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EXHIBIT 10.27
NEITHER THIS WARRANT NOR THE SHARES OF COMMON STOCK ISSUABLE UPON
EXERCISE
OF THIS WARRANT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933, AS
AMENDED, OR THE SECURITIES LAWS OF ANY STATE AND MAY NOT BE SOLD,
TRANSFERRED OR
OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT OR
EXEMPTION FROM REGISTRATION UNDER THE FOREGOING LAWS.
THIS
WARRANT SHALL BE VOID AFTER 5:00 P.M. EASTERN TIME ON NOVEMBER
___,
2008 (the "EXPIRATION DATE").
No. __________
NORTHWEST BIOTHERAPEUTICS, INC.
WARRANT TO PURCHASE COMMON SHARES
For
VALUE RECEIVED, ____________________ ("Warrantholder"), is entitled
to
purchase, subject to the provisions of this Warrant, from
Northwest
Biotherapeutics, Inc., a Delaware corporation ("Company"), at any
time not later
than 5:00 P.M., Seattle time, on the Expiration Date (as defined
above), at an
exercise price per share equal to $0.__ [Insert closing price on
date of
closing] (the exercise price in effect being herein called the
"Warrant Price"),
______ shares ("Warrant Shares") of the Company's Common Stock, par
value $0.001
per share ("Common Stock"). The number of Warrant Shares
purchasable upon
exercise of this Warrant and the Warrant Price shall be subject to
adjustment
from time to time as described herein.
Section 1. Registration. The Company shall maintain books for the
transfer
and registration of the Warrant. Upon the initial issuance of this
Warrant, the
Company shall issue and register the Warrant in the name of the
Warrantholder.
Section 2. Transfers. As provided herein, this Warrant may be
transferred
only pursuant to a registration statement filed under the
Securities Act of
1933, as amended ("Securities Act"), or an exemption from such
registration.
Subject to such restrictions, the Company shall transfer this
Warrant from time
to time upon the books to be maintained by the Company for that
purpose, upon
surrender thereof for transfer properly endorsed or accompanied by
appropriate
instructions for transfer and such other documents as may be
reasonably required
by the Company, including, if required by the Company, an opinion
of its counsel
to the effect that such transfer is exempt from the registration
requirements of
the Securities Act, to establish that such transfer is being made
in accordance
with the terms hereof, and a new Warrant shall be issued to the
transferee and
the surrendered Warrant shall be canceled by the Company.
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Section 3. Exercise.
(a) Manner of Exercise. This Warrant may be exercised at any time
or
from time to time, on any business day, for all or part of the full
number of
Warrant Shares during the period of time described above, by
surrendering it at
the principal office of the Company at 22322 20th Avenue SE, Suite
150, Bothell,
Washington 98021, with the subscription form in the form attached
hereto duly
executed, together with payment for the Warrant Shares to be
purchased, payable
in cash, cashier's check and/or wire transfer of immediately
available funds.
Subject to Section 3(b) below, no other form of consideration shall
be
acceptable for the exercise of this Warrant. A Warrant shall be
deemed to have
been exercised immediately prior to the close of business on the
date of its
surrender for exercise together with delivery of payment therefor
as provided
above, and the person entitled to receive the shares of Common
Stock issuable
upon such exercise shall be treated for all purposes as the record
holder of
such shares as of the close of business on such date. As soon as
practicable on
or after such date, and in any event within 20 days thereof, the
Company shall
issue and deliver to the person or persons entitled to receive the
same a
certificate or certificates for the number of shares of Common
Stock issuable
upon such exercise. Upon any partial exercise, the Company will
issue and
deliver to Holder a new Warrant with respect to the Warrant Shares
not
previously purchased. No fractional shares of Common Stock shall be
issued upon
exercise of a Warrant. In lieu of any fractional share to which
Holder would be
entitled upon exercise, the Company shall pay cash equal to the
product of such
fraction multiplied by the then current fair market value of one
share of Common
Stock, as determined in good faith by the Company.
(b) Net Exercise. In lieu of cash exercising this Warrant, Holder
may
elect to receive Common Stock equal to the value of this Warrant
(or the portion
thereof being canceled) by surrender of this Warrant at the
principal office of
the Company together with notice of such election, in which event
the Company
shall issue to the Holder hereof a number of shares of Common Stock
computed
using the following formula:
Y (A - B)
X = ---------
A
Where:
X =
The number of shares of Common Stock to be issued to the
Holder.
Y =
The number of shares of Common Stock purchasable under this
Warrant.
A =
The then current Market Price of one share of the Company's
Common
Stock at the time of exercise.
B =
The Exercise Price (as adjusted to the date of such
calculations).
For purposes of this Section 3(b), the Market Price shall be
determined in accordance with the provisions of Section 8(b)
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Section 4. Compliance with the Securities Act of 1933. The Company
may
cause the legend set forth on the first page of this Warrant to be
set forth on
each Warrant or similar legend on any security issued or issuable
upon exercise
of this Warrant, unless counsel for the Company is of the opinion
as to any such
security that such legend is unnecessary.
Section 5. Payment of Taxes. The Company will pay any documentary
stamp
taxes attributable to the initial issuance of Warrant Shares
issuable upon the
exercise of the Warrant; provided, however, that the Company shall
not be
required to pay any tax or taxes which may be payable in respect of
any transfer
involved in the issuance or delivery of any certificates for
Warrant Shares in a
name other than that of the registered holder of this Warrant in
respect of
which such shares are issued, and in such case, the Company shall
not be
required to issue or deliver any certificate for Warrant Shares or
any Warrant
until the person requesting the same has paid to the Company the
amount of such
tax or has established to the Company's reasonable satisfaction
that such tax
has been paid. The holder shall be responsible for income taxes due
under
federal, state or other law, if any such tax is due.
Section 6. Mutilated or Missing Warrants. In case this Warrant
shall be
mutilated, lost, stolen, or destroyed, the Company shall issue in
exchange and
substitution of and upon cancellation of the mutilated Warrant, or
in lieu of
and substitution for the Warrant lost, stolen or destroyed, a new
Warrant of
like tenor and for the purchase of a like number of Warrant Shares,
but only
upon receipt of evidence reasonably satisfactory to the Company of
such loss,
theft or destruction of the Warrant, and with respect to a lost,
stolen or
destroyed Warrant, reasonable indemnity or bond with respect
thereto, if
requested by the Company.
Section 7. Reservation of Common Stock. The Company hereby
represents and
warrants that there have been reserved, and the Company shall at
all applicable
times keep reserved until issued (if necessary) as contemplated by
this Section
7, out of the authorized and unissued shares of Common Stock,
sufficient shares
to provide for the exercise of the rights of purchase represented
by this
Warrant. The Company agrees that all Warrant Shares issued upon due
exercise of
the Warrant shall be, at the time of delivery of the certificates
for such
Warrant Shares, duly authorized, validly issued, fully paid and
non-assessable
shares of Common Stock of the Company.
Section 8. Adjustments. Subject and pursuant to the provisions of
this
Section 8, the Warrant Price and number of Warrant Shares subject
to this
Warrant shall be subject to adjustment from time to time as set
forth
hereinafter.
(a) If the Company shall, at any time or from time to time while
this
Warrant is outstanding, pay a dividend or make a distribution on
its Common
Stock in shares of Common Stock, subdivide its outstanding shares
of Common
Stock into a greater number of shares or combine its outstanding
shares of
Common Stock into a smaller number of shares or issue by
reclassification of its
outstanding shares of Common Stock any shares of its capital stock
(including
any such reclassification in connection with a consolidation or
merger in which
the Company is the continuing corporation), then the number of
Warrant Shares
purchasable upon
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exercise of the Warrant and the Warrant Price in effect immediately
prior to the
date upon which such change shall become effective, shall be
adjusted by the
Company so that the Warrantholder thereafter exercising the Warrant
shall be
entitled to receive the number of shares of Common Stock or other
capital stock
which the Warrantholder would have received if the Warrant had been
exercised
immediately prior to such event upon payment of a Warrant Price
that has been
adjusted to reflect a fair allocation of the economics of such
event to the
Warrantholder. Such adjustments shall be made successively whenever
any event
listed above shall occur.
(b) In case the Company shall fix a payment date for the making of
a
distribution to all holders of Common Stock (including any such
distribution
made in connection with a consolidation or merger in which the
Company is the
continuing corporation) of evidences of indebtedness or assets
(other than cash
dividends or cash distributions payable out of consolidated
earnings or earned
surplus or dividends or distributions referred to in Section 8(a)),
or
subscription rights or warrants, the Warrant Price to be in effect
after such
payment date shall be determined by multiplying the Warrant Price
in effect
immediately prior to such payment date by a fraction, the numerator
of which
shall be the total number of shares of Common Stock outstanding
multiplied by
the Market Price (as defined below) per share of Common Stock
immediately prior
to such payment date, less the fair market value (as determined by
the Company's
Board of Directors in good faith) of said assets or evidences of
indebtedness so
distributed, or of such subscription rights or warrants, and the
denominator of
which shall be the total number of shares of Common Stock
outstanding multiplied
by such Market Price per share of Common Stock immediately prior to
such payment
date. "Market Price" as of a particular date (the "Valuation Date")
shall mean
the following: (a) if the Common Stock is then listed on a national
stock
exchange, the closing sale price of one share of Common Stock on
such exchange
on the last trading day prior to the Valuation Date; (b) if the
Common Stock is
then quoted on The Nasdaq Stock Market, Inc. ("Nasdaq"), the
closing sale price
of one share of Common Stock on Nasdaq on the last trading day
prior to the
Valuation Date or, if no such closing sale price is available, the
average of
the high bid and the low asked price quoted on Nasdaq on the last
trading day
prior to the Valuation Date; (c) if the Common Stock is not then
listed on a
national stock exchange or quoted on Nasdaq, the average of the
high bid and the
low ask price quoted on the OTC Bulletin Board on the last trading
day prior to
the Valuation Date; or (d) if the Common Stock is not then listed
on a national
stock exchange or quoted on Nasdaq or the OTC Bulletin Board, the
fair market
value of one share of Common Stock as of the Valuation Date, shall
be determined
in good faith by the Board of Directors of the Company. Such
adjustment shall be
made successively whenever such a payment date is fixed.
(c) In the event that, as a result of an adjustment made pursuant
to
this Section 8, the holder of this Warrant shall become entitled to
receive any
shares of capital stock of the Company other than shares of Common
Stock, the
number of such other shares so receivable upon exercise of this
Warrant shall be
subject thereafter to adjustment from time to time in a manner and
on terms as
nearly equivalent as practicable to the provisions with respect to
the Warrant
Shares contained in this Warrant.
(d) Except as provided in subsection (e) of this Section 8, if
and
whenever the Company shall issue or sell, or is, in accordance with
any of
subsections (d)(l) through (d)(6)
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hereof, deemed to have issued or sold, any shares of Common Stock
for no
consideration or for a consideration per share less than the
Warrant Price in
effect immediately prior to the time of such issue or sale, then
and in each
such case (a "Trigger Issuance") the then-existing Warrant Price,
shall be
reduced, as of the close of business on the effective date of the
Trigger
Issuance, to the lowest price per share at which any share of
Common Stock was
issued or sold or deemed to be issued or sold.
For purposes of this subsection (d), "Additional Shares of
Common
Stock" shall mean all shares of Common Stock issued by the Company
or deemed to
be issued pursuant to this subsection (d), other than Excluded
Issuances (as
defined in subsection (e) hereof).
For purposes of this subsection (d), the following subsections
(d)(l)
to (d)(6) shall also be applicable:
(d)(1) Issuance of Rights or Options. In case at any time
during
the term of this Warrant the Company shall in any manner grant
(directly and not by assumption in a merger or otherwise) any
warrants
or other rights to subscribe for or to purchase, or any options
for
the purchase of, Common Stock or any stock or security
convertible
into or exchangeable for Common Stock (such warrants, rights or
options being called "Options" and such convertible or
exchangeable
stock or securities being called "Convertible Securities") whether
or
not such Options or the right to convert or exchange any such
Convertible Securities are immediately exercisable, and the price
per
share for which Common Stock is issuable upon the exercise of
such
Options or upon the conversion or exchange of such Convertible
Securities (determined by dividing (i) the sum (which sum shall
constitute the applicable consideration) of (x) the total amount,
if
any, received or receivable by the Company as consideration for
the
granting of such Options, plus (y) the aggregate amount of
additional
consideration payable to the Company upon the exercise of all
such
Options, plus (z), in the case of such Options which relate to
Convertible Securities, the aggregate amount of additional
consideration, if any, payable upon the issue or sale of such
Convertible Securities and upon the conversion or exchange thereof,
by
(ii) the total maximum number of shares of Common Stock issuable
upon
the exercise of such Options or upon the conversion or exchange of
all
such Convertible Securities issuable upon the exercise of such
Options) shall be less than the Warrant Price in effect
immediately
prior to the time of the granting of such Options, then the
total
number of shares of Common Stock issuable upon the exercise of
such
Options or upon conversion or exchange of the total amount of
such
Convertible Securities issuable upon the exercise of such
Options
shall be deemed to have been issued for such price per share as of
the
date of granting of such Options or the issuance of such
Convertible
Securities and thereafter shall be deemed to be outstanding for
purposes of adjusting the Warrant Price. Except as otherwise
provided
in subsection 8(d)(3), no adjustment of the Warrant Price shall
be
made upon the actual issue of such Common Stock or of such
Convertible
Securities upon exercise of such Options or upon the actual
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issue of such Common Stock upon conversion or exchange of such
Convertible Securities.
(d)(2) Issuance of Convertible Securities. In case the Company
shall during the term of this Warrant in any manner issue
(directly
and not by assumption in a merger or otherwise) or sell any
securities
convertible into Common Stock, whether or not the rights to
exchange
or convert any such Convertible Securities are immediately
exercisable, and the price per share for which Common Stock is
issuable upon such conversion or exchange (determined by dividing
(i)
the sum (which sum shall constitute the applicable consideration)
of
(x) the total amount received or receivable by the Company as
consideration for the issue or sale of such Convertible
Securities,
plus (y) the aggregate amount of additional consideration, if
any,
payable to the Company upon the conversion or exchange thereof,
by
(ii) the total number of shares of Common Stock issuable upon
the
conversion or exchange of all such Convertible Securities) shall
be
less than the Warrant Price in effect immediately prior to the time
of
such issue or sale, then the total maximum number of shares of
Common
Stock issuable upon conversion or exchange of all such
Convertible
Securities shall be deemed to have been issued for such price
per
share as of the date of the issue or sale of such Convertible
Securities and thereafter shall be deemed to be outstanding for
purposes of adjusting the Warrant Price, provided that (a) except
as
otherwise provided in subsection 8(d)(3), no adjustment of the
Warrant
Price shall be made upon the actual issuance of such Common Stock
upon
conversion or exchange of such Convertible Securities and (b)
no
further adjustment of the Warrant Price shall be made by reason of
the
issue or sale of Convertible Securities upon exercise of any
Options
to purchase any such Convertible Securities for which adjustments
of
the Warrant Price have been made pursuant to the other provisions
of
subsection 8(d).
(d)(3) Change in Option Price or Conversion Rate. Upon the
happening of any of the following events, namely, if the
purchase
price provided for in any Option referred to in subsection
8(d)(l)
hereof, the additional consideration, if any, payable upon the
conversion or exchange of any Convertible Securities referred to
in
subsections 8(d)(l) or 8(d)(2), or the rate at which
Convertible
Securities referred to in subsections 8(d)(l) or 8(d)(2) are
convertible into or exchangeable for Common Stock shall change at
any
time (including, but not limited to, changes under or by reason
of
provisions designed to protect against dilution), the Warrant Price
in
effect at the time of such event shall forthwith be readjusted to
the
Warrant Price which would have been in effect at such time had
such
Options or Convertible Securities still outstanding provided for
such
changed purchase price, additional consideration or conversion
rate,
as the case may be, at the time initially granted, issued or sold.
On
the termination of any Option for which any adjustment was made
pursuant to this subsection 8(d) or any right to convert or
exchange
Convertible Securities for which any adjustment was made pursuant
to
this subsection 8(d) (including without limitation upon the
redemption
or purchase for consideration of such Convertible Securities by
the
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Company), the Warrant Price then in effect hereunder shall
forthwith
be changed to the Warrant Price which would have been in effect at
the
time of such termination had such Option or Convertible Securities,
to
the extent outstanding immediately prior to such termination,
never
been issued.
(d)(4) Stock Dividends. Subject to the provisions of this
Section
8(d), in case the Company shall during the term of this Warrant
declare a dividend or make any other distribution upon any stock
of
the Company (other than the Common Stock) payable in Common
Stock,
Options or Convertible Securities, then any Common Stock, Options
or
Convertible Securities, as the case may be, issuable in payment
of
such dividend or distribution shall be deemed to have been issued
or
sold without consideration.
(d)(5) Record Date. In case the Company shall take a record of
the holders of its Common Stock for the purpose
