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Plaintiff, COMPLAINT
-against-
Defendant.
Chardan Capital Markets, LLC (Chardan) by its attorneys, Olshan Frome Wolosky
LLP, for its Complaint against Northwest Biotherapeutics, Inc. (NWBO or the Company)
states as follows:
Introduction
1. This action arises out of NWBOs unjust enrichment from Chardans efforts and
action between citizens of different states, and the amount in controversy exceeds the sum or
value of $75,000. Venue is proper pursuant to 28 U.S.C. 1391(b)(2), as a substantial part of the
events giving rise to the claim asserted occurred in this District. Additionally, all parties have
agreed that any action to enforce the Agreement on which this action is based shall be brought
3. Plaintiff Chardan is a limited liability company organized under the laws of the
State of New York, with an address at 17 State Street, Suite 1600 New York, NY. For diversity
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purposes, Chardan is a citizen of the States of New York and New Jersey.
Delaware, with its principal place of business in Bethesda Maryland. For diversity purposes,
annexed as exhibit A, to act as NWBOs exclusive placement agenton a best efforts basis in
connection with the offering of securities by NWBO to potential investors. Chardan fully
performed under the Agreement and successfully placed $10 million in securities on December
27, 2016. Section 9(b) of the Agreement entitled Chardan to its customary fees if NWBO raised
capital within the next six months from any person or entity listed on Schedule 1 to whom the
Placement Agent introduced the Company or with whom there have been discussions or
negotiations about an investment in the Company during the term of the Placement Agents
that NWBO would soon execute another Placement Agent Agreement, Chardan went to work to
review and analyze the Companys finances and to locate potential investors to subscribe for
securities. Through effort and skill, Chardan swiftly obtained financing commitments from
investors in excess of $6 million and was well on its way to a successful completion of the
placement. In fact, Chardan had all of the executed investor subscription pages in escrow.
Throughout, Chardan proceeded in reliance on NWBOs assurances that Chardan was indeed the
placement agent and that an agreement would be prepared to memorialize its efforts,
compensating Chardan at the standard fee of 8% of capital raised. Chardan was ready willing and
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able and in fact did raise the capital requested by NWBO. At the last minute, NWBO
announced that it had awarded the deal to another firm. That firm relied on Chardans efforts,
obtaining at least $3 million in funds from investors located by Chardan and covered by Section
9(b) of the Agreement. Defendant NWBO has refused to compensate Chardan for its efforts or to
2017, receiving benefits from Chardans skill and labor for which, in equity and good
million.
12. The Agreement provides that it shall be construed and enforced in accordance
with the laws of the State of New York without regard to principles of conflicts of law.
13. Under the plain language of Section 9(b) of the Agreement, NWBO was obligated
14. Defendant NWBO has acknowledged its obligation under Section 9(b) of the
Agreement, but to date has paid only the sum of $50,000 to Chardan.
15. NWBO has breached its obligation to Chardan under the Agreement.
16. Chardan has performed all of its obligations under the Agreement.
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17. As a direct result of NWBOs breach of the Agreement, Chardan has been
WHEREFORE, Chardan prays that the Court enter judgment in favor of Chardan and
against NWBO in the amount of at least $1 million; together with interest at the rate of 9% per
annum; together with all attorneys fees and costs incurred by Chardan in connection with this
action; and such other and further relief as the Court deems just and proper.
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