Northwest Biotherapeutics Enters $4.9M Convertible Note; $50M Equity Line

What Happened

• On July 29, 2026 Northwest Biotherapeutics, Inc. (OTCQB: NWBO) announced it entered a $4.9 million convertible promissory note with YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP. The note has a 12‑month term, no periodic interest, a 5% original issue discount, and no payments are due until maturity. The holder may convert the note during the term at a small discount to the prevailing market price. Proceeds are intended for general corporate purposes, including the company's lead product and in‑licensed portfolios.
• At the same time NW Bio and Yorkville entered a standby equity subscription agreement (24‑month term) under which NW Bio may (at its option, after the note is repaid or converted) require Yorkville to subscribe for up to $50 million of common shares at a small discount to market. The prior standby agreement was cancelled. Yorkville also received a warrant to purchase up to $2 million of shares at $0.205 per share.

Key Details

• $4.9 million convertible promissory note dated July 29, 2026; 12‑month maturity; 5% original issue discount; no interest; payments due at maturity.
• Note convertible at the holder’s option during the term at a small discount to prevailing market price.
• Standby equity subscription agreement: up to $50 million available over 24 months, exercisable by NW Bio after the note is repaid or converted; NW Bio not obligated to draw funds and can cancel after conversion/repayment.
• Yorkville received a warrant to buy up to $2 million of shares at $0.205 per share.

Why It Matters

• This establishes near‑term financing (a new direct obligation) that provides immediate cash ($4.9M) and a potential larger equity backstop ($50M) for future needs. For investors, that means improved short‑term liquidity but also the potential for future share dilution if the note is converted or the standby equity is drawn.
• The terms (no periodic interest, OID, holder conversion option, and a low‑discount subscription) reduce immediate cash strain but create contractual obligations and possible dilution events that shareholders should monitor as milestones and funding decisions unfold.