TABLE OF CONTENTS
As filed with the Securities and Exchange
Commission on April 16, 2021November 25, 2022
SCHEDULE 14A INFORMATION​
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant
☒
☑
​
Filed by a Party other than the Registrant
☐
​
Check the appropriate box:
☐☒
Preliminary Proxy Statement
​
☐
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
​
☑☐
Definitive Proxy Statement
​
☐
Definitive Additional Materials
​
☐
Soliciting Material Pursuant to §240.14a-12
​
Northwest Biotherapeutics, Inc.
​
(Name of Registrant as Specified in its Charter)
​
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)​
Payment of Filing Fee (Check the appropriate box):
☑☒
No fee required.
​
☐
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
​
(1)
Title of each class of securities to which transaction applies:
​
​
(2)
Aggregate number of securities to which transaction applies:
​
​
(3)
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
​
​
(4)
Proposed maximum aggregate value of transaction:
​
​
(5)
Total fee paid:
​
​
☐
Fee paid previously with preliminary materials.
​
☐
Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a-6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.0-11.
​
(1)
Amount Previously Paid:
​
​
(2)
Form, Schedule or Registration Statement No.:
​
​
(3)
Filing Party:
​
​
(4)
Date Filed:
​
​
TABLE OF CONTENTS

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION
NORTHWEST BIOTHERAPEUTICS, INC.
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2021DECEMBER 30, 2022
Dear Stockholder:
You are hereby cordially invited to attend the virtual2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Northwest Biotherapeutics, Inc., (the “Company”), which will be held on Tuesday, May 18, 2021Friday, December 30, 2022 at 4:1:30 p.m. Eastern Time,(local time) at the offices of Gibson, Dunn & Crutcher LLP, 1050 Connecticut Avenue NW, Washington, DC 20036, and any adjournments or postponements of the Annual Meeting. Due
Stockholders may attend the Annual Meeting in person, or may connect from a remote location through an audio-only link to the ongoing public health impact ofAnnual Meeting (as explained below). Prior to the coronavirus outbreak (COVID-19), andmeeting, the Company will issue a notice with information on how to supportaccess the health and well-being of our employees, directors, stockholders and community,audio-only connection. Stockholders who cannot attend the Annual Meeting will be held online and not in person. To make the Annual Meeting as efficient as possible, we ask and encourage all stockholders to vote their proxy prior to the Annual Meeting either by phone, online or by proxy card.
Attending the Online Annual Meeting and Voting Procedures
To follow the Annual Meeting audio, stockholders with shares held at our transfer agent, Computershare, will need to log on to a special Annual Meeting website described in this proxy statement. The website is www.meetingcenter.io/292908674. Once in the Computershare Meeting Center, your user ID will be the control number on the proxy card sent to you, and the password will be NWBO2021. Such stockholders may vote prior to or during the meeting. To vote before the meeting, they need to be in touch with Computershare through the telephone number on the proxy card accompanying the proxy mailing.
We strongly recommend voting before the meeting to avoid any last minute issues relating to the identification of the shares.
As distinguished from stockholders with their shares held at Computershare, a beneficial stockholder whose shares are held through an intermediary banker/broker has several voting options:
•
The first voting option is to vote prior to the meeting through their bank, broker or callingas the proxy solicitor (Georgeson, LLC as described later inaudio-only link will not enable voting during the proxy statement) or being called by the proxy solicitor.meeting.
​
•
The second voting option is to fill out the Voter Information Form (VIF) included in the proxy statement materials, submit the VIF to Broadridge, receive a legal proxy from Broadridge and then we request you submit that legal proxy to Computershare before 5:00 p.m., Eastern Time on Thursday, May 13, 2021; however, you are entitled to vote up until the polls close at the virtual meeting. In addition to the May 13 submission deadline, it may take a number of days to receive the legal proxy after application. We strongly recommend the first voting option since it is much faster, easier, has far less steps, and is generally more efficient than this second voting option.
​
Beneficial stockholders who have voted before the meeting, may listen to the meeting by logging into the meeting link provided above and clicking on the guest registration tab.
Following the Annual Meeting, there will be an informal discussion period as time permits. As a stockholder, you have the opportunity toStockholders may submit written questions to the Company in writing for the Company’s consideration prior to 5:6:00 p.m., Eastern Time on Friday, May 14, 2021. All stockholders may submit questions in writing by visiting our website at www.nwbio.com, selecting the “Investors & Media/Annual Shareholder Meeting Question Submittal” tab and following the instructions provided.Tuesday, December 27, 2022.
This proxy statement subsequently provides more details and numbers to call with any questions concerning these procedures occasioned by the current requirement to avoid an in-person meeting.
The Company also stands ready to help in any way.
All stockholders may also vote when contacted by the Company’s proxy solicitation agent, Georgeson LLC. The attached proxy statement provides more information regarding these attendance and voting procedures.
TABLE OF CONTENTS
We are holding the Annual Meeting for the following purposes:
1.
To elect one membertwo members to our Board of Directors to serve as Class II DirectorIII Directors for a term of three years;
​
2.
To hold an advisory vote to approve executive compensation;
​
3.
To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal yearsyear ending December 31, 2022;
​
3.
To ratify the same stock option awards that were made to the Company’s executive officers in 2020 and for which the stockholders already voted in favor in an advisory vote by stockholders at last year’s 2021 Annual Meeting;
​
4.
To approve, on an advisory basis, the Company’s executive compensation;
​
5.
To approve the previously reported option awards made in 2020 to the independent directors on the Company’s Board of Directors;
​
6.
To approve an amendment to our Amended and 2020;Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), to increase our authorized shares of common stock, by 500,000,000 from 1,200,000,000 to 1,700,000,000, par value $0.001 per share (the “Common Stock”); and
​
4.7.
To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.
​
These matters are more fully described in the attached proxy statement, (the “Proxy Statement”), which is made a part of this notice. As of the date of the Proxy Statement,At this point, we are not aware of any other business to be transacted at this Annual Meeting.
Only stockholders of record on our books at the close of business on October 31, 2022 will be entitled to attend and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. For 10 days prior to the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our principal executive offices located at 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814. This list also will be available for inspection at the Annual Meeting. If you would like to view the stockholder list, please call our executive offices at (240) 497-9024 to schedule an appointment.
The items to be considered are summarized in this Notice of the Annual Meeting of Stockholders and more fully described in thethis Proxy Statement. The Notice of the Annual Meeting of Stockholders, the Proxy

TABLE OF CONTENTS

Statement and the enclosed proxy card are first being mailed and made available starting on or about April 26, 2021December [      ], 2022 to all record holders of shares of our common stock as of the close of business on March 26, 2021.October 31, 2022. Shares of our common stock represented by proxies will be voted as described in the Proxy Statement or as specified by each stockholder.
A copy of our Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2020 (the “2020 Annual Report”),2021 which contains our consolidated financial statements for the fiscal year ended December 31, 2020,2021, and other information of interest to stockholders, accompanies this notice and the Proxy Statement.attached proxy statement. This notice, the Proxy Statementattached proxy statement and our 20202021 Annual Report on Form 10-K, as amended, for the fiscal year ended December 31, 2021 are also available, free of charge, in PDF and HTML format at http://www.edocumentview.com/NWBO and will remain posted on this website at least until the conclusion of the meeting.
If you have any questions or need assistance voting your shares, please contact our proxy solicitation agent, Georgeson LLC:
[MISSING IMAGE: lg_georgesonric-4c.jpg]
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Stockholders, Banks and Brokers Call Toll-Free (866) 431-2105821-2550
Monday through Friday, 9:00 AM EDT —– 11:00 PM EDT
Saturday, 12:00 PM EDT —– 6:00 PM EDT
We strongly recommend voting before the Annual Meeting, even if you plan to attend the meeting in person, to avoid any last minute issues relating to the identification of the shares.
All stockholders may vote when contacted by the Company’s proxy solicitation agent, Georgeson LLC. The attached proxy statement provides more information regarding the attendance and voting procedures.
A beneficial stockholder whose shares are held through an intermediary banker/broker, rather than at Computershare, also has two other voting options in addition to the option to vote by calling or being called by Georgeson:
•
The first additional voting option is to vote prior to the meeting through their banker/broker.
​
•
The second additional voting option is to fill out the Voter Information Form (VIF) included in the proxy statement materials, submit the VIF to Broadridge, receive a legal proxy from Broadridge and then submit that legal proxy to Computershare. If you are using this method, we request that you submit your vote before 6:00 p.m., Eastern Time on Tuesday, December 27, 2022. It may take a number of days to receive the legal proxy after application.
​
Stockholders who attend the Annual Meeting in person may also vote at the meeting.
We strongly recommend that all stockholders vote through the proxy solicitor as this method is much faster, easier, has far less steps, and is generally more efficient than the VIF form method.
This proxy statement subsequently provides more details and numbers to call with any questions concerning procedures for the Annual Meeting.
The Company also stands ready to help in any way.
By Order of the Board of Directors,
/s/ Linda F. Powers
​
Chairperson of the Board of Directors
April 16, 2021December [XX], 2022

TABLE OF CONTENTS

WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, PLEASE PROMPTLY VOTE ONLINE, BY PHONE, OR COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF THE PROXY CARD IS MAILED IN THE UNITED STATES.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE MEETING TO BE HELD ON MAY 18, 2021:DECEMBER 30, 2022:
The Notice of Annual Meeting and Proxy Statement and 20202021 Annual Report is available at: http://www.edocumentview.com/NWBO

TABLE OF CONTENTS​

TABLE OF CONTENTS
​​​Page​
PROXY STATEMENT
​​​​1​​
​
PROPOSAL NO. 1 — ELECTION OF DIRECTORS
​​​​45​​
​
PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
​​​​7​​
​
PROPOSAL NO. 3 — RATIFICATION OF APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
​​​​8​​
PROPOSAL NO. 3 — RATIFICATION OF THE SAME OPTION AWARDS TO NAMED EXECUTIVE OFFICERS THAT WERE MADE IN 2020 AND FOR WHICH STOCKHOLDERS ALREADY VOTED IN FAVOR IN AN ADVISORY VOTE AT LAST YEAR’S ANNUAL MEETING
​​​​9​​
PROPOSAL NO. 4 — APPROVAL, ON AN ADVISORY BASIS, OF EXECUTIVE COMPENSATION
​​​​11​​
PROPOSAL NO. 5 — APPROVAL OF PREVIOUSLY REPORTED 2020 OPTION AWARDS TO
THE COMPANY’S INDEPENDENT DIRECTORS OF THE BOARD OF DIRECTORS
​​​​12​​
PROPOSAL NO. 6 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
​​​​14​​
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
​​​​916​​
​
CORPORATE GOVERNANCE MATTERS
​​​​1118​​
​
EXECUTIVE OFFICERS
​​​​14​​
​
EXECUTIVE COMPENSATION
​​​​1521​​
​
PRINCIPAL ACCOUNTANT FEES AND SERVICES
​​​​2028​​
​
OTHER MATTERS
​​​​2129​​
​
ADDITIONAL INFORMATION
​​​​2230​​

i
TABLE OF CONTENTS​

NORTHWEST BIOTHERAPEUTICS, INC.
4800 Montgomery Lane
Suite 800
Bethesda, Maryland 20814
PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 18, 2021DECEMBER 30, 2022
This proxy statement is being furnished in connection with the solicitation of proxies by the Board of Directors of Northwest Biotherapeutics, Inc. (“we,” “us,” “our” or the “Company”) for use at the virtual Annual Meeting of Stockholders (the “Annual Meeting”), to be held on Tuesday, May 18, 2021Friday, December 30, 2022 at 4:1:30 p.m. Eastern Time, and any adjournments or postponements of the Annual Meeting. Due to the ongoing public health impact of the coronavirus outbreak (COVID-19), and to support the health and well-being of our employees, directors, stockholders and community, the Annual Meeting will be held online and not in person. We aim to provide stockholders the same rights and comparable opportunities for participation that have been historically provided at our in-person annual meetings.
The Board of Directors, or the “Board,” is soliciting proxies for the purposes set forth in the accompanying Notice of the Annual Meeting of Stockholders.
Record Date and Share Ownership
Only stockholders of record on our books at the close of business on March 26, 2021October 31, 2022 will be entitled to attend and vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. As of the close of business on March 26, 2021,October 31, 2022, we had 842,289,1931,052,853,970 shares of common stock outstanding and no972,700 shares of preferred stock outstanding. Each share of common stock entitles the record holder to one vote on each matter to be voted upon at the Annual Meeting. Each share of preferred stock entitles the record holder to twenty-five votes on each matter to be voted upon at the Annual Meeting. Copies of the Notice of the Annual Meeting of Stockholders, this proxy statement, the enclosed proxy card and the “20202021 Annual Report will be mailed to stockholders of record on or about April 26, 2021.December [XX], 2022. Exhibits to the 20202021 Annual Report will be provided to any stockholder at no charge upon written or oral request to our corporate secretary at the address set forth under “Communication with the Board of Directors” below.
Attending the Online Annual Meeting and Voting Procedures
To followOnly stockholders of record on our books at the close of business on October 31, 2022 will be entitled to attend and to vote at the Annual Meeting audio, stockholders with shares held at our transfer agent, Computershare, will need to log on to a specialand any adjournments or postponements of the Annual Meeting.
Stockholders may attend the Annual Meeting website described in this proxy statement. The website is www.meetingcenter.io/292908674. Once in the Computershare Meeting Center, your user ID will be the control number on the proxy card sent to you, and the password will be NWBO2021. Such stockholdersperson, or may vote prior to or during the meeting. To vote before the meeting, they need to be in touch with Computershareconnect from a remote location through the telephone number on the proxy card accompanying the proxy mailing.
We strongly recommend voting before the meeting to avoid any last minute issues relatingan audio-only link to the identification ofAnnual Meeting. Prior to the shares.Annual Meeting, the Company will issue a notice with information on how to access the audio-only connection.
As distinguished from stockholders with their shares held at Computershare, a beneficial stockholder whose shares are held through an intermediary banker/broker has several voting options:
•
The first voting option isStockholders who cannot attend the Annual Meeting will need to vote prior to the meeting, through their bank, broker or callingusing the proxy solicitor (Georgeson, LLCprocedures described below, as described later in the proxy statement) or being called byaudio-only link will not enable voting during the proxy solicitor.meeting.
​
•
The second voting option isIf you plan to fill out the Voter Information Form (VIF) included in the proxy statement materials, submit the VIF to Broadridge, receive a legal proxy from Broadridge and then we request you submit that legal proxy to Computershare before 5:00 p.m., Eastern Time on Thursday, May 13, 2021; however, you are entitled to vote up until the polls close at the virtual
​
1
TABLE OF CONTENTS
meeting. In addition to the May 13 submission deadline, it may take a number of days to receive the legal proxy after application. We strongly recommend the first voting option since it is much faster, easier, has far less steps, and is generally more efficient than this second voting option.
Beneficial stockholders who have voted before the meeting, may listen to the meeting by logging into the meeting link provided above and clicking on the guest registration tab.
Followingattend the Annual Meeting thereand vote in person, we will provide you with a ballot upon your arrival. However, if you hold your shares in the name of a broker, bank or other nominee, you must bring an account statement or letter from the nominee indicating that you were the beneficial owner of the shares on October 31, 2022, the record date for voting. If you plan to vote in person at the meeting, please bring valid identification. Even if you currently plan to attend the meeting, we recommend that you also submit your proxy as described below so that your vote will be an informal discussion period as time permits. As a stockholder,counted if you havelater decide not to attend the opportunity to submit questions to the Company in writing for the Company’s consideration prior to 5:00 p.m., Eastern Time on Friday, May 14, 2021. All stockholders may submit questions in writing by visiting our website at www.nwbio.com, selecting the “Investors & Media/Annual Shareholder Meeting Question Submittal” tab and following the instructions provided.
This proxy statement subsequently provides more details and numbers to call with any questions concerning these procedures occasioned by the current requirement to avoid an in-person meeting.
The Company also stands ready to help in any way.
Voting Before the Annual MeetingProcedures
Shares represented by a properly executed proxy in the form that accompanies this proxy statement will be voted at the Annual Meeting and, if you provide instructions on the proxy, will be voted in accordance with those instructions. If you hold shares in your own name, you may vote by proxy online, by telephone using the toll-free number listed on the enclosed proxy card, or by marking, dating, signing and mailing the enclosed proxy card in the prepaid envelope provided. If you vote online or by telephone, please do not also mail the enclosed proxy card. If you return your proxy to the Company, but fail to provide instructions with

1
TABLE OF CONTENTS

your proxy as to how your shares should be voted, your shares will be voted according to the recommendations of our Board as follows:
•
FOR the election of Mr. Jerry Jasinowski, as Class II Director;
​
•
FOR, on an advisory basis, the Company’s executive compensation; and
​
•
FOR the ratificationeach of the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal years ending December 31, 2021 and 2020.
​
Proposals. If other matters come before the Annual Meeting, the persons named as proxies will vote on such matters in accordance with their best judgment. We have not received any notice of other matters that may properly be presented at the Annual Meeting.
All stockholders may vote when contacted by the Company’s proxy solicitation agent, Georgeson LLC, or by contacting Georgeson. The contact information is as follows:
[MISSING IMAGE: lg_georgesonric-4c.jpg]
1290 Avenue of the Americas, 9th Floor
New York, NY 10104
Stockholders, Banks and Brokers Call Toll-Free (866) 821-2550
Monday through Friday, 9:00 AM EDT – 11:00 PM EDT
Saturday, 12:00 PM EDT – 6:00 PM EDT
A beneficial stockholder whose shares are held through an intermediary banker/broker, rather than at Computershare, also has two other voting options in addition to the option to vote by calling or being called by Georgeson:
•
The first additional voting option is to vote prior to the meeting through their banker/broker.
​
•
The second additional voting option is to fill out the Voter Information Form (VIF) included in the proxy statement materials, submit the VIF to Broadridge, receive a legal proxy from Broadridge and then submit that legal proxy to Computershare. If you are using this method, we request that you submit your vote before 6:00 p.m., Eastern Time on Tuesday, December 27, 2022. It may take a number of days to receive the legal proxy after application.
​
Stockholders who attend the Annual Meeting in person may also vote at the Meeting.
We strongly recommend that all stockholders vote through the proxy solicitor as this method is much faster, easier, has far less steps, and is generally more efficient than the VIF form method.
We bear the expense of soliciting proxies. Our directors, officers or employees may also solicit proxies personally or by telephone, email, facsimile or other means of communication. We do not intend to pay additional compensation for doing so. The Company has retained Georgeson LLC to solicit proxies for the Annual Meeting, and may use the services of other third-parties to solicit proxies for the Annual Meeting (in which case the Company may also compensate such other third-parties for services rendered). We might reimburse banks, brokerage firms and other custodians, nominees and fiduciaries representing beneficial owners of our common stock for their expenses in forwarding soliciting materials to those beneficial owners.
Revoking a Proxy
You may revoke your proxy at any time prior to the start of the Annual Meeting by delivering written instructions to our corporate secretary at the address set forth under “Communication with the Board of Directors” below. Attendance online at the Annual Meeting will not itself be deemed to revoke your proxy unless you vote online duringat the Annual Meeting. If you are a beneficial owner of shares of common stock held in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee.
Quorum Required
A quorum of stockholders is necessary to hold a valid meeting of stockholders. A majority of shares entitled to vote generally in the election of directors at the Annual Meeting which are present online at the Annual Meeting or represented by proxy shall constitute a quorum at the Annual Meeting. Shares which
2
TABLE OF CONTENTS
abstain from voting on a particular matter and “broker non-votes,” or shares held in “street name” by brokers, banks or other nominees who indicate on their proxies that they do not have discretionary authority to vote such shares on a particular matter, are counted for purposes of determining whether a quorum exists.

2
TABLE OF CONTENTS

Votes Required for Approval; Broker Non-Votes
Each holdershare of common stockCommon Stock is entitled to one vote foron the matters to be voted on at the Annual Meeting, and each share of common stock heldPreferred Stock is entitled to twenty-five votes on allthe matters to be voted on at the Annual Meeting. As of March 26, 2021,October 31, 2022, there were 842,289,1931,052,853,970 shares of our common stockCommon Stock outstanding and entitled to vote at the Annual Meeting. As of March 26, 2021, there were noMeeting, and 972,700 shares of preferred stock outstanding andPreferred Stock entitled to vote at the Annual Meeting.
For Proposal No. 1, the directors will be elected by a plurality of all votes properly cast online, by telephone or proxy, at the Annual Meeting, assuming a quorum is present. For Proposal No. 2, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve, on an advisory basis, the compensation of our Named Executive Officers. For Proposal No. 3, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal yearsyear ending December 31, 20212022. For Proposal 3, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to re-approve and 2020.ratify the same option awards to the Company’s named executive officers that were made in 2020 and were already approved in an advisory vote of stockholders at the Annual Meeting last year. For Proposal 4, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve, on an advisory basis, the compensation of our named executive officers. For Proposal No. 5, the affirmative vote of a majority of the votes cast at the Annual Meeting is required to approve the previously reported 2020 option awards to the Company’s independent directors of the Board of Directors. For Proposal No. 6, the affirmative vote of a majority of all outstanding shares entitled to vote at the Meeting, and also the affirmative vote of a majority of our outstanding Common Stock entitled to vote at the Annual Meeting voting as a separate class, are required to approve the amendment to our Certificate of Incorporation to increase our authorized shares of common stock by 500,000,000, from 1,200,000,000 to 1,700,000,000.
With respect to “routine” matters, a bank, brokerage firm, or other nominee has the authority (but is not required) to vote its clients’ shares if the clients do not provide instructions. When a bank, brokerage firm, or other nominee votes its clients’ shares on routine matters without receiving voting instructions, these shares are counted both for establishing a quorum to conduct business at the meeting and in determining the number of shares voted “for,” “against” or “abstaining” with respect to such routine matters. Proposal No. 3, the ratification of the selection of our independent registered public accounting firm, is the only “routine” matter that is being presented at the Annual Meeting.
With respect to “non-routine” matters, such as the election of directors, a bank, brokerage firm, or other nominee is not permitted under the rules governing self-regulatory organizations, or SRO rules, to vote its clients’ shares if the clients do not provide instructions. The bank, brokerage firm, or other nominee will so note on the voting instruction form and this constitutes a “broker non-vote.” “Broker non-votes” will be counted for purposes of establishing a quorum to conduct business at the Annual Meeting, but not for determining the number of shares voted “for,” “against,” “abstaining” or “withheld from” with respect to such non-routine matters.
For Proposals No. 1 through No. 5, abstentions and broker non-votes, if any, will have no effect with respect to such matters. For Proposal No. 6, broker non-votes and abstentions, if any, will have the effect of votes “AGAINST” such matter.
Proxy Solicitation
The Company has retained the services of Georgeson LLC, and may retain the services of other third-parties, to solicit the proxies of certain stockholders for the Annual Meeting. The cost of such services to be rendered by Georgeson LLC is estimated to be $40,000,$61,000, plus reimbursement of reasonable out-of-pocket expenses. In addition, certain of the Company’s officers and employees (who will receive no extra compensation for their services) may solicit proxies.
Householding
Stockholders of record who reside at the same address will receive a single copy of our 20202021 Annual Report, Proxy Statement and Notice of the Annual Meeting. Each stockholder in the household, however, will receive a separate proxy card. This process, known as “householding,” reduces the volume of duplicate information received at your household and helps to reduce our expenses. If you would like to receive a separate copy of any of these materials, please call or write us at the address set forth under “Communication with the Board of Directors” below, and we will promptly deliver the requested materials to you.

3
TABLE OF CONTENTS

If you receive multiple copies of our 20202021 Annual Report, Proxy Statement and Notice of the Annual Meeting and wish to receive a single copy in the future, please contact us at the address set forth under “Communication with the Board of Directors” below, and we will modify our future mailings in accordance with your request. If you hold your shares in “street name,” you should contact your broker or nominee regarding combining mailings.
3
4
TABLE OF CONTENTS​

PROPOSAL NO. 1 — ELECTION OF DIRECTORS
Directors and Nominee for Director
We have a classified Board of Directors currently consisting of two Class I Directors (Dr. Alton L. Boynton and Ambassador J. Cofer Black), one Class II Director (Mr. Jerry Jasinowski) and two Class III Directors (Ms. Linda F. Powers and Dr. Navid Malik). Mr. Jasinowski was appointedMs. Powers and Dr. Malik were elected in December 2017February 2019 as a Class II DirectorIII Directors, each to serve for a three-year term that expires at the Annual Meeting.
At each annual meeting of stockholders, the applicable Class directors are elected to succeed those whose terms are expiring. This year, onetwo Class II DirectorIII Directors will be presented to the stockholders for election to a three-year term that expires at the Annual Meeting to be held in 2023. The Class III Directors were elected to a three-year term in February 2019 and the Class I Directors were elected to a three-year term in April 2020.2020 and the Class II Director was elected to a three-year term in May 2021.
The persons named in the enclosed proxy will vote to elect Mr. Jasinowskieach of Ms. Powers and Dr. Malik as a Class IIIII director unless your proxy is marked otherwise. Mr. Jasinowski hasMs. Powers and Dr. Malik have each indicated his or her willingness to serve, if elected. If Mr. JasinowskiMs. Powers or Dr. Malik should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. We have no reason to believe that Mr. JasinowskiMs. Powers and Dr. Malik will be unable to serve if elected.
Set forth below is the name and age of each member of our Board (including Mr. Jerry Jasinowski,Ms. Powers and Dr. Malik, the nomineenominees for election as Class II director)III directors), and the positions and offices held by him, histhem, their principal occupation and business experience during at least the past five years, the names of other publicly held companies of which he servesthey serve as a director and the year of the commencement of histheir term as a member of our Board.
Vote Required for Approval
Directors are elected by a plurality of the votes cast at the Annual Meeting. This means that the Class II nomineeIII nominees receiving the highest number of votes cast will be elected.
Voting by the Proxies
The proxies will vote your shares of common stock in accordance with your instructions. If you are a stockholder of record, and you return a signed and dated proxy card, unless you mark your proxy card to withhold authority to vote, your shares of common stock will be voted for the election of the nominee named in this proxy statement.
If you are a beneficial owner of shares of common stock held in street name and you do not provide your broker with voting instructions, under the SRO rules governing brokers, your broker may not vote your shares on the election of directors.
Recommendation
We recommend that you vote FOR Mr. Jerry JasinowksiMs. Linda F. Powers and Dr. Navid Malik as Class II Director.III Directors.
Family Relationships
There are no family relationships between any of our directors or executive officers.
4
5
TABLE OF CONTENTS

Directors
Information with respect to the number of shares of common stock beneficially owned by each director, directly or indirectly, as of MarchOctober 31, 20212022 appears below under the heading “Security Ownership of Certain Beneficial Owners and Management.”
Name​​Age​​Position​
Linda F. Powers​​6567​​Class III Director, Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer​
J. Cofer Black​​7172​​Class I Director​
Dr. Alton L. Boynton​​7678​​Class I Director, Chief Scientific Officer​
Jerry Jasinowski​​8283​​Class II Director​
Dr. Navid Malik​​5253​​Class III Director​
Director Biographies
Linda F. Powers.   Ms. Powers has served as the Chairperson of our Board of Directors since her appointment on May 17, 2007, Chief Executive Officer and President since June 8, 2011 and Chief Financial and Accounting Officer since June 8, 2020. Ms. Powers served as a managing director of Toucan Capital Fund II from 2001 to 2010, and Toucan Capital Fund III thereafter.from 2010 to 2018. She also has over 1516 years’ experience in corporate finance and restructurings, mergers and acquisitions, joint ventures and intellectual property licensing. Ms. Powers is or was previously a Board member of the Rosalind Franklin Society, M2GEN (an affiliate of Moffitt Cancer Center) and the Chinese Biopharmaceutical Association. She was the Chair of the Maryland Stem Cell Research Commission for the first two years of the state’s stem cell funding program, and has served an additional twelvethirteen years on the Commission. Ms. Powers served for several years on a Steering Committee of the National Academy of Sciences, evaluating government research funding, and was appointed to three Governors’ commissions created to determine how to build the respective states’ biotech and other high-tech industries. For more than six years, Ms. Powers taught an annual internal course at the National Institutes of Health for the bench scientists and technology transfer personnel on the development and commercialization of medical products. Ms. Powers serves on the boards of several private biotechnology companies. Ms. Powers holds a B.A. from Princeton University, where she graduated magna cum laude and Phi Beta Kappa. She also earned a J.D., magna cum laude, from Harvard Law School. We believe Ms. Powers’ background and experience make her well qualified to serve as a Director.
Dr. Navid Malik.   Dr. Malik was appointed to the Board of Directors in April 2012. Dr. Malik is currently Head of Research and an Executive Director at The Life Sciences Division, a UK Investment Bank (since 2018). From January 2012 to December 2015, Dr. Malik was previously the Head of Life Sciences Research at Cenkos Securities Plc. in the U.K., an institutional stockbroking securities firm. From September 2011 through January 2012, Dr. Malik was the Head of Life Sciences Research at Sanlam (Merchant Securities), a global financial services firm. Dr. Malik was Partner and Head of Life Sciences at Matrix Investment Banking Division, Matrix Group, a financial services firm in London, from December 2008 through September 2011. Dr. Malik was a Senior Pharmaceuticals and Biotechnology Analyst at Wimmer Financial LLP from September 2008 through December 2008, and was the Senior Life Sciences Analyst at Collins Stewart Plc from January 2005 through September 2008. In 2011, Dr. Malik was awarded two StarMine Awards (awarded each year by Thomson Reuters and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector, and Number Two Stock Picker in the U.K. and Ireland Healthcare Sector. Dr. Malik holds a Ph.D. in Drug Delivery within Pharmaceutical Sciences, as well as degrees in Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik also holds an MBA in finance from the City University Business School, London. We believe that Dr. Malik’s extensive experience in the life sciences fields and investment banking sector make him well qualified to serve as a Director.
J. Cofer Black.   Ambassador Black was appointed to the Board of Directors in January 2016. Ambassador Black is an internationally renowned U.S. government leader and expert in cybersecurity, counterterrorism and national security. In addition to serving on company and bank boards, he presently

6
TABLE OF CONTENTS

serves as an independent consultant. Between 2009 and 2016, he served as Vice President for Global Operations at Blackbird Raytheon Technologies, a division of Raytheon Company, a NYSE-listed security company. From 2004 until 2008, he provided strategic guidance and business development as Vice Chairman of Blackwater Worldwide and as Chairman of Total Intelligence Solutions. During 2002 —– 2005, he was appointed by the President of the United States to serve as the Ambassador, Coordinator for Counterterrorism, reporting directly to the Secretary of State for developing, coordinating and implementing American counterterrorism policy. Prior to his role as Ambassador, he served a 28-year career in the Central Intelligence Agency, reaching Senior Intelligence Service (SIS-4) level as Director, Counterterrorist Center (D/CTC), where he managed 1,300 professional personnel and an annual operational budget of more than one billion dollars. Ambassador Black is experienced representing the United States at the Head of State level, managing media as a diplomatic spokesperson and in public speaking as keynote speaker both as a senior U.S. Government official and business leader. Ambassador Black has received numerous awards and recognitions throughout his career, including the Distinguished Intelligence Medal (the CIA’s highest award for achievement). Ambassador Black received a B.A. in International Affairs from the University of Southern California in 1973 and an M.A. in International Affairs from the University of Southern California in 1974. We believe Ambassador Black’s background and experience in business management and information technology make him well qualified to serve as a Director.
5
TABLE OF CONTENTS
Alton L. Boynton, Ph.D.   Dr. Boynton co-founded our Company, has served as our Chief Scientific Officer and a Director since our inception in 1998, was appointed our Chief Operating Officer in August 2001, was appointed President in May 2003, and served as Chief Executive Officer from June 2007 to June 2011. Prior to founding our Company, Dr. Boynton headed the Molecular Oncology research lab at the Pacific Northwest Research Foundation (the original foundation of Bill Hutchinson, from which the Fred Hutchinson Cancer Center was spun off). Dr. Boynton also served as Director of the Department of Molecular Medicine of Northwest Hospital from 1995 to 2003 where he coordinated the establishment of a program centered on carcinogenesis. Prior to joining Northwest Hospital, Dr. Boynton was Associate Director of the Cancer Research Center of Hawaii, The University of Hawaii, where he also held the positions of Director of Molecular Oncology of the Cancer Research Center and Professor of Genetics and Molecular Biology. Dr. Boynton received his Ph.D. in Radiation Biology from the University of Iowa in 1972. We believe Dr. Boynton’s background and experience make him well qualified to serve as a Director.
Jerry Jasinowski.   Mr. Jasinowski was appointed to the Board of Directors in April 2012. Mr. Jasinowski retired in 2007. Mr. Jasinowski currently serves on the boards of directors of Procurian and the Washington Tennis and Education Foundation and has held directorships in several other companies since 1990. From 2004 through 2007, Mr. Jasinowski served as the President of the Manufacturing Institute, an organization dedicated to improving and expanding manufacturing in the United States, of which he was a founder. Mr. Jasinowski was also the President and CEO of the National Association of Manufacturers, a trade association with 13,000 corporate members from 1990 to 2004. Mr. Jasinowski holds an A.B. in Economics from Indiana University and an M.A. in Economics from Columbia University. We believe that Mr. Jasinowski’s extensive experience across a wide range of manufacturing, technology, and financial firms, including Fortune 1000 and Fortune 500 companies, make him well qualified to serve as a Director.
Dr. Navid Malik.   Dr. Malik was appointed to the Board of Directors in April 2012. Dr. Malik was previously the Head of Life Sciences Research at Cenkos Securities Plc. in the U.K., an institutional stockbroking securities firm. From September 2011 through January 2012, Dr. Malik was the Head of Life Sciences Research at Sanlam (Merchant Securities), a global financial services firm. Dr. Malik was Partner and Head of Life Sciences at Matrix Investment Banking Division, Matrix Group, a financial services firm in London, from December 2008 through September 2011. Dr. Malik was a Senior Pharmaceuticals and Biotechnology Analyst at Wimmer Financial LLP from September 2008 through December 2008, and was the Senior Life Sciences Analyst at Collins Stewart Plc from January 2005 through September 2008. In 2011, Dr. Malik was awarded two StarMine Awards (awarded each year by Thomson Reuters and the Financial Times): Number One Stock Picker in the European Pharmaceutical Sector, and Number Two Stock Picker in the U.K. and Ireland Healthcare Sector. Dr. Malik holds a Ph.D. in Drug Delivery within Pharmaceutical Sciences, as well as degrees in Biomedical Sciences Research (M.Sc.) and Biochemistry and Physiology (B.Sc., joint honors). Dr. Malik also holds an MBA in finance from the City University Business School, London. We believe that Dr. Malik’s extensive experience in the life sciences fields and investment banking sector make him well qualified to serve as a Director.

67
TABLE OF CONTENTS​
PROPOSAL NO. 2 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, the Board of Directors is submitting a “say on pay” proposal for stockholder consideration. While the vote to approve executive compensation is nonbinding and solely advisory in nature, the Board and the Compensation Committee value the opinion of our stockholders and will review and consider the voting results.
We conducted our first say-on-pay vote at our 2014 Annual Meeting of Stockholders. At that meeting, we also conducted our first say-on-frequency vote with respect to whether future say-on-pay votes would be held every one, two or three years. At our 2020 Annual Meeting of Stockholders, we conducted our second say-on-frequency vote with respect to whether future say-on-pay votes would be held every one, two or three years. At the 2020 Annual Meeting of Stockholders, a majority of the votes cast selected one year as the frequency period. Accordingly, we are conducting a say-on-pay vote at the Annual Meeting and expect that our next say-on-pay vote will occur at the 2022 Annual Meeting of Stockholders.
Our executive officers are compensated based on performance, and in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and Company and stockholder interests. We believe our compensation program is strongly aligned with the long-term interests of the Company and our stockholders. Compensation of our executive officers is designed to enable us to attract and retain talented and experienced senior executives to lead our Company successfully in a competitive environment.
The compensation of the “Named Executive Officers” ​(as defined in Item 402(m)(2) of Regulation S-K) is described on pages 15-17 of this proxy statement.
We are asking stockholders to vote on the following resolution:
“RESOLVED, that the stockholders of Northwest Biotherapeutics, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table for fiscal year 2020, and the other related tables and disclosures.”
As indicated above, the stockholder vote on this resolution will not be binding on our Company or the Board of Directors, and will not be construed as overruling or determining any decision by us or by the Board. The vote will not be construed to create or imply any change to our fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for our Company or the Board.
Vote Required
Approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement, requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Recommendation
The Board of Directors unanimously recommends stockholders vote, on an advisory basis, FOR the Company’s 2020 executive compensation.
7
TABLE OF CONTENTS​
PROPOSAL NO. 32 — RATIFICATION OF APPOINTMENT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Pursuant to its charter, the Audit Committee of our Board has appointed the firm Cherry Bekaert LLP (“Cherry Bekaert”) to serve as our independent registered public accounting firm for the fiscal yearsyear ending December 31, 2021 and 2020.2022. Cherry Bekaert was engaged on January 21, 2021 as the Company’s new independent registered public accounting firm to serve for the year ended December 31, 2020 as our independent registered public accounting firm. Marcum LLP (“Marcum”) served as our independent registered public accounting firm for fiscal 2020 from January 1, 2020 through the period ended September 30, 2020. The change was approved by the Audit Committee and was intended to lower the Company’s audit and audit related expenses. Marcum had served as our independent registered public accounting firm since July 15, 2013.
While the Audit Committee is solely responsible for the appointment, compensation, retention and oversight of the independent registered public accounting firm, the Committee and the Board are requesting that the stockholders ratify this appointment for the fiscal yearsyear ending December 31, 2021 and 2020.2022. If the stockholders ratify this appointment, the Audit Committee, in its discretion, may appoint a different independent registered public accounting firm at any time if it believes that doing so would be in the best interests of our Company. If the stockholders do not ratify this appointment, the Audit Committee may reconsider, but might not change, its appointment. If the stockholders do ratify this appointment, the Audit Committee may nevertheless decide to change our accounting firm.
Vote Required for Ratification
Ratification of the appointment of Cherry Bekaert as our independent registered public accounting firm requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Voting by the Proxies
The proxies will vote your shares of common stockCommon Stock in accordance with your instructions. If you are a stockholder of record and you return a signed and dated proxy card, unless you give specific instructions to the contrary, your shares of common stock will be voted for the ratification of the appointment of Cherry Bekaert as our independent registered public accounting firm for the fiscal yearsyear ending December 31, 2021 and 2020.2022.
Recommendation
The Board unanimously recommends that you vote FOR the ratification of the appointment of Cherry Bekaert as our independent registered public accounting firm for the fiscal yearsyear ending December 31, 2021 and 2020.2022.

8
TABLE OF CONTENTS​

PROPOSAL NO. 3 — RATIFICATION OF THE SAME OPTION AWARDS THAT WERE MADE IN 2020 TO THE NAMED EXECUTIVE OFFICERS AND FOR WHICH THE STOCKHOLDERS ALREADY VOTED IN FAVOR IN AN ADVISORY VOTE AT LAST YEAR’S ANNUAL MEETING
General
As previously reported, in 2020 as part of its annual evaluation and determination of the compensation for our executive officers, the Compensation Committee and independent members of the Board approved certain option awards, which, as explained below, were granted for service to the Company and progress achieved during the years 2018, 2019 and 2020 (the “2020 Executive Options”).
The 2020 Executive Options awarded to Ms. Powers and Mr. Goldman were described in detail in the executive compensation disclosure provided in the proxy statement last year for the Company’s 2021 Annual Meeting of Stockholders (the “2021 Annual Meeting”). And, at the 2021 Annual Meeting, the Company’s stockholders voted overwhelmingly (approximately 90% of the votes) to approve, via its Say on Pay advisory vote, the compensation paid to our Named Executive Officers in 2020, which included the 2020 Executive Options awarded to Ms. Powers and Mr. Goldman.
Despite the overwhelming stockholder approval of the 2020 Executive Options, covering for 2018, 2019, certain parties have brought litigation seeking to revoke and cancel these Options. This litigation seeks to overturn the views of all of the stockholders who voted at last year’s Annual Meeting. If the litigation proceeds, it will divert significant management time and attention, and significant Company resources, away from other Company priorities and operations.
Accordingly, the Board of Directors is asking stockholders to ratify the 2020 Executive Options.
Summary of Lawsuit
In June 2022, an alleged stockholder filed a consolidated derivative lawsuit in the Delaware Court of Chancery against the Company, its individual directors and certain executives, seeking to have the 2020 Executive Options revoked and cancelled. Despite acknowledging that the 2020 Executive Options have already been approved by the Company’s Compensation Committee and independent Board members, and for which stockholders already voted in favor (with nearly 90% of the votes) in their advisory Say on Pay vote at last year’s Annual Meeting, the complaint still seeks to dispute the appropriateness of the 2020 Executive Options awarded to Ms. Powers, Mr. Goldman and Dr. Boynton. In addition, although the equity compensation to the Directors is subject to stockholder approval and the process for that approval has not yet taken place, the lawsuit also seeks to dispute the 2020 options to the independent directors.
Determination of Our Executive Officer Compensation
Our executive officers are compensated based on performance, and in a manner consistent with our strategy, competitive practice, sound corporate governance principles, market factors and Company and stockholder interests. We believe our compensation program is strongly aligned with the long-term interests of the Company and our stockholders. Compensation of our executive officers is designed to enable us to attract and retain talented and experienced senior executives to lead our Company successfully in a competitive environment.
In 2020, as part of its evaluation and determination of the compensation for our executive officers, the Compensation Committee granted the 2020 Executive Options to our executive officers for service to the Company and progress achieved during the years 2018, 2019 and 2020.
Prior to receiving the 2020 Executive Options, our executive officers had not received any equity-based compensation since 2018, and those 2018 options were for service to the Company for years prior to 2018 as well as for 2018.
The 2020 Executive Options awards were based on a number of factors and considerations. These awards were determined after taking account of the years of service by our executive officers, the important progress achieved in the Company’s clinical programs and other operations (including major milestones in 2018 related to the Phase III trial of DCVax®-L for Glioblastoma), market factors, the need to retain the

9
TABLE OF CONTENTS

executives’ valuable service going forward (including for completion of the Phase III trial program which is key to the Company’s value) and our overall compensation philosophy.
For all of the above reasons, the Compensation Committee (which is composed solely of independent directors), and the independent members of the Board determined that the 2020 Executive Options were in best interests of the Company and our stockholders, and approved the 2020 Executive Options awarded to each of Ms. Powers, Mr. Goldman and Dr. Boynton.
Summary of the 2020 Executive Options
Most of the 2020 Executive Options (including all of the options held by Ms. Powers and Mr. Goldman) are not currently exercisable as they have been subjected to voluntary suspension agreements or a blocking agreement under which, as previously reported, the holder cannot exercise any of the 2020 Options without 61 days’ prior notice to the Company on a continuing rolling basis. When the suspensions or blocking end, the 2020 Executive Options will be exercisable for Common Stock of the Company at the market price of the Common Stock at the time of the Options awards — prices substantially higher than (and in some cases more than double) the market price of the Company’s Common Stock during most of the 2018, 2019 and 2020 periods for which the Options were awarded as compensation. In addition, the 2020 Options were subject to vesting requirements after they were awarded in 2020.
The 2020 Executive Options comprise 55,119,032 options awarded to Ms. Powers, 34,449,394 options awarded to Mr. Goldman and 18,794,191 options awarded to Dr. Boynton during 2020. The exercise prices range from $0.35 to $0.55 per share and the exercise period is ten years from the time the options become exercisable.
Prior Approval of the 2020 Executive Options
As noted above, detailed information about the 2020 Executive Options awarded to each of Ms. Powers and Mr. Goldman, who were Named Executive Officers of the Company for fiscal year 2020, was included in the executive compensation disclosure in the Company’s proxy statement last year for the 2021 Annual Meeting. After considering such disclosure and our other executive compensation practices, our stockholders overwhelmingly supported our 2020 executive compensation, with approximately 90% of votes at the 2021 Annual Meeting cast in favor of the compensation paid to our Named Executive Officers in 2020.
We note that because he was not a Named Executive Officer for fiscal year 2020, Dr. Boynton’s compensation was not included in the company’s proxy statement and his compensation was therefore not subject to the stockholder advisory vote. However, his option award was based upon the same factors and considerations as the option awards to Ms. Powers and Mr. Goldman that were approved by stockholders.
No Appraisal Rights
No stockholder appraisal rights will be applicable in connection with the re-approval and ratification of the same 2020 Executive Options already approved in the advisory vote at last year’s Annual Meeting.
Vote Required for Approval
Re-approval and ratification of the 2020 Executive Options to certain of the Company’s executive officers requires the affirmative vote of a majority of the votes cast at this year’s Annual Meeting.
Recommendation
The Board of Directors unanimously recommend that you vote FOR the ratification of the same 2020 Executive Options for which the stockholders already voted in favor in an advisory vote at last year’s Annual Meeting.

10
TABLE OF CONTENTS​

PROPOSAL NO. 4 — ADVISORY VOTE ON EXECUTIVE COMPENSATION
As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or Dodd-Frank Act, the Board of Directors is submitting a “say on pay” proposal for stockholder consideration. While the vote to approve executive compensation is nonbinding and solely advisory in nature, the Board and the Compensation Committee value the opinion of our stockholders and will review and consider the voting results.
The Company’s compensation philosophy is to ensure that the Company’s compensation and benefits policies provide effective incentives for achievement of milestones and short- and long-term goals to help build stockholder value, are appropriate in light of market factors, and attract and retain the key employees necessary to support the Company’s growth and success, both operationally and strategically.
The Compensation Committee of the Board of Directors, which is composed solely of independent directors, is responsible for determining or recommending the overall compensation levels of our executive officers, including our Named Executive Officers, and administering our equity compensation plans.
Our executive officers are compensated based on performance, and in a manner consistent with our strategy, competitive practice, sound corporate governance principles, and Company and stockholder interests. We believe our compensation program is strongly aligned with the long-term interests of the Company and our stockholders.
The compensation of the “Named Executive Officers” ​(as defined in Item 402(m)(2) of Regulation S-K) is described on pages 21-23 of this proxy statement.
In order to approve the executive compensation, stockholders are requested to approve the following resolution:
“RESOLVED, that the stockholders of Northwest Biotherapeutics, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table for fiscal year 2021, and other related tables and disclosures.”
As indicated above, the stockholder vote on this resolution will not be binding on our Company or the Board of Directors, and will not be construed as overruling or determining any decision by us or by the Board. The vote will not be construed to create or imply any change to our Company fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for our Company or the Board.
Vote Required
Approval, on an advisory basis, of the compensation of our Named Executive Officers, as disclosed in this proxy statement, requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Recommendation
The Board of Directors unanimously recommends stockholders vote, on an advisory basis, FOR the Company’s 2021 executive compensation.

11
TABLE OF CONTENTS​

PROPOSAL NO. 5 — APPROVAL OF PREVIOUSLY REPORTED 2020 OPTION AWARDS TO THE COMPANY’S INDEPENDENT DIRECTORS OF THE BOARD OF DIRECTORS
General
Attracting and retaining well-qualified independent directors is necessary for a publicly listed company — but is very challenging for small, development-stage companies, and is especially challenging in the biotech sector. Serving as a director in such companies can entail extensive time commitments and can involve significant personal risks, including the risk of being personally attacked or criticized by bloggers and other parties who attack the Company, and the risk of being sued along with the Company. Accomplished professionals who would be desirable Board candidates simply will not tolerate such burdens, especially if such burdens not only occur but persist over the course of years.
In light of these significant challenges, the Company’s compensation philosophy is to ensure that the Company’s compensation and benefits policies are effective to attract and retain well qualified independent directors necessary for the Company to operate and for support of the Company’s growth and success, both operationally and strategically, to help build stockholder value.
The compensation of independent Directors is based on performance, and in a manner consistent with our strategy, competitive practice, sound corporate governance principles, market factors and Company and stockholder interests. We believe our Director compensation program is strongly aligned with the long-term interests of the Company and our stockholders.
In determining the independent directors’ compensation, we take into account market data and practices, and we evaluate and compare the nature and scope of responsibilities undertaken and contributions made by our independent directors in helping to support the Company and its operations compared with the typical directors’ roles in other companies.
At present, three of our five Board members are independent, and two are drawn from Company management. The Company is very fortunate to have highly accomplished professionals as independent Board members, and fortunate to have been able to maintain continuity of its independent directors: Mr. Jasinowski and Dr. Malik have now been serving for over 10 years, and Ambassador Black has been serving for nearly 7 years.
Determination of Our Directors’ Equity Compensation
The Company’s independent directors are compensated with a combination of cash and equity compensation. In 2020, option awards were approved by for the independent Directors, subject to stockholder approval (the “2020 Director Options”).
The 2020 Director Options were based on a number of factors and considerations. One set of considerations was the extraordinary amount time, effort and support contributed by the independent directors throughout their years of service, including the years 2018, 2019 and 2020 that were covered by the option awards. The time and involvement of the Directors went far beyond the activities typically involved in Board service. For example, while an average board of directors might meet 4 to 6 times a year, our Board and its Committees on which the independent directors serve, typically meets as much as two dozen times per year, sometimes more. (In 2021, there were 16 Board and Committee meetings. In 2022 year to date, there have already been 16 full Board meetings in addition to numerous Committee meetings.) In addition, the independent Directors provided, and continue to provide, active support and assistance to management in a variety of areas of the Company’s operations. This active involvement includes the oversight role that all Boards are responsible for, but also goes well beyond it and beyond the role seen in other peer group companies.
Another set of considerations for the 2020 Director Options was the extent of personal and professional risk our independent Directors have endured in serving on our Board. Our Company has experienced ongoing attacks from short sellers, and from bloggers whom the Company believes may be connected with short sellers. The attacks have also gone beyond the Company itself: aggressive personalized attacks have been made against our Directors in social media and message boards. Further, our Company has been subjected to multiple lawsuits which we believe were and are vexatious and without merit, and which we have fought, and continue to fight, vigorously — but which have named our Directors personally and put them at

12
TABLE OF CONTENTS

personal risk. To our knowledge, virtually no directors of other companies in our peer group have had to put up with anything like these personalized attacks and lawsuits, as our Directors have.
Of special note, in addition to undertaking far more activities in support of the Company’s operations than would normally be expected of directors, enduring attacks and lawsuits, our independent Directors have also tolerated long delays in their cash compensation and have waited for as long as 6 years for the Company to implement their equity compensation. Our Directors have also provided personal loans to the Company when needed to help the Company survive, and allowed such loans to remain outstanding and unpaid long after they were due.
Finally, an additional consideration was the long period of years that the independent Directors have been serving and the valuable continuity that has afforded the Company.
For all of the above reasons, the 2020 Director Options were approved by the disinterested directors, subject to stockholder approval, and our management also strongly supports the 2020 Director Options.
Summary of the Stock Option Awards
The 2020 Director Options are not currently exercisable because, as previously reported, they are conditional upon shareholder approval and they also have been subjected to voluntary suspension agreements. If approved by stockholders then, when the suspensions end, the 2020 Director Options will be exercisable for Common Stock of the Company at the market price of the Common Stock at the time of the Options awards — prices substantially higher than (and in some cases double) the market price of the Company’s Common Stock during most of the 2018, 2019 and 2020 periods for which the Options were awarded as compensation. In addition, the 2020 Options were subject to vesting requirements after they were awarded in 2020.
As previously reported, the 2020 Director Options comprise 5,710,891 options awarded to Mr. Jerry Jasinowski, 4,769,433 options awarded to Ambassador Cofer Black, and 15,732,288 options awarded to Dr. Navid Malik. The exercise price is $0.34 per share, and the exercise period is ten years from the time they become exercisable.
Summary of Lawsuit
See Summary of Lawsuit under Proposal No. 3 above.
No Appraisal Rights
No stockholder appraisal rights will be applicable in connection with the approval of the 2020 stock option awards to our independent directors.
Vote Required for Approval
Approval of the 2020 Director Options for the independent Directors of the Board of Directors requires the affirmative vote of a majority of the votes cast at the Annual Meeting.
Recommendation
The Board of Directors unanimously recommend that you vote FOR the approval of the 2020 stock option awards to the independent directors of the Board of Directors.

13
TABLE OF CONTENTS​

PROPOSAL NO. 6 — APPROVAL OF AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK BY 500,000,000 FROM 1,200,000,000 TO 1,700,000,000.
General
Our Board of Directors has approved, subject to stockholder approval, an amendment to our Certificate of Incorporation (the “Common Stock Increase Amendment”) to increase the number of authorized shares of our common stock by 500,000,000 from 1,200,000,000 to 1,700,000,000 (“Proposal No. 6”). The Company’s Certificate of Incorporation currently authorizes the issuance of 1,200,000,000 shares of common stock, par value $0.001 per share (the “Common Stock”) and 100,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Stock”). As of October 31, 2022, we had 1,052,853,970 shares of Common Stock outstanding, and 972,700 shares of Preferred Stock outstanding. The increase in our authorized shares of Common Stock will be effective upon the filing of the Common Stock Increase Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware.
Effects and Purpose of the Increase in Authorized Common Stock
In order for the Company to continue raising the capital needed for its operations, the Company needs to either amend the Certificate of Incorporation to increase the number of authorized shares or implement a reverse split of the Common Stock. The Company’s Board has approved, subject to stockholder approval, an increase in the number of authorized shares of Common Stock (the “Common Stock Increase Amendment”).
The additional shares of Common Stock will have the same rights as the presently authorized Common Stock, including the same voting rights, and rights to dividends and other distributions, and will be the same in all other respects to our Common Stock now authorized.
Although the authorization of additional shares will not, in itself, have any effect on the rights of any holder of our Common Stock, the Company anticipates that if the Common Stock Increase Amendment is approved, issuances may be made to raise additional capital, to satisfy obligations in respect of its outstanding stock options, warrants and convertible securities, and potentially to provide equity incentives to employees, officers or directors or for other purposes.
Although the increased proportion of unissued authorized shares to issued shares could, under certain circumstances, have or be used for an anti-takeover effect, the Common Stock Increase Amendment is not being proposed in response to any effort of which the Company is aware to accumulate shares of our Common Stock or obtain control of the Company.
Our Common Stock is currently registered under the Securities Exchange Act of 1934, as amended. The Common Stock Increase Amendment will not affect the registration of the Company’s Common Stock under the Exchange Act.
No Appraisal Rights
No stockholder appraisal rights will be applicable in connection with the Common Stock Increase Amendment.
Implementation of the Common Stock Increase Amendment
If the Common Stock Increase Amendment is approved at the Annual Meeting, our Board intends to implement the Common Stock Increase Amendment by filing an amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware as contemplated by the proposed form of  “Certificate of Amendment” attached hereto as Appendix A.
Vote Required for Approval
The affirmative vote of a majority of all outstanding shares entitled to vote at the Annual Meeting, and also the affirmative vote of a majority of the outstanding shares of the Common Stock entitled to vote

14
TABLE OF CONTENTS

at the Annual Meeting voting as a separate class, are required to approve the amendment to our Certificate of Incorporation to effect the Common Stock Increase Amendment. Abstentions and broker non-votes, if any, will have the effect as a vote “AGAINST” this proposal.
Recommendation
The Board unanimously recommends that you vote FOR approval of the amendment to our Certificate of Incorporation to increase the number of authorized shares of Common Stock by 500,000,000 from 1,200,000,000 to 1,700,000,000.

15
TABLE OF CONTENTS​

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table presents information regarding the beneficial ownership of our common stock as of MarchOctober 31, 20212022 by:
•
each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our equity securities;
​
•
our directors and nominees for director;
​
•
each of our Named Executive Officers, as defined in Item 402(a)(3) of Regulation S-K; and
​
•
our directors and executive officers as a group.
​
Shares of common stockCommon Stock beneficially owned and the respective percentages of beneficial ownership of common stockCommon Stock assume the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of MarchOctober 31, 2021.2022. Shares issuable pursuant to the exercise of stock options and warrants exercisable on or prior to the date 60 days after MarchOctober 31, 20212022 are deemed outstanding and held by the holder of such options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and the entities named in the table have sole voting and investment power with respect to all shares of common stock that they beneficially own, subject to applicable community property laws, if any. The table below is based upon the information supplied by our transfer agent, Computershare Trust Company, N.A., the Company’s records and from Schedules 13D and 13G filed with the SEC.
Except as otherwise noted, the address of the individuals in the following table is c/o Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, MD 20814.
Name of Beneficial Owner​
Number of
Shares
Beneficially
Owned
​
Percentage(1)
​​
Number of
Shares
Beneficially
Owned
​
Percentage(1)
​
Officers and Directors​​​​​​​​​​​
Directors and Officers:​​​​​​​​​​​
Alton L. Boynton, Ph.D.(2)
​​​25,365,309​​​​2.9%​​​​​21,773,445​​​​2.0%​​
Marnix L. Bosch, Ph.D., M.B.A.(3)
​​​34,040,941​​​​3.9%​​​​​35,379,439​​​​3.3%​​
Linda F. Powers(4)
​​​29,411,759​​​​3.5%​​
Leslie J. Goldman(5)
​​​172,742​​​​*%​​
Linda F. Powers(2)​
​​​29,411,759​​​​2.8%​​
Leslie J. Goldman(3)​
​​​172,742​​​​*%​​
Dr. Navid Malik(6)
​​​22,840,753​​​​2.6%​​​​​9,075,000​​​​*%​​
Jerry Jasinowski(7)
​​​13,229,236​​​​1.6%​​​​​8,232,204​​​​*%​​
J. Cofer Black(8)
​​​5,888,251​​​​*%​​​​​1,715,000​​​​*%​​
All executive officers and directors as a group (seven persons)​​​130,948,991​​​​13.9%​​​​​105,759,589​​​​9.4%​​
​
*
Less than 1%
​
(1)
Percentage represents beneficial ownership percentage of common stock calculated in accordance with SEC rules and does not equate to voting percentages. Based upon 842,358,4421,052,853,970 shares of common stockCommon Stock issued and outstanding as of MarchOctober 31, 2021.2022. Beneficial ownership is determined in accordance with the rules of the SEC. In computing the number of shares of common stock beneficially owned and the percentage of ownership of such person, we deemed to be outstanding all shares of common stockCommon Stock subject to options and warrants currently exercisable or convertible, or exercisable or convertible within 60 days of MarchOctober 31, 2021.2022. However, we did not deem such shares outstanding for the purpose of computing the percentage ownership of any other person.
​
9
16
TABLE OF CONTENTS

(2)
Consists of (i) 12,189 shares of common stock held by Dr. Boynton and (ii) 25,353,120 shares of common stock underlying options held by Dr. Boynton as equity compensation that are exercisable after April 30, 2021.
​
(3)
Consists of (i) 9,802 shares of common stock held by Dr. Bosch and (ii) 34,031,139 shares of common stock underlying options held by Dr. Bosch as equity compensation that are exercisable after April 30, 2021.
​
(4)
Consists of 29,411,759 shares of common stock held by Ms. Powers. Ms. Powers also holds 56,992,773 warrants (the majority acquired from a third party and the rest acquired in past years, as previously reported, from the Company in connection with loans by Ms. Powers to the Company when such loans were needed to help enable the Company to survive). Ms. Powers holds 39,200,000 options awarded in 2018 for service during part of that year and a number of preceding years, and 55,119,032 options awarded in 2020 for service during the rest of 2018 as well as 2019 and 2020. (These options awarded in 2020 for service during 2018-2020 are the same ones that stockholders are requested to ratify and re-approve in this year’s Annual Meeting, after stockholders already voted in favor of them in an advisory vote at last year’s Annual Meeting.) In 2021, Ms. Powers entered into a Letter Agreementvoluntary blocking agreement with the Company pursuant to which Ms. Powers does not have the right to effect thecannot exercise or conversion ofconvert any options, warrants andor other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Ms. Powers provides the Company at least 61 calendar daysdays’ advance notice of such exercise or conversion to the corporate secretary of the Company.notice. As a result, such options, warrants and other derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.
​
(5)(3)
Consists of 172,742 shares of common stock held by Mr. Goldman. Mr. Goldman also holds 643,043 warrants acquired in past years, as previously reported, from the Company in connection with loans by Mr. Goldman to the Company when such loans were needed to help the Company to survive. Mr. Goldman holds 24,500,000 options awarded in 2018 for service during part of that year and a number of preceding years, and 34,449,394 options awarded in 2020 for service during the rest of 2018 as well as 2019 and 2020. (These options awarded in 2020 for service during 2018-2020 are the same ones that stockholders are requested to ratify and re-approve in this year’s Annual Meeting, after stockholders already voted in favor of them in an advisory vote at last year’s Annual Meeting.) In 2021, Mr. Goldman entered into a Letter Agreementvoluntary blocking agreement with the Company pursuant tounder which Mr. Goldman does not have the right to effect thecannot exercise or conversionconvert of any options, warrants andor other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Mr. Goldman provides the Company at least 61 calendar daysdays’ advance notice of such exercise or conversion to the corporate secretary of the Companynotice. As a result, such options, warrants and other derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.
​
(6)
Consists of (i) 10,000 shares of common stock held by Dr. Malik and (ii) 22,830,753 shares of common stock underlying options that are exercisable after April 30, 2021.
​
(7)
Consists of (i) 2,605,818 shares of common stock held by Mr. Jasinowski, (ii) 726,386 shares of common stock underlying warrants that are exercisable after April 30, 2021, and (iii) 9,897,032 shares of common stock underlying options that are exercisable after April 30, 2021.
​
(8)
Consists of 5,888,251 shares of common stock underlying currently exercisable options held by Ambassador Black.
​
1017
TABLE OF CONTENTS​

CORPORATE GOVERNANCE MATTERS
Board Leadership Structure
The Board believes that Ms. Powers’ service as both Chairperson of the Board and Chief Executive Officer is in the Company’s and our stockholders’ best interests. Ms. Powers possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing us, and is thus, we believe, best positioned to develop Company strategies, business plans and priorities, and corresponding Board agendas that ensure that the Board’s time and attention are focused on the most critical matters. The Company has multiple major programs under way, with operations and infrastructure on two continents, which require heightened efficiency and involvement between the Board and management. Ms. Powers’ combined role enables decisive leadership, and, we believe, facilitates this efficiency and involvement. Our lead independent director is Mr. Jerry Jasinowski.
Board of Directors’ Role in Risk Oversight
The Board plays an active role in risk oversight of our Company. The Board does not have a formal risk management committee, but administers this oversight function through various standing committees of the Board of Directors and/or through the full Board. The Audit Committee maintains responsibility for oversight of financial reporting-related risks, including those related to our accounting, auditing and financial reporting practices. The Audit Committee also reviews reports and considers any material allegations regarding potential violations of our Company’s Code of Conduct. The Compensation Committee oversees risks arising from our compensation policies and programs and has responsibility for evaluating and approving our executive compensation and benefit plans, policies and programs. The Company also performed an enterprise-wide risk assessment as well as an enterprise-wide fraud risk assessment during 20202021 and will continue to update such assessments on an annual basis.
Director Independence
Our Board of Directors has undertaken a review of the independence of our directors and has determined that a majority of the Board consists of members who are currently “independent” as that term is defined within the meaning of Section 5605(a)(2) of the Nasdaq Stock Market Rules. The Board of Directors has determined each of Messrs. Malik and Jasinowski, and Ambassador Black to be independent.
Audit Committee
The Audit Committee has responsibility for recommending the appointment of our independent accountants, supervising our finance function (which includes, among other matters, our investment activities), reviewing our internal accounting control policies and procedures, and providing the Board such additional information and materials as it may deem necessary to make the Board aware of significant financial matters which require the attention of the Board. The Audit Committee discusses the financial statements with management, approves filings made with the SEC and maintains the necessary discussions with the Company’s independent accountants. The Audit Committee acts under a written charter, which is posted on our website at www.nwbio.com/board-committee-charters/.
The Audit Committee currently consists of Messrs. Malik and Jasinowski. Our Board of Directors has determined that Jerry Jasinowski, the Chairman of the Audit Committee, qualifies as an “audit committee financial expert” as defined by the SEC. Our Board has determined that each member of the Audit Committee is “independent” within the meaning of Section 5605(a)(2) of the Nasdaq Stock Market Rules as well as pursuant to the additional test for independence for audit committee members imposed by SEC regulation and Section 5605 (c)5605(c)(2)(A) of the Nasdaq Stock Market Rules. The Audit Committee is established in accordance with Section 3(a)(58)(A) of the Exchange Act.
Compensation Committee
The Compensation Committee is responsible for determining the overall compensation levels of our executive officers and administering our equity compensation plans. The Compensation Committee currently consists of Messrs. Malik and Jasinowski. Our Board of Directors has determined that each member of
11
18
TABLE OF CONTENTS

member of the Compensation Committee is “independent” under the current listing standards of Nasdaq. The Compensation Committee acts under a written charter, which is posted on our website at www.nwbio.com/board-committee-charters/​. The Compensation Committee does not delegate its authority pursuant to its written charter.
Conflicts Committee
The Conflicts Committee is responsible for review and evaluation of related party matters including related party transactions. The Conflicts Committee currently consists of Ambassador Black, Mr. Jasinowski and Dr. Malik. Our Board of Directors has determined that each member of the Conflicts Committee is “independent” within the meaning of Section 5605(a)(2) of the Nasdaq Stock Market Rules. The Conflicts Committee acts under a written charter, which is posted on our website at www.nwbio.com/board-committee-charters/​. The Conflicts Committee does not delegate its authority pursuant to its written charter.
Nominations Committee
The Nominations Committee is responsible for assisting the Board of Directors in, among other things, effecting Board organization, membership and function, including: identifying qualified Board nominees; and effecting the organization, membership and function of Board committees, including composition and recommendation of qualified candidates and reviewing the Company’s Corporate Governance Guidelines. The Nominations Committee shall identify and evaluate the qualifications of all candidates for nomination for election as directors. Potential nominees are identified by the Board of Directors based on the criteria, skills and qualifications that have been recognized by the Nominations Committee. While our nomination policy does not prescribe specific diversity standards, the Nominations Committee and its independent members seek to identify nominees who have a variety of perspectives, professional experience, education, difference in viewpoints and skills, and personal qualities that will result in a well-rounded Board of Directors. The Nominations Committee operates under a written charter, which is posted on our website at www.nwbio.com/board-committee-charters/.
The Nominations Committee currently consists of Messrs. Malik and Jasinowski. The Board of Directors has determined that each member of the Nominations Committee is “independent” under the current listing standards of Nasdaq. The Board of Directors has adopted a written charter setting forth the authority and responsibilities of the Nominations Committee.
Information Regarding Meetings of the Board and Committees
The business of our Company is under the general oversight of our Board, as provided by the laws of Delaware and our bylaws. During 2020,2021, the Board held 24eight meetings and also conducted business by written consent. During 2020,2021, the Audit Committee held 6 meetings, the Compensation Committee held 6four meetings and the Conflicts Committee held 4four meetings. The Nominations Committee and the Compensation Committee did not hold any meetings. Each person who was a director during 20202021 attended at least 75% of the 24eight Board meetings. We do not have a formal written policy with respect to Board members’ attendance at our annual meeting of stockholders. All five of our directors attended our last annual meeting of stockholders.
Code of Conduct
We have an established Code of Conduct applicable to all Board members, executive officers, employees and contractors. Our Code of Conduct is posted on our website at www.nwbio.com.
Recommendation of Director Candidates
The Nominations Committee is responsible for annually reviewing with the Board the requisite skills and criteria for prospective directors and the structure, size and composition of the Board as a whole. Although there are no set criteria considered by the Nominations Committee in evaluating potential director nominees, the committee does consider the skills and expertise that need to be represented on the Board, succession planning and the time commitments required of directors.
12
TABLE OF CONTENTS
For a stockholder to submit a candidate for the consideration of the Nominations Committee, the stockholder must timely notify our corporate secretary at the address set forth under “Communication with

19
TABLE OF CONTENTS

the Board of Directors” below. To make such a recommendation in advance of next year’s Annual Meeting, a stockholder must provide written notification to our corporate secretary not less than 120 days nor more than 150 days in advance of the first anniversary of the date on which the proxy statement in connection with the previous year’s Annual Meeting was first mailed. However, if we do not hold an annual meeting or the date of such annual meeting has been changed by more than 30 days from the date first contemplated by the previous year’s proxy statement, we must receive the stockholder’s notice at least 80 days prior to the date on which we distribute the proxy statement with respect to the upcoming meeting.
The notice must include the information specified in our bylaws, including the following: (a) as to each proposed candidate, (i) such person’s exact name, (ii) such person’s age, principal occupation, business address and telephone number, and residence address and telephone number, (iii) the number of shares (if any) of each class of our capital stock owned directly or indirectly by each such nominee, and (iv) any other information concerning the nominee that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Exchange Act (including such person’s notarized written acceptance of such nomination, consent to being named in the proxy statement as a nominee and statement of intention to serve as a director if elected); and (b) as to the stockholder giving the notice, (i) the name and address, as they appear in our records, of such stockholder, (ii) such stockholder’s principal occupation, business address and telephone number, and residence address and telephone number, (iii) the class and number of our shares which are held of record or beneficially owned by such stockholder, and (iv) the dates upon which such stockholder acquired such shares of stock and documentary support for any claims of beneficial ownership. In addition, notices must include a description of all arrangements or understandings between the stockholder giving the notice and each nominee and any other person or persons (naming such person or persons) pursuant to which the nomination or nominations are to be made by such stockholder.
13
20
TABLE OF CONTENTS​

EXECUTIVE OFFICERS
The following table sets forth information regarding the Company’s current executive officers.
Name​​Age​​Position​
Linda F. Powers​​65​​Class III Director, Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer​
Alton L. Boynton, Ph.D.​​76​​Class I Director, Chief Scientific Officer​
Leslie J. Goldman​​75​​Senior Vice President, General Counsel​
Marnix L. Bosch, Ph.D.​​62​​Chief Technical Officer​
Linda F. Powers. Please see “Director Biographies” above.COMPENSATION
Alton L. Boynton, Ph.D. Please see “Director Biographies” above.
Leslie J. Goldman joined us in June 2011, and serves as Senior Vice President and General Counsel. In this capacity, Mr. Goldman has responsibility for legal matters, investor relations and financing activities. Prior to joining us, Mr. Goldman was a partner at the law firm of Skadden, Arps for over 30 years, specializing in a wide array of advanced technologies and their commercialization. Mr. Goldman also serves as an advisor to a number of other technology companies. In addition, for eight years, Mr. Goldman served as Chairman of the Board of a group of TV stations in four mid-size cities across the country. Mr. Goldman received a B.A. from the University of Michigan in 1967 and a J.D. from the University of Michigan in 1970.
Marnix L. Bosch, Ph.D. joined us in 2000, and serves as our Chief Technical Officer. In this capacity, Dr. Bosch plays a key role in the preparation and submission of our regulatory applications, as well as ongoing development of our product lines, and ongoing development and/or acquisition of new technologies. Dr. Bosch led the process of designing the protocols, and managed the successful preparation and submission of our Investigational New Drug (IND) applications for FDA approval to conduct clinical trials for prostate cancer, brain cancer, ovarian cancer and multiple other cancers. He also led the processes for other regulatory submissions in both the U.S. and abroad (including the successful applications for orphan drug status in both the U.S. and Europe for DCVax-L for brain cancer). He spearheaded the development of our manufacturing and quality control processes. Prior to joining us in 2000, Dr. Bosch worked at the Dutch National Institutes of Health (RIVM) as head of the Department of Molecular Biology, as well as in academia as a professor of Pathobiology. He has authored more than 40 peer-reviewed research publications in immunology and virology, and is an inventor on several patent applications on dendritic cell product manufacturing.
14
TABLE OF CONTENTS​
EXECUTIVE COMPENSATION
Summary Compensation Table
The following table sets forth certain information concerning compensation paid to or accrued tofor our executive officers, referred to as our Named Executive Officers, during the years ended December 31, 2021, 2020 and 2019.
The dollar values listed in the table for option awards are a non-cash accounting measure (based on the Black Scholes formula, under which high volatility of share price contributes to high valuations) and do not constitute intrinsic or exercise value for the options.
The options awarded in 2020, listed in the table below, were granted for employee performance during 2018, 2019 and 2020. The options were awarded at prices that were generally at or above the market price or the price paid by unrelated investors for the Company’s shares at the time of the award.
Name and Principal Position​Year​
Salary
($)
​
Bonus
($)
​
Option
Awards
($)(1)
​
Total
($)
​​Year​
Salary
($)
​
Accrued
Unpaid
Bonus
($)(1)
​
Option
Awards
($)(2)
​
Total
($)
​
Linda F. Powers
Chairperson, President
and Chief Executive Officer,
Chief Financial and Accounting Officer
​​​​2020​​​$700,000​​​$—​​​$17,317,000​​​$18,017,000​​​​​​2021​​​​700,000​​​​300,000​​​​—​​​​1,000,000​​
​​​2019​​​$502,000​​​$300,000(2)​​​$—​​​$802,000​​​​​2020​​​​700,000​​​​—​​​​17,317,000​​​​18,017,000​​
Leslie Goldman
Senior Vice President,
General Counsel and Business
Development
​​​​2020​​​$525,000​​​$—​​​$10,548,000​​​$11,073,000​​
​​​2019​​​$375,000​​​$200,000(2)​​​$—​​​$575,000​​
Linda F. Powers
Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer
​​​​2019​​​​502,000​​​​300,000​​​​—​​​​802,000​​
​​​2021​​​​525,000​​​​200,000​​​​—​​​​725,000​​
​​​2020​​​​525,000​​​​—​​​​10,548,000​​​​11,073,000​​
Leslie Goldman
Senior Vice President,General Counsel and Business Development
​​​​2019​​​​375,000​​​​200,000​​​​—​​​​575,000​​
​​​​2020​​​$480,000​​​$—​​​$7,494,000​​​$7,974,000​​​​​2021​​​​480,000​​​​125,000​​​​—​​​​605,000​​
​​​2019​​​$397,000​​​$100,000(2)​​​$—​​​$497,000​​​​​2020​​​​480,000​​​​—​​​​7,494,000​​​​7,974,000​​
Marnix L. Bosch, Ph.D. (3)
Chief Technical Officer
​​​​2019​​​​397,000​​​​100,000​​​​—​​​​497,000​​
​
(1)
These bonuses were for employees’ performance during 2021, and were approved in 2022 but have not been paid. These bonuses will not be paid until the Company feels it is financially feasible.
​
(2)
Represents the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with Accounting Standards Codification, 718, Compensation-Stock Compensation. Certain assumptions used to calculate the valuation of the awards are set forth in Management’s Discussion and Analysis in our 20202021 Annual Report.
​
(2)
This bonus was approved in 2019 as compensation for employee performance during 2018 . However. it was not paid until 2020.
​
(3)
Dr. Bosch was relocated to our subsidiary in Netherlands effective August 1, 2019. His new annual salary is approximately $480,000 (EUR 375,000). Dr. Bosch’s compensation is paid in Euro.Euros and therefore varies based on the exchange rate. The compensation amounts paid to Dr. Bosch presented in the table above are determined by multiplying the amount of Euros paid by the average exchange rate for fiscal 2020 of $1.28 per Euro.
​
15
21
TABLE OF CONTENTS

Outstanding Equity Awards at Fiscal Year-End
The following table shows outstanding stock option awards classified as exercisable and un-exercisable as of December 31, 2020:2021:
Name​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
​
Option
Exercise
Price
($)
​
Option
Expiration
Date
​​
Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable(1)
​
Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable
​
Option
Exercise
Price
($)
​
Option
Expiration
Date
​
Linda F. Powers
Chairperson, President and Chief Executive Officer, Chief
Financial and Accounting Officer
​​​39,200,000​​​​—​​​​—​​​​0.23​​​​5/28/2028​​​​​​39,200,000(2)​​​​—​​​​0.23​​​​5/28/2028​​
​​​​10,770,429(2)​​​​—​​​​—​​​​0.35​​​​7/2/2030​​
​​​​23,062,432(3)​​​​9,496,292​​​​—​​​​0.35​​​​12/1/2030​​
​​​​—​​​​—​​​​11,789,879(4)​​​​0.55​​​​9/2/2030​​
Leslie J. Goldman
Senior Vice President, General Counsel and Business Development
​​​24,500,000(5)​​​​—​​​​​​​​​0.23​​​​5/28/2028​​
​​​​—​​​​20,000,000(6)​​​​—​​​​0.35​​​​7/2/2030​​
​​​​2,189,432(6)​​​​6,365,023​​​​—​​​​0.35​​​​12/1/2030​​
​​​​​​​​​—​​​​5,894,939(7)​​​​0.55​​​​9/2/2030​​
Marnix L. Bosch​​​​​​​​​​​​​​​​​​​​​​​​​​
Chief Technical Officer​​​31,770​​​​21,355​​​​—​​​​11.20​​​​6/23/2022​​
​​​​15,625(8)​​​​—​​​​—​​​​8.80​​​​8/20/2022​​
​​​​7,940,182(9)​​​​—​​​​—​​​​0.25​​​​6/13/2027​​
​​​​10,798,729(10)​​​​—​​​​—​​​​0.35​​​​7/2/2030​​
​​​​11,780,098(11)​​​​4,850,628​​​​—​​​​0.35​​​​12/1/2030​​
Linda F. Powers
Chairperson, President and Chief Executive Officer, Chief Financial and Accounting Officer
​​​​10,770,429(3)​​​​—​​​​0.35​​​​7/2/2030​​
​​​32,558,754(3)​​​​—​​​​0.35​​​​12/1/2030​​
​​​11,789,879(4)​​​​—​​​​0.55​​​​9/2/2030​​
​​​24,500,000(5)​​​​—​​​​0.23​​​​5/28/2028​​
Leslie J. Goldman
Senior Vice President, General Counsel
​​​​20,000,000(6)​​​​—​​​​0.35​​​​12/1/2030​​
​​​8,554,455(6)​​​​—​​​​0.35​​​​12/1/2030​​
​​​5,894,939(7)​​​​—​​​​0.55​​​​9/2/2030​​
​​​31,770(8)​​​​21,355​​​​11.20​​​​6/23/2022​​
Marnix L. Bosch
Chief Technical Officer
​​​​15,625(9)​​​​—​​​​8.80​​​​8/20/2022​​
​​​7,940,182(10)​​​​—​​​​0.25​​​​6/13/2027​​
​​​10,798,729(11)​​​​—​​​​0.35​​​​7/2/2030​​
​​​16,630,726(12)​​​​—​​​​0.35​​​​12/1/2030​​
​
(1)
Ms. Powers and Mr. Goldman are subject to an agreement to provide 61 daysdays’ notice before exercising any option or warrant.
​
(2)
On May 28, 2018, we granted 39,200,000 stock options to Ms. Powers for service during part of 2018 and a number of preceding years. The options are exercisable at a price of $0.23 per share, and have a 10-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal monthly installments. Following entry into previous securities suspension agreements, in 2021, in 2021, Ms. Powers entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Ms. Powers provides the Company at least 61 days’ advance notice. Ms. Powers received no consideration for entry into such arrangement.
​
(3)
On July 2, 2020, we granted 10,770,429 stock options to Ms. Powers.Powers for service during the rest of 2018 and 2019 and 2020. (These options comprise a portion of the same ones that stockholders already voted in favor of them in an advisory vote at last year’s Annual Meeting, and stock holders are requested to ratify and re-approve at this year’s Annual Meeting. No equity compensation was awarded in 2021.) The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. Following entry into previous securities suspension agreements, on February 28,in 2021 Ms. Powers entered into a securities suspensionvoluntary blocking agreement with the Company that (i) suspended the exercisabilityunder which Ms. Powers cannot exercise or converst any options, warrants or other derivative securities, as applicable, to acquire shares of the vestedCompany’s common stock, unless Ms. Powers provides the Company at least 61 days’ advance notice. As a result, such options, until April 30, 2021warrants and (ii) made no changes toother derivative securities are not considered “beneficially owned” within the other termsmeaning of such securities.Section 13(d) of the Securities Exchange Act of 1934, as amended. Ms. Powers received no consideration for entry into such arrangement.
​
(3)
On July 2, 2020, we granted 32,558,724 stock options to Ms. Powers for service during 2018, 2019 and 2020. (These options comprise a portion of the same ones for which stockholders already voted in favor of them in an advisory vote at last year’s Annual Meeting, and that stock holders are requested to ratify and re-approve at this year’s Annual Meeting. No equity compensation was awarded in 2021.)

22
TABLE OF CONTENTS

These options were subject to certain vesting requirements which have been fulfilled. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options are subject to certain vesting requirements. Following entry into previous securities suspension agreements, on February 28,in 2021, Ms. Powers entered into a securities suspensionvoluntary blocking agreement on an ongoing rolling basis with the Company that (i) suspended the exercisabilityunder which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the vested options until April 30, 2021 and (ii) made no changes toCompany’s common stock, unless Ms. Powers provides the other terms of such securities.Company at least 61 days’ advance notice. Ms. Powers received no consideration for entry into such arrangement.
​
(4)
On September 2, 2020, we granted 11,789,879 stock options to Ms. Powers.Powers for service during 2018, 2019 and 2020. (These options comprise a portion of the same ones for which stockholders already voted in favor in an advisory vote at last year’s Annual Meeting, and that stockholders are requested to ratify and re-approve at this year’s Annual Meeting. No equity compensation was awarded in 2021.) These options were subject to certain vesting requirements, which have been fulfilled. The options are exercisable at a price of $0.55 per share, and have a 10-year exercise period. The termsFollowing entry into previous securities suspension agreements, in 2021, Ms. Powers entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Ms. Powers cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Ms. Powers provides the Company at least 61 days’ advance notice. Ms. Powers received no consideration for entry into such options provided for vesting upon the earlier of March 31, 2021 or the achievement of certain performance milestones. As of March 31, 2021, such options were fully vested.arrangement.
​
16
TABLE OF CONTENTS
(5)
On May 28, 2018, we granted 24,500,000 stock options to Mr. Goldman. These options comprise a portion of the same ones for which stockholders already voted in favor in an advisory vote at last year’s Annual Meeting, and stockholders are requested to ratify and re-approve at this year’s Annual Meeting. No equity compensation was awarded in 2021.) The options are exercisable at a price of  $0.23 per share, and have a 10-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal monthly installments thereafter. Following entry into previous securities suspension agreements, on February 28,in 2021, Mr. Goldman entered into a securities suspensionvoluntary blocking agreement on an ongoing rolling basis with the Company that (i) suspended the exercisabilityunder which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the vested options until April 30, 2021 and (ii) made no changes toCompany’s common stock, unless Mr. Goldman provides the other terms of such securities.Company at least 61 days’ advance notice. Mr. Goldman received no consideration for entry into such arrangement.
​
(6)
On July 2, 2020, we granted 6,731,518 stock options to Mr. Goldman.Goldman for service during 2018, 2019 and 2020. (These options comprise a portion of the same ones for which stockholders already voted in favor in an advisory vote at last year’s Annual Meeting, and that stock holders are requested to ratify and re-approve at this year’s Annual Meeting. No equity compensation was awarded in 2021.) The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options were fully vested upon grant. Following entry into previous securities suspension agreements, on February 28,in 2021 Mr. Goldman entered into a securities suspensionvoluntary blocking agreement on an ongoing rolling basis with the Company that (i) suspended the exercisabilityunder which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the vestedCompany’s common stock, unless Mr. Goldman provides the Company at least 61 days’ advance notice securitiesin 2021 Mr. Goldman entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Mr. Goldman cannot exercise or convert any options, until April 30, 2021 and (ii) made no changeswarrants or other derivative securities, as applicable, to acquire shares of the other terms of such securities.Company’s common stock, unless Mr. Goldman provides the Company at least 61 days’ advance notice. Mr. Goldman received no consideration for entry into such arrangement.
​
On July 2, 2020, we granted 21,822,937 stock options to Mr. Goldman for service during 2018, 2019 and 2020. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options are subject to certain vesting requirements. Following entry into previous securities suspension agreements, on February 28, 2021, Mr. Goldman entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options until April 30, 2021 and (ii) made no changes to the other terms of such securities.. Mr. Goldman received no consideration for entry into such arrangement.
On January 14, 2021, Mr. Goldman assigned 20,000,000 options that were granted on July 2, 2020 to The Goldman NWBIO GRAT Trust for no consideration. On April 28, 2022, Sue Goldman, Trustee of The Goldman NWBIO GRAT Trust transferred 12,709,287 options to Mr. Goldman in satisfaction of the first annuity amount due to Mr. Goldman. As of October 31, 2022, 7,290,713 options were remaining in The Goldman NWBIO GRAT Trust.
(7)
On September 2, 2020, we granted 5,894,939 stock options to Mr. Goldman.Goldman for service during 2018, 2019 and 2020. (These options comprise a portion of the same ones for which stockholders already voted
​

23
TABLE OF CONTENTS

in favor in an advisory vote at last year’s Annual Meeting, and that stock holders are requested to ratify and re-approve at this year’s Annual Meeting. No equity compensation was awarded in 2021.) These options were subject to certain vesting requirements, which have been fulfilled. The options are exercisable at a price of $0.55 per share, and have a 10-year exercise period. The termsFollowing entry into previous securities suspension agreements, in 2021 Mr. Goldman entered into a voluntary blocking agreement on an ongoing rolling basis with the Company under which Mr. Goldman cannot exercise or convert any options, warrants or other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Mr. Goldman provides the Company at least 61 days’ advance notice. Mr. Goldman received no consideration for entry into such options provided for vesting upon the earlier of March 31, 2021 or the achievement of certain performance milestones. As of March 31, 2021, such options were fully vested.
​arrangement.
(8)
The options were granted under the 2007 Stock Option Plan. 1,250 options vested each month until May 31, 2013. The options were expired on June 23, 2022.
​
(9)
The options were granted under the 2007 Stock Option Plan. This option grant vested over the balance of 2009 with 7,813 options vesting on the grant date and the remainder of the options vesting on December 31, 2009. The options were expired on August 20, 2022.
​
(10)
On February 28,June 13, 2017, we awarded 7,940,182 options to Dr. Bosch under the 2007 Stock Plan. The options are exercisable at a price of  $0.25 per share, and had a 5-year exercise period. 50% of the options vested on the grant date, and 50% vested over a 24-month period in equal monthly installments. On January 14, 2018, we extended the exercise period of the options from 5-year to 10-year. In 2021, Dr. Bosch entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made no changes to the other terms of such securities. The suspension has continued on a monthly basis since then, with respect to 20,429,456 options. options. Dr. Bosch received no consideration for entry into such arrangement.
​
(11)
On July 2, 2020, we granted 10,798,729 stock options to Dr. Bosch for service during 2018, 2019 and 2020. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options were fully vested upon grant. Dr. Bosch entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made no changes to the other terms of such securities. Dr. Bosch received no consideration for entry into such arrangement.
​
(10)
On July 2, 2020, we granted 10,798,729 stock options to Dr. Bosch. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. These options were fully vested upon grant. On February 28, 2021, Dr. Bosch entered into a securities suspension agreement with the Company that (i) suspended the exercisability of the vested options and (ii) made no changes to the other terms of such securities. Dr. Bosch received no consideration for entry into such arrangement.
​
(11)(12)
On July 2, 2020, we granted 16,630,726 stock options to Dr. Bosch for service during 2018, 2019 and 2020. The options are exercisable at a price of $0.35 per share, and have a 10-year exercise period. 50% of these options were vested on the grant date, with the remainder vesting in monthly installments over one year in monthly installments. On February 28, 2021,year. Dr. Bosch entered into a securities suspension agreement with the Company that (i) suspended the exercisability of 13,165,992 of the vested options and (ii) made no changes to the other terms of such securities. Dr. Bosch received no consideration for entry into such arrangement.
​
Employment Agreements
The Company entered into employment agreements with each of Ms. Powers, Mr. Goldman and Dr. Bosch in 2011. The 2011 agreements have expired and theexpired. The Company intendsentered into a new employment agreement with Dr. Bosch, which is currently in effect. The Company plans to enter into new employment agreements with such executives.
other executives in due course.
17
TABLE OF CONTENTS
DIRECTOR COMPENSATION
The following table sets forth certain information concerning compensation paid or accrued to our non-executive directors during the yearyears ended December 31, 2020.2021, December 31, 2020 and December 31, 2019.
The dollar values listed in the table for option awards are a non-cash accounting measure (based on the Black Scholes formula, under which high volatility of share price contributes to high valuations) and do not constitute intrinsic or exercise value for the options. The options had no intrinsic or exercise value when they were awarded.
The options were awarded at prices that were at the market price of the Company’s shares at the time of the award (at $0.34 per share).
Name(1)
​​Year​​
Fees Earned
or Paid in Cash
($)(3)
​​
Option Awards
($)(2)
​​
Total
($)
​
Dr. Navid Malik​​​​2020​​​​​150,000​​​​​4,123,000​​​​​4,273,000​​
Jerry Jasinowski​​​​2020​​​​​150,000​​​​​1,497,000​​​​​1,647,000​​
J. Cofer Black​​​​2020​​​​​150,000​​​​​1,250,000​​​​​1,400,000​​

24
TABLE OF CONTENTS

Name(3)
​​Year​​
Fees
Earned
or Paid in
Cash ($)(2)
​​
Option
Awards
($)(1)
​​
Total
($)
​
Dr. Navid Malik​​​​2021​​​​​150,000​​​​​—​​​​​150,000​​
​​​2020​​​​​150,000​​​​​4,123,000​​​​​4,273,000​​
​​​2019​​​​​150,000​​​​​—​​​​​150,000​​
Jerry Jasinowski​​​​2021​​​​​150,000​​​​​—​​​​​150,000​​
​​​2020​​​​​150,000​​​​​1,497,000​​​​​1,647,000​​
​​​2019​​​​​150,000​​​​​—​​​​​150,000​​
J. Cofer Black​​​​2021​​​​​150,000​​​​​—​​​​​150,000​​
​​​2020​​​​​150,000​​​​​1,250,000​​​​​1,400,000​​
​​​2019​​​​​150,000​​​​​—​​​​​150,000​​
​
(1)
Dr. Boynton is an executiveAs previously reported, all of the Company who does not qualify as a “named executive officer”options awarded to Directors in 2020 are subject to stockholder approval. The options awarded to Dr. Malik included approximately $1.8 million for 2020regular Board service and does not receive separate compensation$2.3 million for his services as our director.special Board service.
​
(2)
Represents the aggregate grant date fair value of stock options granted during the fiscal year, calculated in accordance with Accounting Standards Codification, 718, Compensation-Stock Compensation. Certain assumptions used to calculate the valuation of the awards are set forth in Management’s Discussion and Analysis in our 2020 Annual Report. As of December 31, 2020, our non-executive directors held the following number of stock options: Dr. Malik: 24,797,288, Mr. Jasinowski: 10,610,891 and Ambassador Black: 6,484,433.
​
(3)
The non-executive independent directors were compensated on a monthly basis $12,500 for a total of $150,000 annually,($150,000 annually) for their consistent availability on short notice, and participation atin the frequent meetings of the board of directors, leadership of at least one board committee, participation on multiple committees of the board andBoard, commitment to corporate governance initiatives.initiatives, and frequent consultations with management on operational matters. The Company has not yet paid Mr. Jasinowski’s Director fees for a number of years of service.
​
(3)
Ms. Powers and Dr. Boynton are executives of the Company and do not receive separate compensation for their services as a Director.
​

25
TABLE OF CONTENTS​

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Advent BioServices, Ltd.
As previously reported, Advent BioServices, Ltd. (“Advent”) is a related party based in the U.K. and owned by Toucan Holdings, which is controlled by our Chairperson and Chief Executive Officer, Linda F. Powers.who manufactures the Company’s DCVax-L products.1 Advent was previously the U.K. branch of Cognate BioServices until it was spun off from Cognate in late 2016. Since then, Advent has operated independently of Cognate, providing manufacturing and related services for production of DCVax-L products for Europe. On November 8, 2019, the Company entered into an Ancillary Services Agreement with an initial eight-month term for the U.K. Facility Development Activities and Compassionate Use Program Activities,under which is described in Note 10Statements of the financial statements included in the Company’s 2019 Annual Report. This Ancillary service agreement was extended during 2020 for another year to allow the submission and processing of SOWsWork (SOWs) are submitted for work performed under the Agreement, some of which appliedAgreement. In 2021, additional services were provided by Advent to services performed in prior periods. SOWs were presented during 2020 and were included into obtain 2 key regulatory licenses for the Company’s 2020 Annual Report, including providing an immaterial revisionSawston, UK manufacturing facility, to showmanufacture DCVax-L or ADCV (Autologous Dendritic Cell Vaccine) products and support the effectscompassionate use program, and to complete portions of the costs under these SOWs on previous periods.Phase I buildout of the Sawston, facility. The total amount paid by the Company to Advent during 20202021 for services by Advent in 2021 was approximately $5.28$9.4 million. In addition, during 2021 the Company paid Advent approximately $3.88 million for work that was done and invoiced by Advent prior to 2021, but which the Company did not pay for when due in the prior periods. On December 31, 2021, the Company entered into a Sub-lease Agreement with Advent for 14,459 of the 88,000 square foot space in the Sawston facility which is leased by the Company under a separate head lease with a different counterparty.
Related-Party Transaction Approval Policy
Under SEC rules, related-party transactions are those transactions to which we are or may be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors or executive officers or any other related person had or will have a direct or indirect material interest, excluding, among
18
TABLE OF CONTENTS
other things, compensation arrangements with respect to employment or board membership. Any transactions with any person who is, or at any time since the beginning of the Company’s fiscal year was, a director or executive officer or a nominee to become a director of the Company, any person who is known to be the beneficial owner of more than 5% of any class of the Company’s voting securities, any immediate family member or person sharing the household of any of the foregoing persons, any firm, corporation or other entity in which any of the foregoing persons is a partner or principal, is subject to approval or ratification in accordance with the procedures of the Company’s Related-Party Transaction Policy.
Conflicts Committee
The Conflicts Committee of the Board reviews and approvesdecides whether to approve all related-party matters and transactions forin light of potential conflicts of interests and reasonableness, as described in the Corporate Governance Matters section above. The Conflicts Committee’s one-time review and approval of any series of similar related-party transactions (such as a series of transactions governed by a single contract) sufficescan suffice to satisfy this policy with respect to each and every transaction in the series.
Report of the Audit Committee
As part of its specific duties, the Audit Committee reviews our Company’s financial reporting process on behalf of the Board; reviews the financial information issued to stockholders and others, including a discussion of the quality, acceptability and clarity of the information, and monitors our systems of internal control and the audit process. Management is responsible for the preparation, presentation and integrity of our financial statements, accounting and financial reporting principles, and disclosure controls and procedures designed to ensure compliance with accounting standards and applicable laws and regulations. Management also is responsible for objectively reviewing and evaluating the adequacy, effectiveness, and quality of our own system of internal control. Our independent registered public accounting firm is responsible for performing an independent audit of the consolidated financial statements and expressing an opinion on the conformity of those financial statements with generally accepted accounting principles.
​
1
Advent is owned by Toucan Holdings, which is controlled by our Chairperson and Chief Executive Officer, Linda F. Powers.
​

26
TABLE OF CONTENTS

The Audit Committee has reviewed and discussed with management our audited financial statements for the fiscal year ended December 31, 2020.2021. The Audit Committee has discussed with Cherry Bekaert LLP, our Company’s independent registered public accounting firm for the fiscal year ended December 31, 2020,2021, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (the “PCAOB”) and the SEC. The Audit Committee has received the written disclosures and letter from Cherry Bekaert LLP our independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independent registered public accounting firm’s independence. The Audit Committee has also considered whether the provision of services other than the audit of our financial statements was compatible with maintaining Cherry Bekaert LLP’s independence.
Based on the review and discussions referred to in the foregoing paragraph, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20202021 for filing with the SEC.
THE AUDIT COMMITTEE
Jerry Jasinowski
Dr. Navid Malik​
19
27
TABLE OF CONTENTS​

PRINCIPAL ACCOUNTANT FEES AND SERVICES
Fees Paid to Independent Public Accountants
Cherry Bekaert was engaged in January 2021 to serve as our independent public accounting firm beginning with the fiscal year ended December 31, 2020. Marcum served as our independent public accounting firm for the fiscal years ended December 31, 2017, 2018 and 2019, and was engaged to serve in such capacity for 2020. Cherry Bekaert was engaged in January 2021 to serve as our independent public accounting firm beginning with the fiscal year ended December 31, 2020.
Audit Fees
The aggregate fees billed for the fiscal years ended December 31, 2020 and 20192021 for professional services rendered by MarcumCherry Bekaeart for the audit of our annual financial statements (for 2019),for 2021, an independent audit of the Company’s internal controls for 2021, and the review of our financial statements included in our quarterly reports on Form 10-Q and consultationsfor 2021 was $550,000. The fees billed in connection with the fiscal year ended December 31, 2021 for consultation and consents (for both 2020 and 2019) werefrom Marcum for the audit of our annual financial statement for 2021 was approximately $623,000 and $551,000, respectively. $31,000.
The aggregate fees billed in connection with the fiscal year ended December 31, 2020 for professional services rendered by Cherry Bekaert for the audit of our annual financial statement for 2020, including the review of the financial statement information included in our Quarterly Reports on Form 10-Q during 2020, was $300,000. The aggregate fees billed for the fiscal years ended December 31, 2020 for professional services rendered by Marcum for review of our financial statements included in our quarterly reports on Form 10-Q and consultations and consents was approximately $623,000.
Audit-Related Fees
There were no fees billed in the fiscal years ended December 31, 20202021 and 20192020 for assurance and related services rendered by Cherry Bekaert or Marcum 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, 20202021 and 20192020 for professional services rendered by Cherry Bekaert or Marcum 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, 20202021 and 2019.2020.
20
28
TABLE OF CONTENTS​

OTHER MATTERS
Stockholder Proposals for the Next Annual Meeting of Stockholders
Proposals of stockholders intended to be included in our proxy materials for the next annual meeting of stockholders pursuant to Rule 14a-8 under the Exchange Act must be received by us no later than December 24, 2021,[  ], 2023, the 120th day prior to the first anniversary of the date on which this proxy statement was first mailed to our stockholders. Proposals should be addressed to Northwest Biotherapeutics, Inc., 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814, Attention: Secretary.
In addition, our bylaws require that we be given advance notice of stockholder nominations for election to our Board and of other business that stockholders wish to present for action at an annual meeting of stockholders (other than matters included in our proxy statement in accordance with Rule 14a-8). Our corporate secretary must receive such notice no earlier than November 24, 2021July [  ], 2023 and no later than December 24, 2021,August [  ], 2023, 150 days and 120 days prior to the first anniversary of the date on which this proxy statement was first mailed to our stockholders, respectively. If the date on which the next annual meeting of stockholders will be held is changed by more than 30 calendar days from the date of the Annual Meeting, we must receive the notice at least 80 days prior to the date on which we intend to distribute the corresponding proxy statement. In addition to giving notice pursuant to the advance notice provisions of the Company’s bylaws, a stockholder who intends to solicit proxies in support of nominees submitted under these advance notice provisions must also provide the notice required Rule 14a-19, the SEC’s universal proxy rule, to our Corporate Secretary regarding such intent no later than October 31, 2023.
The notice for any stockholder proposal must contain certain information set forth in our bylaws. In addition, stockholder proposals made under Rule 14a-8 under the Exchange Act are required to contain certain information. Therefore, we strongly encourage stockholders interested in submitting a proposal to contact legal counsel with regard to the detailed requirements of applicable securities laws. Copies of our bylaws can be obtained without charge from our corporate secretary.
Submitting a stockholder proposal does not guarantee that we will include it in our proxy statement.
21
29
TABLE OF CONTENTS​

ADDITIONAL INFORMATION
Communication with the Board of Directors
All communications should be in written form and directed to our corporate secretary at the following email address: corpsecretary@nwbio.com.
WHETHER OR NOT YOU PLAN TO ATTEND THE VIRTUAL ANNUAL MEETING, YOU ARE URGED TO VOTE BY PHONE, ONLINE, OR COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ACCOMPANYING ENVELOPE. PROMPT RESPONSES WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING AND YOUR COOPERATION IS APPRECIATED.
By Order of the Board of Directors,
/s/ Linda F. Powers
​
Chairperson of the Board of Directors
April 16, 2021December [XX], 2022
22
30
TABLE OF CONTENTS
[MISSING IMAGE: tm212568d1_pc1.jpg][MISSING IMAGE: tm2231325d1-px_01pg4c.jpg]
01Northwest Biotherapeutics, Inc. TE□□□□ 04ENDORSEMENT_LINE ____ SACKPACK ___ _lll1l•11l111l1111'l'l''l'lllll1lnli111llllllhll11l•l11h1hllh 11lll1l11ll11111l,l,l11MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD2ADD3ADD4ADD5ADD6 C123456789000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext Your vote matters - Jerry JasinowskiFor Withhold1 U P X2. Approval, on an advisory basis,here's how to vote!You may vote online or by phone instead of Northwest Biotherapeutics,Inc.'s 2020 executive compensation.Northwest Biotherapeutics, Inc.Usingmailing this card.OnlineBefore the Meeting vote at www.lnvestorwte orscan the OR code - login details are located in the shadedbar below.Call toll free 1-800-652-V0TE (8683) withinthe USA, US territories and CanadaSave paper, time and money!Sign up for electronic delivery atwww.investorvote.com/NWBOUsing a black inkInk pen, mark your votes with an X as shown in this example.Pleaseexample. Please do not write outside the designated areas.03G4SC++areas. Annual Meeting Proxy Card1234 5678 9012 345IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE...- fl Company Proposals —- The Board of Directors recommends a vote FOR the nomineenominees listed inIn Proposal A 1, and FOR Proposals 2 and 3.1.2-6.1. To elect one membertwo members to our Board of Directors to serve as Class II DirectorIII Directors for a term of three years: For WltflholdFor Wltflhold 01 - Linda F. Powers02 - Dr. Navid Malik 2. To ratify the appointment of Cherry Bekaert LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022;3. To ratify the same stock option awards that were made to the Company's executive officers in 2020 and for which the stockholders already voted in favor in an advisory vote by stockholders at last year's 2021 Annual Meeting;4. To approve, on an advisory basis, the Company's executive compensation;For Against AbstainFor Against AbstainFor Against Abstain 5. To approve the previously reported option awards made in 2020 to the independent directors on the Company's Board of Directors;6. To approve an amendment to the Amended and Restated Certificate of Incorporation, as amended, to increase our authorized shares of common stock,par value $0.001 per share, by 500,000,000 from 1,200,000,000 to 1,700,000,000; and7. To act upon such other matters as may properly come before the meeting or any adjournments or postponements thereof.For Against AbstainFor Against Abstain [I Authorized Signatures - This section must be completed for your vote to be counted. - Date and Sign Below+Please sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer,otticer, trustee, guardian, or custodian, please givefull title.Date (mm/dd/yyyy) —- Please print date below. Signature 1 —- Please keep signature within the box. Signature 2 —- Please keep signature within the box.B Authorized Signatures — This section must be completed for your vote to be counted. — Date and Sign BelowqIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qAnnual Meeting Proxy CardFor Against Abstain4. To act upon such other matters as may properly come beforethe meeting or any adjournments or postponements thereof3. To ratify the appointment of Cherry Bekaert LLP as ourindependent registered public accounting firm for the fiscalyears ending December 31, 2021 and 2020; andFor Against Abstain000004MR A SAMPLEDESIGNATION (IF ANY)ADD 1ADD 2ADD 3ADD 4ADD 5ADD 6ENDORSEMENT_LINE______________ SACKPACK_____________1234 5678 9012 345MMMMMMMMMMMMMMMMMMMMMMMM5 0 3 4 4 6MRbox. C 1234567890 J N T1UPX 503446MR A SAMPLE (THIS AREA IS SET UP TO ACCOMMODATE140 CHARACTERS) MR A SAMPLE AND MR A SAMPLE ANDMR AANOMRASAMPLE ANO MRASAMPlEANO MRASAMPlEANDMRA SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDMR A SAMPLE AND MR A SAMPLE AND MR A SAMPLE ANDC 1234567890 J N TC123456789MMMMMMMMMMMMMMMMMMM000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 ext000000000.000000 extIf no electronic voting,delete QR code and control #Δ ≈You may vote online or by phone instead of mailing this card.Save paper, time and money!Sign up for electronic delivery atwww.investorvote.com/NWBOPhoneCall toll free 1-800-652-VOTE (8683) withinthe USA, US territories and CanadaYour vote matters – here’s how to vote!OnlineBefore the Meeting vote at www.investorvote.com/NWBO orscan the QR code - login details are located in the shadedbar below.During the Meeting vote at www.meetingcenter.io/292908674MRASAMPlEAND MRASAMPlEAND
TABLE OF CONTENTS
[MISSING IMAGE: tm212568d1_pc2.jpg][MISSING IMAGE: tm2231325d1-px_02pg4c.jpg]
SmallThe Annual Meeting of Stockhol ders of Nort hwest Biotherapeutics, Inc. wil l be held onFriday, December 30, 2022 at 1:30 p.m. Easter n T ime at the law firm of Gibson, Dunn and Crutcher LLP,1050 Connecticut Avenue NW, 2nd floor, Washington, DC 20036. Smd steps make an impact.HelpImpact.Help the environment by consenting to receive electronicdelivery, sign up at www.investorvote.com/NWBONoticewww.investorvot e.com/NWBO IF VOl'ING BY MAIL, SIGN, DETACH AND REnlRN THE IIOITOM PORTION IN TIIE fJtcLOSED ENYELOP Proxy - Northwest Blotherapeutlcs, Inc. +Notice of Annual MeetingMeetinQ of StockholdersTuesday, May 18, 2021StockholdersFriday, December 30, 2022 at 4:1:30 p.m. Eastern TimeProxy Solicited by Board of Directors for Annual MeetingLinda F. Powers and Leslie J. Goldman (the "Named Proxies")11Named Proxies n), or any of them, each with the power of substitution, are hereby authorizedauthor ized to represent andvote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting ofStockholders of Stockholdersof Northwest Biotherapeutics, Inc. to be held at 4:1:30 p.m. Eastern Time on Tuesday, May 18, 2021 viaFriday, December 30, 2022 at the Internetlaw firm of Gibson, Dunn andCrutcher LLP, 1050 Connecticut Avenue NW, 2nd floor, Washington, DC 20036, or at www.meetingcenter.io/292908674, or atanyany postponement or adjournment thereof (including, if applicable, on any matter whichanymatter w hich the Board of Directors did not know would be presented at the AnnualMeetingAnnual Meeting by a reasonable time before the proxy solicitation was made ormadeor for the electionelect ion of a person to the Board of Directors if any nominee named inProposalin Proposal 1 becomes unable or unavailable to serve).Shares.Shns represented by this proxy, when properlyproperty executed, willwlll be voted inIn the manner directed herein. If a properlyI property executed proxy isIs returned and no suchdirectionsnosuch clrectlons are indicated,lndlclted, the Proxies will havehive authority to vote FOR the Class IIIII Director nomineenominees listed in Proposal 1, and FOR Proposals 2 and 3. In2-6.In their discretion, theNamedtile Nuned Proxies are authorized to vote upon suchsud! other matters that may properly come before the meetingmeetf119 or any adjournmentanyadjournment or postponement thereof.(ItemsItem s to be voted appear on reverse side.)Proxy — Northwest Biotherapeutics, Inc.qIF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.qC Non-Voting Items++Change II Non-VotilNJ ItemsClalge of Address —Addrm - Please print new address below. Comments —cam.ms - Please print your comments below. Online Meeting AttendanceMarkMN11119 Attlndlllcl Mark box to the right if youplan to attend the AnnualMeeting via the Internet.The Annual Meeting of Stockholders of Northwest Biotherapeutics, Inc. will be held onTuesday, May 18, 2021 at 4:30 p.m. Eastern Time, via the Internet at www.meetingcenter.io/292908674To access the meeting, you must have the information that is printed in the shaded barlocated on the reverse side of this form.The password for this meeting is — NWBO2021AnnualMeeting.