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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 x

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2023

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from ______to _______

 Commission File Number: 001-35737

 NORTHWEST BIOTHERAPEUTICS, INC.

 (Exact name of registrant as specified in its charter)

 Delaware

 94-3306718

 (State or Other Jurisdiction of Incorporation or Organization)

 (I.R.S. Employer Identification No.)

 4800
Montgomery Lane, Suite 800, Bethesda, MD 20814

 (Address of principal executive offices) (Zip Code)

 ( 240) 497-9024

 (Registrant's telephone number, including area code)

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of each class:

 Trading Symbol(s):

 Name of each exchange on which registered:

 Common Stock, par value $0.001 per share

 NWBO

 OTCQB

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate by check mark if the registrant is not
required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No x

 Indicate by check mark whether the registrant: (1)
has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act")
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x No

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§
232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such
files). Yes x No

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.
See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and
 "emerging growth company" in Rule 12b-2 of the Exchange Act.:

 Large accelerated filer

 x

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report. x

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No x

 The aggregate market value of the voting and non-voting
common equity held by non-affiliates of the registrant was approximately $ 617,219,000 on June 30, 2023.

 As of April 1, 2024, the registrant had 1,195,357,817
shares of common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 EXPLANATORY NOTE

 On March 5, 2024, Northwest Biotherapeutics, Inc.
(the "Company") filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2023 (the "Original
Form 10-K"). This Amendment No. 1 (the "Amendment") amends Part III, Items 10 through 14 of the
Original Form 10-K to include information previously omitted from the Original Form 10-K in reliance on General Instruction
G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may incorporate by reference certain
information from a definitive proxy statement that involves the election of directors if such definitive proxy statement is filed with
the Securities and Exchange Commission within 120 days after the end of the fiscal year, or, if such statement is not filed by 120 days
after the end of the fiscal year, then by amendment of the annual report. Accordingly, Part III of the Original Form 10-K is
hereby amended as set forth below.

 In addition, as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), new certifications by our principal executive
officer and principal financial officer are filed as exhibits to this Amendment under Item 15 of Part IV hereof, which has been
restated in its entirety.

 Except as stated herein, this Amendment does
not reflect events occurring after the filing of the Original Form 10-K with the Securities and Exchange Commission on March 5,
2024 and no attempt has been made in this Amendment to modify or update other disclosures as presented in the Original Form 10-K.

 NORTHWEST BIOTHERAPEUTICS, INC.

 FORM 10-K

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management
 and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director
 Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibits and Financial Statement Schedules

 SIGNATURES

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE

 Name

 Age

 Position

 Class III Director, Chairperson, President and
 Chief Executive Officer, Chief Financial and Accounting Officer

 J. Cofer Black

 Class I Director

 Dr. Alton L. Boynton

 Class I Director, Chief Scientific Officer and
 Secretary

 Pat Sarma

 Class II Director

 Dr. Navid Malik

 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 from
2010 to 2018. She also has over 16 years' experience in corporate finance and restructurings, mergers and acquisitions, joint
ventures and intellectual property licensing. Ms. Powers has served on the Maryland Stem Cell Research Commission since its
establishment in 2006, and served as the Chair for its first two years of operations. Ms. Powers previously served on the boards of the Rosalind Franklin Society, M2GEN (an affiliate of Moffitt Cancer Center), a
Steering Committee of the National Academy of Sciences evaluating government research funding, and several
Governors' commissions on the development of biotech and other technology 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.

 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 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.

 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.

 Pat
Sarma. Mr. Sarma was appointed to the Board of Directors in March 2024. Mr. Sarma brings decades of experience
as a business executive and as a venture capital investor. One of the companies he founded and built was American Megatrends Inc. (AMI),
which developed hardware, software and firmware components of PC-based systems. AMI developed the AMIBIOS firmware program for IBM-PC
compatibility. The BIOS (Basic Input Output System) is the heart of PC-compatibility and all application programs access the BIOS in
reading from or writing to peripheral units such as drives, keyboards, mouse, etc. AMI also developed, among other software, the
AMI RAID Controller and Management software that was the fastest performer in the industry during the 1990's and early 2000's.
Mr. Sarma's interests in AMI were acquired in 2001, and thereafter he became
a venture capital investor in the private equity markets. He was an owner for a number of years of the N.J. Devils team in the National
Hockey League, and has invested in a diverse range of industries including medical and environmental companies. Mr. Sarma received
a Master's Degree in Industrial Engineering and Operations Research from Georgia Tech and a Bachelor's Degree in Mechanical
Engineering from the University of Madras. We believe that Mr. Sarma's background and experience 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 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.

 EXECUTIVE OFFICERS

 The following table sets forth information regarding
the Company's current executive officers.

 Name

 Age

 Position

 Class III Director, Chairperson, President and Chief Executive Officer, Chief Financial and Accounting
 Officer

 Alton L. Boynton, Ph. D.

 Class I Director, Chief Scientific Officer and Secretary

 Leslie J. Goldman

 Senior Vice President, General Counsel

 Marnix L. Bosch, Ph. D.

 Chief Technical Officer

 Linda
F. Powers. Please see " Director Biographies " above.

 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.

 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.

 CORPORATE GOVERNANCE

 There are no material changes to the procedures
by which security holders may recommend nominees to the Company's board of directors.

 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 Dr. Malik and Mr. Sarma. Our Board of Directors has determined that Mr. Sarma, 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)(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.

 ITEM 11. EXECUTIVE COMPENSATION

 Compensation Discussion and Analysis

 Overview

 This Compensation Discussion and Analysis describes
the compensation program for the Company's principal executive and principal financial officer, and our three most highly compensated
executive officers other than our principal executive and financial officer who were serving as executive officers as of December 31,
2023. We refer to these individuals as our "named executive officers" or "NEOs."

 For purposes of this executive compensation discussion, the names
and positions of our named executive officers for the 2023 fiscal year were:

 Linda
 F. Powers, President and Chief Executive Officer, Chief Financial and Accounting Officer

 Leslie
 Goldman, Senior Vice President and General Counsel

 Marnix
 L. Bosch, Ph. D., Chief Technical Officer and

 Alton
 L. Boynton, Ph. D., Chief Scientific Officer and Secretary.

 Philosophy and Objectives

 Our success is highly dependent on our
ability to attract, retain and incentivize executive officers who possess the skills, competencies and passion that are necessary to
achieve progress in the Company's clinical programs and progress toward eventual commercialization, as well as to contend with
ongoing challenges to the Company's progress. To this end, our compensation program has been developed with the following
overarching principles in mind:

 the
 pay of our NEOs should balance incentivizing performance, ensuring retention and building
 stockholder value and should be linked to the NEO's roles and contributions to the Company's progress.

 the pay of our NEOs should retain and incentivize individual NEOs to perform multiple senior executive roles each, at least until such
time as the Company's progress and resources enable expansion of the management team.

 our
 executive compensation program should enable us to recruit, develop, motivate and retain
 top talent. This is especially critical in a rapidly evolving field such as immuno-oncology, which requires highly specialized knowledge and experience
and for which the talent pool is highly competitive.

 Periodically, management makes
recommendations to the Compensation Committee and the Compensation Committee reviews the objectives and components of our executive
compensation program to assess whether they continue to meet these essential goals. The Compensation Committee Chairman also maintains regular contact with the NEOs to ensure that he not only gets a detailed view of the
performance and milestones achieved by the NEOs and the Company, but also so that he has the ability to personally assess and make available
to the Committee a detailed summary of performance of the NEOs and employees of the Company for the applicable review period.

 To establish compensation parameters for our
named executive officers, our Compensation Committee evaluates each element of compensation separately and the total compensation
for each named executive officer, as well as the compensation levels at similarly situated companies - other oncology biotech
companies who are at a comparable stage of company development as the Company, taking account of the stage of the other companies'
clinical programs and whether they have any products approved or on the market. Based on the reviews and analyses to date, our
Compensation Committee determined that our process for determining executive compensation is appropriate to attract, and
 to retain and incentivize, the key senior executives, and is aligned with stockholder interests.

 Risk Management and Mitigation

 In reviewing our compensation structure in 2023, the Compensation
Committee also considered whether our compensation policies and practices could affect our risk profile and whether such compensation
policies and practices could potentially encourage excessive risk taking by our employees.

 Elements of 2023 Compensation

 Our
 2023 executive compensation program consisted of one primary element—base salary.

 The Company anticipates that bonuses will also be awarded to the NEOs in respect of performance
 during 2023, since the Company believes that 2023 was a year of exceptional progress, including completion and submission to the UK
 regulatory authority of the Company's first application for commercial approval of its DCVax -L immunotherapy, significant progress
 in the development and optimization of its Flaskworks manufacturing system, approval of a commercial manufacturing license for the
 Company's Sawston, UK GMP facility, expansion of the Company's intellectual property portfolio, and achievement of other major
 milestones and progress as described in the Management Discussion and Analysis in the Company's Annual Report on Form 10-K.

 In several prior years, the Company has determined annual bonuses on a delayed basis when additional time was needed for adequate review
and determination. Also in multiple prior years, even after executive bonuses have been determined, awarded and reported in the Company's
filings, the payment of such bonuses has been delayed (in some instances for multiple years) based on resource considerations. For 2023,
the review and determination will be conducted on a delayed basis.

 Base Salary

 Base salary is the fixed portion of an
executive's annual compensation. Base salaries for our NEOs are established based on the individual's scope of
responsibilities, experience, contributions to the Company's progress, and market factors. The Compensation Committee typically
reviews base salaries on an annual basis. The Committee reviews the base salary of our CEO in executive session and recommends
her base salary to the non-executive members of the Board for approval, based on the criteria described above.

 The Compensation Committee does not use a
formulaic approach when setting an executive officer's base salary. However, taking into account the recommendations of our
CEO, the Compensation Committee's assessment includes factors such as the following when determining (or, in the case of the CEO,
recommending to the Board) individual base salary levels:

 the
 nature and responsibility of the executive's position,

 where applicable, the executive's performance of multiple roles that would typically be held by separate executives (with separate compensation)
at other companies,

 competitive considerations for retaining and incentivizing the executive, and

 the
 executive's expertise, tenure, responsibilities and performance.

 Our Compensation Committee held a series of
meetings to review NEOs' compensation and determine 2023 base salaries for NEOs. The Compensation Committee considered information
about pay practices at a substantial number of other oncology biotech companies at a similar stage of development as Northwest
Biotherapeutics (late stage clinical trials, with no products approved or on the market yet), which was gathered by management and
provided to the Committee. The Committee considered each NEO's roles (including performance of multiple roles) and contributions as
well as the Company's strong progress. The Committee also took account of the NEOs' compensation history, including that base
salaries have been the same for three years, in 2020, 2021 and 2022, and that payment of performance based bonuses has tended to be
substantially delayed. The Committee also considered management's recommendations for increases in 2023 base salaries. The Committee
conducted these assessments internally and did not engage an external compensation consultant. The Committee deliberated without
management present.

 In light of the above considerations, the Committee
determined that raises in the NEO base salaries recommended by management were appropriate for 2023, as set forth in the Summary Compensation
Table below. The Committee recommended that the Board approve these raises in base salaries. The Committee noted that bonuses would be
addressed separately at another time.

 The Board met and considered the factors described
above, without management present, and approved the raises in base salaries recommended by the Compensation Committee for Ms. Powers,
Mr. Goldman, Dr. Bosch and Dr. Boynton.

 Annual Bonus Awards

 The Company anticipates making performance based bonus awards in respect of performance during 2023, based on the exceptional milestones
and Company progress achieved during the year, as described above, but has not yet determined the bonuses.

 Our NEOs are eligible to receive an annual bonus taking into account their individual performance and the performance of the Company. The Company
determines Annual Bonus Awards based upon progress achieved in the Company's programs (including clinical development, manufacturing,
intellectual property and finances) and progress toward potential eventual commercialization, as well as the individual's roles
and contributions toward the progress.

 Equity Awards

 The Company did not make any equity compensation awards to
the NEOs in 2023. The Company has made no equity awards in the four years since option awards were last granted in 2020. Overall, the Company has only made equity awards to its key executive
officers twice in the 13 years since 2011 (once in 2017 or 2018*, and once in 2020), except for Dr. Boynton, the Company's Chief Scientific Officer, to whom the Company has only made equity awards three times in these
13 years (2017, 2018 and 2020).

 However, the equity pool reserved for employees and directors established under the Company's Equity Compensation Plan remains in place.
The equity pool includes 20% of the Company's securities, some of which have been issued to employees and directors and some of which
remain available in the pool.

 Additional information regarding the stock
options granted to NEOs four years ago, in 2020, is set forth below in the "Summary Compensation Table" and the
 "Outstanding Equity Awards at 2023 Fiscal-Year End" table.

 Other Compensation Plans

 401(k) Plan. The NEOs are eligible to participate in employee
benefit plans and programs, including long-term disability, to the same extent as the Company's other full-time employees, subject
to the terms and eligibility requirements of those plans. The NEOs also participate in our 401(k) plan, subject to limits imposed
by the Internal Revenue Code, to the same extent as the Company's other full-time employees.

 Other Benefits. We do not maintain any defined benefit pension plans
or any nonqualified deferred compensation plans.

 Limited Perquisites. Perquisites or other personal benefits are not
a significant component of the compensation to our NEOs. We provide limited perquisites to our NEOs, such as coverage of phone and
internet costs.

 * Dr. Bosch received an option award in 2017 but
not 2018. Ms. Powers and Mr. Goldman received an option award in 2018 but not 2017. Only Dr. Boynton, the Company's Chief Scientific Officer, received an option award in both 2017 and 2018.

 Employment Agreements. The Company entered into employment agreements
with each of Ms. Powers, Mr. Goldman Dr. Bosch and Dr. Boynton in 2011. The 2011 agreements have expired. The Company
entered into a new employment agreement with Dr. Bosch, which is currently in effect. The Company plans to enter into new employment
agreements with Ms. Powers, Mr. Goldman and Dr. Boynton in due course.

 Process for Setting Executive Compensation

 Compensation Committee Review

 Our Compensation Committee reviews the
elements of our NEOs' total compensation during the year, to evaluate whether each element is providing appropriate
compensation to retain and incentivize the executive, and to be competitive. In making compensation decisions, the Committee relies
on its own judgment after considering similarly situated companies, and also considers the factors listed above in connection with
base salary determinations and the following factors:

 the executive's scope of responsibilities, including whether the executive is performing multiple senior executive roles;

 the
 executive's leadership, management and technical
 expertise, growth potential, and position in our reporting structure

 overall
 Company and individual performance

 retention
 needs and competitive considerations and

 the
 recommendations of our CEO (except with respect to her own compensation).

 Each year, the Compensation Committee expects to evaluate all elements
of executive officer compensation, after reviewing the prior year's results and the achievement of Company operational and financial
objectives. The purpose of this annual evaluation is to determine whether any changes in an officer's compensation may be appropriate.
The CEO does not participate in the Committee's deliberations regarding her own compensation. At the Committee's request,
the CEO may review with the Committee the performance of the other executive officers. Our Compensation Committee gives substantial weight
to the CEO's evaluations and recommendations because she is particularly able to assess the other executive officers' performance
and contributions.

 Independent Compensation Consultant

 The evaluations and analyses for the 2023 base salaries for the Company's NEOs were done internally, and not by a compensation consultant.

 Compensation Committee Report

 The compensation committee has reviewed and discussed the compensation
discussion and analysis included in this Annual Report on Form 10-K/A with management and, based on such review and discussions, the compensation
committee recommended to our board of directors that the compensation discussion and analysis be included in the Company's Annual
Report on Form 10-K/A for filing with the SEC.

 The foregoing report has been furnished by the
Compensation Committee.

Dr. Navid Malik (Chairperson)

Pat Sarma

 Summary Compensation Table

 The following table sets forth certain information
concerning compensation paid to or accrued for our executive officers, referred to as our Named Executive Officers, during the years
ended December 31, 2023, 2022 and 2021.

 Name and Principal Position

 Year

 Salary

 ($)

 Bonus

 ($) (1)

 Awards

 Total

 ($)

 Linda
 F. Powers (2)

 2023

 925,000

 —

 —

 925,000

 Chairperson, President and Chief Executive
 Officer, Chief Financial and Accounting Officer

 2022

 2021

 700,000

 700,000

 400,000

 300,000

 —

 —

 1,100,000

 1,000,000

 Leslie
 Goldman (3)

 2023

 725,000

 —

 —

 725,000

 Senior Vice President, General Counsel

 2022

 525,000

 300,000

 —

 825,000

 2021

 525,000

 200,000

 —

 725,000

 Marnix
 L. Bosch, Ph. D. (4)

 2023

 453,600

 —

 —

 453,600

 Chief Technical Officer

 2022

 397,500

 200,000

 —

 597,500

 2021

 442,500

 125,000

 —

 567,500

 Alton
 L. Boynton, Ph. D. (5)

 2023

 375,000

 —

 —

 375,000

 Chief Scientific Officer and Secretary

 2022

 350,000

 100,000

 —

 450,000

 2021

 350,000

 75,000

 —

 425,000

 (1)
 The Company plans to award performance bonuses for executives for 2023, in light of the major milestones met and progress made in 2023,
but the bonuses have not yet been determined.

 (2)
 The bonuses in 2022 and 2021 were for Ms. Powers' performance
 during 2022 and 2021, respectively, which were approved in 2023 and 2022, respectively. The
 2021 bonus was paid in March 2023. The 2022 bonus was paid in December
 2023.

 (3)
 The bonuses in 2022 and 2021 were for Mr. Goldman's performance
 during 2022 and 2021, respectively, which were approved in 2023 and 2022, respectively. The
 2021 bonus was paid in March 2023. The 2022 bonus was partially paid as of December 31,
 2023.

 (4)
 Dr. Bosch was relocated to our subsidiary in Netherlands effective
 August 1, 2019. His current annual salary is 420,000 euros, which is equivalent to approximately
 $454,000. Dr. Bosch's compensation is paid in 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
 of $1.08 per euro for fiscal 2023, of $1.06 per euro for fiscal 2022, and of $1.18 per euro
 for fiscal 2021.

 The bonuses in 2022 and 2021 were for Dr. Bosch's
performance during 2022 and 2021, respectively, which were approved in 2023 and 2022, respectively. The 2021 bonus was paid in March 2023.
The 2022 bonus has not been paid.

 (5)
 The bonuses in 2022 and 2021 were for Dr. Boynton's performance
 during 2022 and 2021, respectively, which were approved in 2023 and 2022, respectively. The
 2021 bonus was paid in March 2023. The 2022 bonus has not been paid.

 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, 2023:

 Name

 Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable (1)

 Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Exercise

Price

($)

Expiration

Date

 39,200,000

 (2)

 -

 $

 0.23

 5/28/2028

 Chairperson, President and Chief Executive Officer, Chief Financial
and Accounting Officer

 10,770,429

 (3)

 -

 $

 0.35

 7/2/2030

 32,558,724

 (3)

 -

 $

 0.35

 12/1/2030

 11,789,879

 (4)

 -

 $

 0.55

 9/2/2030

 Leslie J. Goldman

 24,500,000

 (5)

 -

 $

 0.23

 5/28/2028

 Senior Vice President, General Counsel

 6,731,518

 (6)

 -

 $

 0.35

 7/2/2030

 21,822,937

 (6)

 -

 $

 0.35

 12/1/2030

 5,894,939

 (7)

 -

 $

 0.55

 9/2/2030

 Marnix L. Bosch, Ph. D.

 7,740,182

 (8)

 -

 $

 0.25

 6/13/2027

 Chief Technical Officer

 10,798,729

 (9)

 -

 $

 0.35

 7/2/2030

 16,630,726

 (10)

 -

 $

 0.35

 12/1/2030

 Alton L. Boynton, Ph. D.

 2,967,065

 (11)

 -

 $

 0.23

 8/31/2028

 Chief Scientific Officer and Secretary

 3,096,498

 (12)

 -

 $

 0.35

 7/2/2030

 15,697,693

 (13)

 -

 $

 0.35

 12/1/2030

 (1)
 Ms. Powers and Mr. Goldman are subject to a voluntary blocking
 agreement under which they cannot exercise any options, warrants or other derivative securities
 unless they provide the Company at least 61 days' advance notice.

 (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. Following 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. As a result, such derivative securities are
 not considered "beneficially owned" within the meaning of Section 13(d) of
 the Securities Exchange Act of 1934, as amended.

 (3)
 On July 2, 2020, we granted 10,770,429 stock options to Ms. Powers
 for service during several years. 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,
 in 2021 Ms. Powers entered into a voluntary blocking agreement 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. 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.

 On July 2, 2020, we granted 32,558,724 stock options
to Ms. Powers for service during several years. 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. Following 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. As a result, such derivative securities are not considered "beneficially
owned" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

 (4)
 On September 2, 2020, we granted 11,789,879 stock options to Ms. Powers
 for service during several years. The options are exercisable at a price of $0.55 per share,
 and have a 10-year exercise period. Following 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. As a result, such derivative securities are not considered "beneficially owned"
 within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
 amended.

 (5)
 On May 28, 2018, we granted 24,500,000 stock options to Mr. Goldman 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. Following 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. As a
 result, such derivative securities are not considered "beneficially owned" within the meaning of
 Section 13(d) of the Securities Exchange Act of 1934, as amended.

 (6)
 On July 2, 2020, we granted 6,731,518 stock options to Mr. Goldman
 for service during several years. 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,
 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. As a result, such derivative securities are not considered "beneficially owned"
 within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
 amended.

 On July 2, 2020, we granted 21,822,937 stock options to Mr. Goldman for service during several
 years. 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, 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. As a result, such derivative securities are not considered "beneficially owned" within
 the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

 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 December 31, 2023, 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
 for service during several years. The options are exercisable at a price of $0.55 per share,
 and have a 10-year exercise period. Following 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. As a result, such derivative securities are not considered "beneficially owned"
 within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as
 amended.

 (8)
 On June 13, 2017, we awarded 7,940,182 options to Dr. Bosch under the 2007 Stock Plan for service during several
 years. The options are exercisable at a price of $0.25 per share, and had a 5-year exercise period. 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 continued on a monthly basis since then, with
 respect to 20,429,456 options, until it expired on January 12, 2023. Dr. Bosch received no consideration for entry into such arrangement.

 On March 29, 2023, Dr. Bosch cashless exercised
200,000 options.

 (9)
 On July 2, 2020, we granted 10,798,729 stock options to Dr. Bosch
 for service during several years. 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. The suspension agreement expired on January 12, 2023. Dr. Bosch received no consideration for entry into such arrangement.

 (10)
 On July 2, 2020, we granted 16,630,726 stock options to Dr. Bosch
 for service during several years. The options are exercisable at a price of $0.35 per share,
 and have a 10-year exercise period. 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. The suspension agreement
 expired on January 12, 2023. Dr. Bosch received no consideration for entry into such arrangement.

 (11)
 On August 31, 2018,
 we granted 2,967,065 stock options to Dr. Boynton for service during several 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
 thereafter. Dr. Boynton 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 agreement expired on January 12,
 2023. Dr. Boynton received no consideration for entry into such arrangement.

 (12)
 On July 2, 2020, we
 granted 3,096,498 stock options to Dr. Boynton 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. Boynton 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
 agreement expired on January 12, 2023. Dr. Boynton received no consideration for entry into such arrangement.

 On April 4, 2023, Dr. Boynton
assigned all 3,096,498 of these options to his relatives for no consideration.

 (13)
 On July 2, 2020, we
 granted 15,697,693 stock options to Dr. Boynton 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. Dr. Boynton 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 agreement expired on January 12,
 2023. Dr. Boynton received no consideration for entry into such arrangement.

 On July 27, 2022, Dr. Boynton
assigned 3,000,000 options to his relatives for no consideration. On December 6, 2022, Dr. Boynton assigned 9,000,000 options
to his relatives for no consideration. On April 4, 2023, Dr. Boynton assigned the remaining 3,697,693 options to his relatives
for no consideration.

 Option Exercises and Stock Vested

 The following table shows stock option awards
exercised by our Named Executive Officers during the year ended December 31, 2023. No Named Executive Officers vested in any stock
awards.

 Awards

 Name

 Gross Number
 of Shares

 Acquired on Exercise (#)

 Value Realized
 on

 Exercise ($)

 -

 -

 Leslie J. Goldman

 -

 -

 Marnix L. Bosch, Ph. D.

 200,000

 $

 74,000

 (1)

 Alton L. Boynton, Ph. D.

 -

 -

 (1)
 The value realized upon the exercise of a stock option is calculated
 by multiplying (i) the number of shares of our common stock to which the exercise of
 the option related, by (ii) the difference between the per-share closing price of our
 common stock on the date the stock option was exercised and the per-share exercise price
 of the options. Represents the gross value realized prior to any applicable tax withholding.

 Potential Payments
on Termination or Change in Control

 The Company does not currently have any arrangements
that would trigger payments upon termination of a NEO or upon a change in control of the Company. However, the Company plans to enter
into employment agreements with Ms. Powers, Mr. Goldman and Dr. Boynton in due course, which may contain such arrangements.

 CEO Pay Ratio Disclosure

 We are providing the following information about
the relationship of the annual total compensation of our employees and the annual total compensation of our CEO. Based on the information
for fiscal year 2023, we reasonably estimate that the ratio of our CEO's annual total compensation to the annual total compensation
of our median employee was 6.4:1. Our pay ratio estimate has been calculated in a manner consistent with Item 402(u) of Regulation
S-K using the data and assumptions summarized below.

 We identified our median compensation
employee by examining total compensation paid for fiscal year 2023 to all individuals, excluding Ms. Powers, who were employed
by us on December 31, 2023, the last day of our fiscal year, based on payroll records. No assumptions, adjustments or estimates
were made in respect of total compensation, except that we annualized the compensation of any employee that was not employed with us
for all of fiscal year 2023. We excluded independent contractors who are engaged full time by us. We also excluded independent
contractors retained on an as-needed basis, whose compensation is determined by an unaffiliated third party, and who are therefore
are not considered our employees for purposes of the pay ratio calculation.

 Once we identified our median employee, we calculated
such employee's annual total compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation
S-K, resulting in that employee's annual total compensation of $145,000. The median employee's annual total compensation
includes annualized base salary, annualized bonus during the fiscal year ended December 31, 2023.

 With respect to the CEO, we used the amount reported
as total compensation in the Summary Compensation Table. Any estimates and assumptions used to calculate total annual compensation are
described in footnotes to the Summary Compensation Table.

 Compensation Committee Interlocks
and Insider Participation

 None of our officers currently serves, or in
the past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board
of directors.

 DIRECTOR COMPENSATION

 The following table sets forth certain information
concerning compensation paid or accrued to our non-executive directors during the year ended December 31, 2023.

 Name (2)

 Year

 Fees

 Earned or
 Paid in Cash ($)

 Awards($)

 Total

 ($)

 Dr. Navid Malik

 2023

 —

 Jerry Jasinowski

 2023

 —

 J. Cofer Black

 2023

 —

 The non-executive independent directors were
compensated on a monthly basis $12,500 ($150,000 annually) for their consistent availability on short notice, participation in the frequent
meetings of the board of directors, leadership of at least one board committee, participation on multiple committees of the Board, commitment
to corporate governance initiatives, and frequent consultations with management on operational matters. The Company owed Mr. Jasinowski
$275,000 as of December 31, 2023.

 Ms. Powers and Dr. Boynton are executives
of the Company and do not receive separate compensation for their services as a director.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS-EQUITY COMPENSATION PLAN INFORMATION

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT

 The following table presents information regarding
the beneficial ownership of our common stock as of April 1, 2024 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 Stock beneficially owned and
the respective percentages of beneficial ownership of Common 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 April 1,
2024, and we assume no exercise of any options, warrants and other securities by any other person or entity. Shares issuable pursuant
to the exercise of stock options and warrants exercisable on or prior to the date 60 days after April 1, 2024 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)

 Directors and Officers:

 Alton L. Boynton, Ph. D.

 2,979,254

 *
 %

 Marnix L. Bosch, Ph. D., M.B.A.

 35,298,794

 2.9
 %

 Linda F. Powers(2)

 29,411,759

 2.5
 %

 Leslie J. Goldman(3)

 172,742

 *
 %

 Dr. Navid Malik

 24,007,288

 2.0
 %

 Pat Sarma

 12,535,165

 1.0
 %

 J. Cofer Black

 6,484,433

 *
 %

 All executive officers and directors as a group (seven
 persons)

 110,889,435

 8.8
 %

 * Lees 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
1,195,357,817 shares of Common Stock issued and outstanding as of April 1, 2024. 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 Stock subject to options and warrants currently exercisable or convertible,
or exercisable or convertible within 60 days of April 1, 2024, and we also deemed no shares of Common Stock to be outstanding pursuant
to warrants or options held by any other person. However, we did not deem such shares outstanding for the purpose of computing the percentage
ownership of any other person.

 (2)
 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 several years. In 2021, Ms. Powers entered into a voluntary
 blocking agreement with the Company pursuant to 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 calendar days' advance 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.

 (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 several years. In 2021, Mr. Goldman entered
 into a voluntary blocking agreement with the Company under which Mr. Goldman cannot
 exercise or convert of 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 calendar days' advance 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.

 EQUITY COMPENSATION PLAN INFORMATION

 On May 29, 2020, the Board of Directors
of the Company approved a new equity compensation plan (the "Plan"). The Company's prior plan was adopted in 2007,
was updated in amended and restated plans that were approved by shareholders in 2012 and 2013, and expired in 2017 (the "Prior
Plan").

 The Plan is substantially similar to the Prior
Plan. The Plan has a 10-year life, and allows for awards to employees, directors and consultants of the Company, as did the Prior Plan.
The Plan allows for any type of equity security to be awarded, as did the Prior Plan. The awards and their terms (including vesting)
will be determined by the Board and applicable Committees, as was the case under the Prior Plan. The Plan establishes a pool of potential
equity compensation equal to twenty percent of the outstanding securities of the Company, which is on an evergreen basis as under the
Prior Plan.

 On February 25, 2022, the Company amended
its existing Equity Compensation Plan, which was adopted in 2020 as previously reported. The amendment provides that the possible
forms of awards under the Plan include awards paid in cash or awards paid in a combination of cash and equity, in addition to the existing
provisions for awards made in any form of equity. The amendment also clarifies that a delegation of authority from the Board to
a Committee may be either a general delegation or a delegation for a specific occasion.

 ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

 Advent BioServices, Ltd.

 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. Advent was previously the U.K. branch of Cognate 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.

 The Company had three operational programs
with Advent: (a) an ongoing development and manufacturing program at the GMP facility in London, (b) an ongoing development
and manufacturing program at the Sawston GMP facility, and (c) a one-time program for specialized work, organized into ten sets
of one-time milestones, which were substantially completed as of December 31, 2023, for the following:

 Qualifying for and obtaining three required
 licenses for the Sawston facility: a license from the Human Tissue Authority to collect and process human cells and tissues, a license
 from the MHRA for manufacturing for clinical trials and compassionate use cases, and a license from the MHRA for commercial manufacturing.

 Six workstreams relating to
 product matters required for an application for regulatory approval of DCVax-L, including Comparability, Stability, Potency, Product
 Profile, Mechanism of Action and Fill/Finish.

 Drafting and submission
 of key portions of the first application for product approval (MAA).

 Each of the three operational programs
is covered by a separate contract. The ongoing manufacturing in the London facility is covered by a Manufacturing Services Agreement
("MSA") entered into on May 14, 2018. The development and manufacturing program at the Sawston facility is covered by
an Ancillary Services Agreement entered into on November 18, 2019. The specialized work associated with the ten sets of one-time
milestones is covered by an SOW 6 entered into under the Ancillary Services Agreement as of April 1, 2022 and amended on September 26,
2022 and September 26, 2023. The 2023 amendment extended the SOW 6 service period for about six months, through March 31, 2024.

 The Ancillary Services Agreement establishes
a structure under which the Company and Advent negotiate and agree upon the scope and terms for Statements of Work ("SOWs")
for facility development activities and compassionate use program activities. After an SOW is agreed and approved by the Company, Advent
will proceed with, or continue, the applicable services and will invoice the Company pursuant to the SOW. Since both the facility development
and the compassionate use program involve pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement
is on the basis of costs incurred plus fifteen percent. The SOWs may involve ongoing activities or specialized one-time projects
and related one-time milestone payments. The Ancillary Services Agreement was to end in July 2023, but the Company extended the
term by 12 months to July 2024 with no other changes.

 SOW 6 provides for ongoing baseline costs for
manufacturing at the Sawston facility and one-time milestone incentives for (a) regulatory approval of each of the three licenses
required for the Sawston facility, (b) successful completion of each of the six workstreams and (c) completion of drafting
key portions of applications for product approval. The milestone incentives are a combination of cash and stock, and are not paid until
the milestone is achieved and earned.

 During the year ended December 31,
2023, the Company paid an aggregate of $5.0 million in cash, of which $1.0 million was related to two milestones
that were completed and fully expensed in 2022, but was unpaid as of December 31, 2022, $4.0 million was payment for four
completed one-time milestones (MAA workstream for Mechanism of Action, obtaining a commercial manufacturing license from the MHRA in
March 2023 and completion of drafting key portions of the first application for commercial approval and submitting the
application to MHRA for product approval). The Company issued 4.5 million common shares as a result of completion of the
two one-time milestones (obtaining a commercial manufacturing license from the MHRA and completion of drafting and submitting the
MAA application for approval in the U.K.) at fair value of $3.2 million, of which $0.6 million was recognized during the year ended
December 31, 2023 and $2.6 million had already been recognized (but not paid) in 2022.

 As of December 31, 2023, $0.5 million was
unpaid and 1.5 million common shares were pending to be issued in regard to the completed milestone (submission of the application to
MHRA for product approval).

 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 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 decides whether to approve all related-party matters and transactions in light of potential conflicts of interests and reasonableness,
as described in the Corporate Governance Matters section above. The Conflicts Committee's review and approval of any series of
similar related-party transactions (such as a series of transactions governed by a single contract) can suffice to satisfy this policy
with respect to each transaction in the series.

 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 Sarma, and Ambassador Black to be independent. In addition, Jerry Jasinowski, who retired
as a director on March 8, 2024, was independent during his service on the Board of Directors in 2023.

 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

 PRINCIPAL ACCOUNTANT FEES AND SERVICES

 Fees Paid to Independent Public Accountants

 Cherry Bekaert has served as
our independent public accounting firm for the fiscal years ended December 31, 2020, 2021, 2022 and 2023 and was engaged to serve
in such capacity for 2024.

 Audit Fees

 The aggregate fees billed for the fiscal years
ended December 31, 2023 for professional services rendered by Cherry Bekaeart for the audit of our annual financial statements for
2023, an independent audit of the Company's internal controls for 2023, and the review our financial statements included in our
quarterly reports on Form 10-Q for 2023 was $614,000.

 The aggregate fees billed in
connection with the fiscal year ended December 31, 2022 for professional services rendered by Cherry Bekaert for the audit of our
annual financial statement for 2022, including the review of the financial statement information included in our Quarterly Reports on
Form 10-Q during 2022, was $550,000.

 Audit-Related Fees

 There were no fees billed in
the fiscal years ended December 31, 2023 and 2022 for assurance and related services rendered by Cherry Bekaert 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, 2023 and 2022 for professional services rendered by Cherry Bekaert 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,
2023 and 2022.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 The Exhibits listed below are identified by numbers
corresponding to the Exhibit Table of Item 601 of Regulation S-K. The Exhibits designated by an asterisk (*) are management contracts
or compensatory plans or arrangements required to be filed pursuant to Item 15.

 EXHIBIT INDEX

 Exhibit

 Number

 Description

 3.1

 Seventh
 Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant's Amendment
 No. 1 to the Registration Statement on Form S-1(File No. 333-134320) on July 17, 2006).

 3.2

 Third
 Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 filed with the Registrant's Current Report
 on Form 8-K on June 22, 2007).

 3.3

 to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 filed with the Registrant's
 Current Report on Form 8-K on June 22, 2007).

 3.5

 to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant's
 Quarterly Report on Form 10-Q on May 21, 2012).

 3.6

 to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant's
 Current Report on Form 8-K on September 26, 2012).

 3.61

 to Seventh Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 filed with the Registrant's
 Current Report on Form 8-K on January 13, 2023).

 3.7

 to Third Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.1 filed with the Registrant's Current
 Report on Form 8-K on December 11, 2012).

 3.8

 Amended
 and Restated Certificate of Designations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 filed
 with the Registrant's Current Report on Form 8-K on December 21, 2017).

 3.9

 Amended
 and Restated Certificate of Designations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 filed
 with the Registrant's Current Report on Form 8-K on January 4, 2018).

 3.91

 Certificate
 of Elimination of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (incorporated by reference to
 Exhibit 3.1 filed with the Registrant's Current Report on Form 8-K on July 26, 2022).

 3.92

 Certificate
 of Designations of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 filed with the Registrant's
 Current Report on Form 8-K on July 26, 2022).

 4.1

 Description
 of Securities

 4.2

 Form
 of common stock certificate (incorporated by reference to Exhibit 4.1 filed with the Registrant's Amendment No. 3 to the Registration
 Statement on Form S-1 (Registration No. 333-67350) on November 14, 2001).

 4.3

 Form
 of Warrant Agency Agreement by and between Northwest Biopharmaceuticals, Inc. and Computershare Trust Company, N.A. and Form of Warrant
 Certificate (incorporated by reference to Exhibit 4.2 filed with the Registrant's Form S-1 on December 4, 2012).

 10.49

 Series
 E Common Stock Purchase Warrant (incorporated by reference as Exhibit 10.2 filed with the Company's Current Report on Form
 8-K/A on September 19, 2016).

 10.50

 Registration
 Rights Agreement dated August 22, 2016 (incorporated by reference as Exhibit 10.3 filed with the Company's Current Report on
 Form 8-K/A on September 19, 2016).

 10.64

 Form
 of Warrant Repricing Letter Agreement dated August 7, 2017 by and between Northwest Biotherapeutics, Inc. and a certain institutional
 investor (incorporated by reference as Exhibit 10.1 filed with the Company's Current Report on Form 8-K on August 7, 2017).

 10.65

 Form
 of Series A Common Stock Purchase Warrant (incorporated by reference as Exhibit 10.2 filed with the Company's Current Report
 on Form 8-K on August 7, 2017).

 10.66

 Form
 of Securities Purchase Agreement, dated September 20, 2017, by and between Northwest Biotherapeutics, Inc. and certain institutional
 investors (incorporated by reference as Exhibit 10.1 filed with the Company's Current Report on Form 8-K on September 22, 2017).

 10.67

 Form
 of Class A Common Stock Purchase Warrant (incorporated by reference as Exhibit 10.2 filed with the Company's Current Report
 on Form 8-K on September 22, 2017).

 10.70

 Form
 of Class D-1 Common Stock Purchase Warrant (incorporated by reference as Exhibit 10.1 filed with the Company's Current Report
 on Form 8-K on December 7, 2017).

 10.72

 Form
 of Subscription Agreement (incorporated by reference as Exhibit 10.3 filed with the Company's Current Report on Form 8-K on
 December 7, 2017).

 10.73

 Settlement
 and Amendment Agreement (2016 Obligations Agreement), dated as of December 31, 2017, by and between Northwest Biotherapeutics, Inc.
 and Cognate BioServices, Inc.

 10.74

 Settlement
 and Amendment Agreement (2017 Obligations Agreement), dated as of December 31, 2017, by and between Northwest Biotherapeutics, Inc.
 and Cognate BioServices, Inc.

 10.75

 Note
 and Loan Agreement, dated as of March 14, 2018, by and between Northwest Biotherapeutics, Inc. and Linda F. Powers.

 10.76

 Note
 and Loan Agreement, dated as of March 19, 2018, by and between Northwest Biotherapeutics, Inc. and Linda F. Powers.

 10.78

 Form
 of Loan Agreement, dated as of November 7, 2018, by and between Northwest Biotherapeutics, Inc. and a Group of Private Lenders.

 10.79

 Contract
 Relating to Sale of Spicers, Sawston, Cambridge, dated as of December 5, 2018, by and between Aracaris Capital Limited and Huawei
 Technologies Research & Development (UK) Limited.

 10.80

 Lease
 Relating to Vision Centre, Sawston, Cambridge, by and between Aracaris Capital Limited and Aracaris Limited, dated as of December
 14, 2018.

 10.81

 Equity
 Compensation Plan, dated May 29, 2020.

 10.82

 Note
 and Loan Agreement, dated August 14, 2021, by and between Northwest Biotherapeutics, Inc. and Iliad Research and Trading L.P.

 10.83

 Agreement
 to acquire Flaskworks, L.L.C, August 28, 2020.

 10.84

 Change
 in Registrant's Accountants (incorporated by reference as Exhibit 16.1 filed with the Company's Current Report on Form
 8-K January 26, 2021).

 10.85

 Loan
 Agreement, dated March 1, 2021, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C.

 10.86

 Loan
 Agreement, dated November 22, 2021, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C (incorporated
 by reference to Exhibit 10.86 filed with the Registrant's Annual Report on Form 10 - K on March 1, 2022).

 10.87

 Sub-lease
 Agreement, dated December 31, 2021, by and between Aracaris Ltd. and Northwest Biotherapeutics, Inc. (collectively the "Sub-Lessor")
 and Advent BioServices, Ltd. (the "Sub-Lessee").

 10.88

 Loan
 Agreement, dated September 26, 2022, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C (incorporated
 by reference to Exhibit 10.88 filed with the Registrant's Annual Report on Form 10 - K on February 28, 2023).

 10.89

 Loan
 Agreement, dated March 2, 2023, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C.

 10.90

 Loan
 Agreement, dated November 10, 2023, by and between Northwest Biotherapeutics, Inc. and Streeterville Capital, L.L.C.

 21.1

 Subsidiaries
 of the Registrant.

 23.1

 Independent
 Registered Public Accounting Firm's Consent.

 31.1

 Certification
 of the Principal Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 32.1

 Certification
 of the Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 and included in Exhibit)

 *Confidential information in this exhibit has
been omitted and filed separately with the SEC pursuant to a confidential treatment request.

 ITEM 16. FORM 10-K SUMMARY

 None.

 SIGNATURES

 Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.

 NORTHWEST BIOTHERAPEUTICS, INC.

 (Registrant)

 Date: April 29,
 2024

 By:

 /s/

 Linda F. Powers,

 President and Chief Executive Officer

 Principal Executive Officer

 Principal Financial and Accounting Officer