Material Event (Form 8-K)

On December 12, 2025, the Company entered into a Stipulation and Agreement of Compromise, Settlement, and Release (the "Settlement Agreement") with Lead Plaintiff F. Glenn Schaeffer ("Plaintiff") for settlement of litigation pending in the Delaware Court of Chancery relating to option awards made in 2020 to Company management and directors. The Settlement Agreement is the culmination of approximately a year of negotiations and a mediation in mid-September. Under the terms of the Settlement Agreement, the Company's insurance carriers will pay $2.25 million to the Company, 17% of the challenged 2020 options will be cancelled, and the parties will fully, finally, and forever resolve, discharge, and settle claims against each other (including both the original Complaint and the amended Complaint).

The Company understands that the Plaintiff intends to apply to the Court for an award of up to $3,500,000 in attorneys' fees and expenses in connection with the litigation. Any fee award will be paid separately by the Company's insurers. The Settlement Agreement expressly provides that the cash payment to the Company from the Company's insurers is not to be used for any payment of a fee award. The Settlement Agreement and any award of fees and expenses are subject to approval by the Court at a hearing scheduled for 1:30 pm ET on March 16, 2026, at the Leonard L. Williams Justice Center, 500 North King Street, Wilmington, Delaware 19801.

The description and summary of the Settlement Agreement herein is qualified in its entirety by reference to the Settlement Agreement, which is available on the "Investors & Media" section of the Company's website at https://www.nwbio.com/ along with a copy of the Settlement Notice.