Item 1.01. Entry into a Material Definitive Agreement
On February 6, 2009 Northwest Biotherapeutics, Inc. (the "Company") received $0.70 million from Al Rahji Holdings through the purchase of 1,000,000 shares of its common stock at $0.70 per share. The new stock is expected to be admitted to trading on AIM on 16 February 2009. The Company granted Investors piggyback registration rights for any shares of the Company's common stock issued under the sale of securities. The Securities Purchase Agreement contains customary representations, warranties and covenants.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 2.03 by this reference.
Item 3.02. Unregistered Sales of Equity Securities.
The disclosure under Item 1.01 of this Form 8-K is incorporated into this Item 3.02 by this reference. The Company claims exemption from the registration requirements under the Securities Act of 1933, as amended (the "Securities Act"), with respect to the shares of the Company's common stock issuable pursuant to the Securities Purchase Agreement issued to Al Rahji Holdings under
Section 4(2) of the Securities Act and/or Regulation D thereunder, as transactions not involving any public offering. Al Rajhi Holdings represented and warranted in the warrants that it is an "accredited investor," as defined under the Securities Act. The Company claims this exemption on the basis that appropriate legends will be affixed to stock certificates issued to Al Rajhi Holdings pursuant to the Stock Purchase Agreement. Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired: Not Applicable

(b) Pro Forma Financial Information: Not Applicable

(c) Shell Company Transactions: Not Applicable

(d) Exhibits.

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