation Linkbase Document. | |
| 104 | | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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