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I read it a bit differently.
The context is likely to be an ongoing discussion between nwbo and NASDAQ of a remediation plan proposed by nwbo. That makes it perfectly reasonable that the idea of a reverse split was a mutual discussion point rather than something NASDAQ was forcing or encouraging.
Didn't happen, so all water under the bridge anyway.
I see one major problem with your scenario.
Disclosing anything about the trial to such investors would constitute "selective disclosure" of material non-public information. That's illegal under US securities law, and not a mistake likely to be made by the 2 lawyers running nwbo.
Your version works. I tend to think of it in algorithmic terms.
Two steps forward, one step back, another multi-month process, iterate.
320 days since data lock.
Keep predicting TLD every day, and maybe you'll eventually be right, but probably not soon.
That puts him in the company of everyone posting here.
Remember the spring 2020 contest to pick TLD date? Every single long picked a date in 2020. Even the most skeptical choices were too optimistic.
I agree.
nwbo has not resolved the issues that led to downlisting. They need laser focus on TLD and fundraising. Anything else is an unnecessary distraction.
They're not ready. It would not accomplish much. If TLD isn't great, listing venue is irrelevant.
It really doesn't matter whether nwbo sat on Direct or lacked funds, either way it remains idly on the shelf.
I said nothing about conditional approval.
Comparing dcvax-Direct to a worldwide pandemic is nonsense.
Let's try to add a bit of reality about Direct.
Given the difficulties with the dcvax-L trial, do you think nwbo would skip over P2? Probably not. That's a couple of years, and they need time to fully plan a P3 anyway.
Does it use the same approach as they're now trying with dcvax-L, with historical comparison of OS over 5 years? For a large enough trial, it would take a year (or more) to fully recruit, then another 5 to lock data.
So a couple of years for P2, a year to recruit, 5 years to OS data. That's more like 2030 rather than 2023.
There not "my" warrant numbers. They're nwbo's straight from 10-Q.
They're supposed to keep Shares Outstanding below Shares Authorized. It shouldn't be a surprise that it is so. Linda is tap dancing as fast as she can to keep it that way.
Consider setting aside a few million shares for debt to equity deals as they have done these pretty consistently.
I think your exercise is rather pointless. If nwbo releases positive TLD, they'll have a variety of choices to raise funds at better terms. Happy shareholders would approve any necessary modifications.
What they cannot fund (and likely never could fund) is the "go it alone" option. The way nwbo has stumbled its way through the trial process, even the most patient shareholder shouldn't want to wait years for them to learn all the other pieces by trial and error.
@PoorMan, the relevant SEC code is
1)(i) A person shall be deemed to be the beneficial owner of a security, subject to the provisions of paragraph (b)
of this rule, if that person has the right to acquire beneficial ownership of such security, as defined in Rule 13d–3(a)
(§ 240.13d–3(a)) within sixty days, including but not limited to any right to acquire: (A) Through the exercise of
any option, warrant or right; (B) through the conversion of a security; (C) pursuant to the power to revoke a
trust, discretionary account, or similar arrangement; or (D) pursuant to the automatic termination of a trust, dis-
cretionary account or similar arrangement;
So clearly the goal is to exclude the shares underlying those options from the SEC definition of Beneficially Owned. The question is why.
I don't think it is related to personal dealing or financial planning. The maneuver does keep Linda and Les below 5% for proxy purposes, but it does not change their requirement for SEC ownership filings since both are nwbo officers.
So the goal has to be at the corporate level rather than personal. For nwbo overall, the maneuver keeps Fully Diluted shares below the 1.2B share authorization limit. It assures that warrant exercise cannot push them over the limit.
Advent's website says "Our clients consist of International Pharma, Emerging Biotechnology/Gene and cell therapy companies. "
I did not see a list of specific clients or products, but the text certainly implies multiple customers.
@Hank, yes, but I wanted to quote the 10-Q exactly, which omits (000) in the table.
You are definitely off on the warrant count. Trying to back into it from warrant liability is silly when the actual number is in the 10-Q.
Stock Purchase Warrants
Outstanding as of June 30, 2021 312,035
I applaud your effort to do some calculations, but use factual data when it is available rather than estimates.
All numbers below are from the latest 10-Q except where noted.
Shares Out 874 (recent number, quarter end was 857)
Options 305 (245 subject to 61 day notice, a few not vested)
Warrants 312 ( some exercised early July, 59m suspended)
So if you ignore the games about notice and suspension, you are correct that it is close to 1.5 billion fully diluted.
It would be easier and more accurate to use nwbo's number from the 10-Q.
Weighted average shares outstanding - diluted 1,159,076
Since that is an average over the quarter, and we know the number has risen, so the ending number must be a bit higher.
Linda Powers says your numbers are off a bit.
Bet that's not how it plays out.
Just as with Cognate, the benefits will accrue to Toucan and Linda Powers rather than nwbo longs.
Perhaps the simplest explanation fits best.
No one at nwbo has ever taken a drug through approval. They had no idea what they were doing, which is why multi-month processes keep getting added to the schedule.
When Linda talked about big pharma only bringing a checkbook, she was woefully ignorant of the institutional knowledge nwbo was missing.
Inexperience plus arrogance is not a great excuse, but certainly more palatable than malicious intent.
I think you got that absolutely right. The loan clause is a nit of no significance.
We've seen 5+ years of a wide assortment of moves by nwbo interpreted as meaning TLD is imminent; hiring of Merck guy, redemption of Preferred, sale of Cognate, etc. etc. etc.
Shares Authorized is 1.2 billion.
Currently outstanding is 872m
On a fully diluted basis (converting all options, warrants), nwbo is already well over the authorization limit. I don't think that is good governance, but it's not an immediate problem.
nwbo also has authorization for 100m Preferred, none outstanding. When they have sold Preferred in the past, it was always Convertible Preferred.
At a glance, it looks like a fairly clean quarter.
$3.7m in cash 6/30/21
Added $5.7m in three Subsequent Events; warrant exercise, note, VAT refund.
Notes payable (both current and non-current) are up from Q1, so they are conserving cash.
Total Operating Costs (R&D + G&A) $12.8m for the second quarter, so it is reasonable to expect some financing activity this quarter.
Totally agree. It speaks to basic civility.
Just saying "nonsense" adds zero value to the discussion. It is trolling and insulting rather than contributing any ideas.
Is that first line actually 8/14?
nwbo is required to file something by Monday, either 10-Q or NT.
If it is an NT filing, don't read too much into it as it is often only a day or two late.
Even a longer delay does not necessarily imply significance. They were once over a month late for a German tax issue that was less than $1m.
Powers banked quite a bit of cash selling Cognate, with no benefit to nwbo shareholders.
Given how well the Cognate deal worked for Linda, do you seriously believe that Powers structured Advent differently? I think you are being naive.
That's great for Linda Powers who owns Advent via Toucan. Doesn't do much for nwbo shareholders who do not own Advent.
No doubt the nwbo naked shorters include Santa Claus, Bigfoot, and the Easter Bunny. Can't disprove any of them by your logic.
Did you even read the line above the one you quote?
I do not believe the nwbo naked short thesis because there is zero evidence to support it.
I reported a data point. No agenda, just data.
With 870m shares outstanding, 12m is not significant. Even that modest amount is likely hedged by warrants.
I do not believe the nwbo naked short thesis because there is zero evidence to support it.
If you want one point to know about nwbo short interest, it is that there is zero short squeeze potential.
nwbo short data is out for 7/30, 12.4m, up 0.6% from 7/15
DocLogic, real expertise requires specific education and years of professional experience, not just reading a bit.
nwbo ran a party line up the flagpole, and lots of folks blindly salute.
If anyone of those defending the nwbo silent period had any actual expertise in legal or regulatory matters, your post might make sense.
You are correct. The whole nwbo "quiet period" is total nonsense. There is no such requirement from SEC, FDA, or any other regulator.
Think of the time you can save by ignoring those posts and posters.
I said nothing about revenue or investability. You totally changed the subject, as per usual.
I prefer to stick to financials, but until the 10-Q, there's not much finance to discuss. 10-Q should be out this week, so hopefully nwbo continues its streak of two filings in a row on time.
The PR shows that there is material non-public information (reason for screening hold) that nwbo has hidden for 6 years.
That was the original claim. You asked for a link, which I provided. Did you read it? Any parts you don't understand?
Here's a link to a 2015 PR talking about the screening hold.
https://nwbio.com/nw-bio-confirms-phase-iii-trial-of-dcvax-l-for-gbm-brain-cancer-is-ongoing/
Still not explained 6 years later.
That tells you that Linda Powers is building Advent into another CRO, an approach that was quite lucrative in selling Cognate.
It tells you nothing about trial success.
You've been around ihub long enough to recall how every move by Cognate was supposed to forecast nwbo trial success. Same story, different year.
Senti also posted from the 10-K.
"The statistical analysis plan uses external control patients rather than within-study controls. There can be no assurance that regulatory authorities will allow a product approval to be based upon this approach."
What we don't know is the alpha spend in the new plan. Even though treatment vs placebo is still on the list, it may not have any alpha assigned.
How do you ignore a factor that might have significant explanatory power as to why recent trials have better results than earlier trials?
If the trial is treatment vs placebo, it may not be an issue.
If nwbo compares to historical comps, and there is a clear bias toward newer data due to surgical improvements, that cannot be ignored.