西北生物疗法 2025年度报告

TRANSITIONREPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 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 Exchange Act of1934 (the “Exchange Act”) during the preceding 12months (or for such shorter period that the registrant was required to file such reports), 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 to Rule405of RegulationS-T (§ 232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was required to submitsuch files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, oran emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growthcompany” 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 complying with anynew 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 its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared 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 registrant included inthe 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-based compensationreceived 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 $340,239,000 onJune 30, 2025. As of March 31, 2026, the registrant had 1,606,857,011 shares of common stock outstanding. NORTHWEST BIOTHERAPEUTICS,INC.FORM10-K TABLE OF CONTENTSPARTIItem1.Business3Item1A.Risk Factors5Item1B.Unresolved Staff Comments18Item 1C.Cybersecurity18Item2.Properties18Item3.Legal Proceedings19Item4.Mine Safety Disclosures20PARTIIItem5.Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities21Item6.Reserved21Item7.Management’s Discussion and Analysis of Financial Condition And Results of Operations21Item7A.Quantitative and Qualitative Disclosures About Market Risk30Item8.Financial Statements and Supplementary Data30Item9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosures30Item9A.Controls and Procedures30Item9B.Other Information31Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections31PARTIIIItem10.Directors, Executive Officers and Corporate Governance32Item11.Executive Compensation36Item12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters45Item13.Certain Relationships and Related Transactions, and Director Independence47Item14.Principal Accountant Fees and Services50PARTIVItem15.Exhibits and Financial Statement SchedulesItem 16.Form 10-K Summary52SIGNATURES53 PARTI This Report on Form10-K for Northwest Biotherapeutics,Inc. may contain forward-looking statements within themeaning of Section27A of the Securities Act of 1933 and Section21E of the Securities Exchange Act of 1934. Suchforward-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 read statements that contain thesewords carefully because they discuss future expectations and plans, which contain projections of future results ofoperations or financial condition or state other forward-looking information. Such statements are only predictions, andour actual results may differ materially from those anticipated in these forward-looking statements. We believe that itis important to communicate future expectations to investors. However, there may be events in the future that we arenot a