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It is also interesting to look at nwbo share issuance due to Q1 options exercise which is all employees or Board.
For cash: 183k shares (average strike .25, so about $45k to nwbo)
Cashless: 3695k shares
I don't believe that nwbo management is providing guidance on whether to exercise warrants. That runs a risk of violating Sarbanes-Oxley rules on selective disclosure.
Warrant exercise is a decision of the warrant holder rather than something nwbo can manage at its discretion.
nwbo has not disclosed any direct sales of shares in 2021, but they have done debt conversion deals that result in issuance.
Even if you assume all the increase in share count was due to warrants converted for cash rather than cashless exercise, the amount of cash raised would be a multiple of the warrant exercise price (average is .25) rather than the current stock price (1.50).
Warrant exercise might have raised as much as $2m.
If they sold stock in the market, your numbers could be correct, but nwbo would usually make an 8-K filing for such a case.
You're wrong, about pretty much everything I think.
Downlisting was nwbo's choice, but only in the sense that they "chose" right before NASDAQ was going to force them out for repeatedly violating financing rules.
I don't believe the nefarious forces argument. Or the naked shorting claims.
nwbo is a company with zero prior experience getting FDA approval. They've blundered repeatedly due to lack of experience. Some of that is CEO hubris, like believing that all big pharma could contribute was cash. She has consistently underestimated the time, cost, and difficulty.
It has everything to do with treating patients, generating revenue, and funding other research.
1) Isn't treating patients the end goal? Assuming nwbo gets approval (not a safe assumption in my view), the sooner it happens the sooner they can give GBM patients another option.
2) Generating revenue is the life blood of companies.
3) If you believe the bull case, then getting Direct off the shelf should be important to you.
One point that might argue for warrant exercise is if there were June 30, 2021 expirations. With all the issuance, extensions, suspensions I've given up on trying to keep track.
As of the last 8-K, the average warrant contractual term was 1.2 years with a strike of $0.25. That could include some short term.
There was no debt due 6/30, although there are several items labeled "various" and one "on demand". That would argue against debt conversion, but not preclude it entirely.
The type of communication you describe between nwbo management and warrant holders would very likely violate Sarbanes-Oxley rules.
The part about tieing up money is also dubious because most (all?) of the warrants have the provision for cashless exercise.
There are two reasons to exercise warrants.
1) About to expire in the money, and need to extract value.
2) Desire to sell
If the warrants still have time value, it makes no sense to exercise and just hold the stock.
@Poor Man
Current outstanding 870m
warrants 326m
options 305m
----------------
total of currently outstanding plus potentially dilutive 1501m
current authorization 1200m
So to accomodate all current and potential shares, nwbo would need to increase authorization by just over 300m. Realistically they should just double the authorization assuming future cash needs.
New share issuance by nwbo - let's go to the SEC filings
2021 Q1 13m + 8.7m shares
- 4.5m debt conversion
- 2.8m warrants exercised for cash
- 5.2m cashless exercise
- 8.7m subsequent events in April from warrant exercise and debt conversion
Full year 2020 - 215m (highlights only, omitting dribs/drabs)
- 97m registered offerings
- 58m debt conversion
- 47m warrants exercised for cash
- 7m cashless exercise
- 5m stock based compensation
I don't think Linda Powers is out of touch, just spread fairly thin. nwbo is not her only gig; Toucan, Cognate (formerly), Advent, and a few startups.
Linda Powers' focus is what makes Linda money, which may or may not be anything that makes you money.
The line you quoted is from a summary of accounting policies rather than a note to anything specific in the financial statements.
Consider the case where nwbo treats a patient via Specials, Compassionate Use, right-to-try, etc. It's going to show up on the Income Statement rather than Balance Sheet. There may or may not be Revenues, depending on the situation. There definitely would be Expenses in every case.
Recent 10-K filings have mentioned compassionate use, but with the text "as previously reported" rather than anything new.
Up to and including the April 2019 10-K, there was a note about Susan Goldman (Les' wife) being paid $120K per year related to compassionate use:
* Susan Goldman is the wife of Leslie J. Goldman. She is a former nurse with a Masters Degree in Medical Surgical Nursing who serves as Director of Patient Affairs, handling compassionate use cases. Mrs. Goldman was paid $120,000 for the years ended December 31, 2018 and December 31, 2017 for services performed during such periods.
Susan Goldman is not mentioned in 2020 or 2021 filings. Note that the salary table for 2020 and 2021 is in the proxy and the 10-K refers to the proxy.
No, still doesn't work. If nwbo is providing services for free (or substantial discount), there should be expenses associated with that work in SEC filings.
The only expenses listed are R&D, G&A, and Legal. Seems unlikely that treatment is wedged into any of those.
If nwbo was treating patients under Specials, there is no reason to hide that information.
There's no revenue shown from Specials in any nwbo SEC filings for several years.
Your response does not address that, but merely attempts to distract.
DocLogic, how do you reconcile your thoughts about Specials program revenues with the known fact that nwbo's SEC filings show only the tiniest of revenues (labeled Research and Other)?
Shares outstanding has actually risen by more than 20m since data lock.
Shares outstanding rose by 13m shares from December 10-K to March 10-Q. Some debt conversion. Some warrant/option exercise.
10-Q "Subsequent events" showed another 8.7m issued in April.
That's 20m+ so far in 2021, plus whatever was issued in 2020 post data lock.
As opposed to all the totally nonsensical speculation on nwbo stock price, built of top of totally nonsensical speculation that clinical results are wondrous?
Surely you know that medical devices follow a different approval process, yet you choose to ignore that knowledge by suggesting that nwbo "beating the helmet" is somehow a meaningful goal.
Perhaps you think that is a lower bar than showing statistical significance versus its own control group?
Some things didn't change.
TLD announcement. No plan. No timeline. No estimate.
No publication.
No confirmation that nwbo itself is unblinded.
No BLA or equivalent anywhere.
@DocLogic - no.
If you took the time to look, the quote I used was from the notes to the financial statements, not part of the boilerplate risk section.
If you read the entire section, it is clearly specific to nwbo.
https://www.sec.gov/ix?doc=/Archives/edgar/data/1072379/000110465921068299/nwbo-20210331x10q.htm
Linda Powers says you are wrong in the latest 10-Q.
The Company does not expect to generate material revenue in the near future from the sale of products and is subject to all of the risks and uncertainties that are typically faced by biotechnology companies that devote substantially all of their efforts to R&D and clinical trials and do not yet have commercial products. The Company expects to continue incurring annual losses for the foreseeable future. The Company’s existing liquidity is not sufficient to fund its operations, anticipated capital expenditures, working capital and other financing requirements until the Company reaches significant revenues. Until that time, the Company will need to obtain additional equity and/or debt financing, especially if the Company experiences downturns in its business that are more severe or longer than anticipated, or if the Company experiences significant increases in expense levels resulting from being a publicly-traded company or from expansion of operations. If the Company attempts to obtain additional equity or debt financing, the Company cannot assume that such financing will be available to the Company on favorable terms, or at all.
nwbo has issued stock, bonds, convertibles, warrants. None of those were ever the end of dilution.
Complacent - because everything LP wants on proxy gets voted in, with the minor exception a year ago of voting to review compensation annually rather than nwbo's recommendation of every 3 years.
There is no way to know the breakdown of nwbo shareholders, other than insiders who are required to provide info.
SEC Form 3,4 - no filings other than insiders
SEC 13F - no filings, and none are required since nwbo was removed from the SEC 13F list.
Do you believe everyone on ihub bragging about what they hold?
Do you believe that someone who claims to hold 100k+ feels a desperate need to buy 5000 more because of some vaguely optimistic breadcrumb?
Do you believe folks like Bigger talking his own book?
Not enough solid data to even guess.
No. I think there is close to zero takeover potential as nwbo is structured and governed. LP has firm control, and a complacent base of shareholders.
Perhaps I was not clear.
I do not think there would be a fight against an increase in authorization, just that it would take some effort to have sufficient votes for a quorum if done at a Special Meeting.
LP has a history of using Preferred for a variety of purposes, but has not left it outstanding long term. I'd be shocked if she could not issue a supervoting version at a moment's notice. LP is an evil genius, a control freak, and has experience in financial engineering.
It's easy enough to describe the steps for a R/S. However, less easy to execute.
Since nothing relevant to R/S was in the recent proxy, anything before April 2022 would require a Special Meeting for the vote, which is extra expense. Getting sufficient votes for a quorum would likely require hiring proxy solicitation, another expense. Not happening anytime soon.
As far as shares to protect from a hostile takeover, that's silly. Linda has enough shares/warrants/options to block anything. Even if she didn't, nwbo has unused Preferred authorization and could issue supervoting Preferred as a blocking tactic. There are a few different ways the nwbo saga ends, but a hostile takeover is not one of them.
Mostly agree.
nwbo just went through proxy voting with just ordinary business, so it is reasonable to assume there is no R/S imminent. Makes it a bit baffling that the topic keeps popping up.
If they did a R/S while proportionately reducing share count, the only thing that would accomplish is raising the share price, presumably for uplisting. It would not address additional fundraising. I think that idea fails for a few reasons:
1) Uplisting can't happen until nwbo solves the governance issues that forced them to "voluntarily" drop off NASDAQ.
2) Uplisting only makes sense if TLD is announced and reasonably positive. Whether the next step is further trials or ramping manufacturing, it will be expensive and require expanded share authorization.
3) If TLD is positive, nwbo will be right up against the share authorization limit on warrant exercise alone. There would not be shares authorized to cover management options much less raise funds. In theory warrant exercise could raise some funds, but cashless exercise makes even more sense if TLD pushes them deeper in the money.
That's correct for the 2012 split, but not 2007.
In 2007, nwbo split 1:15. Common share authorization was reduced from 800m to 100m, a factor of 8 rather than matching the split factor of 15. Preferred authorization was divided by 15.
Best place to see this is the 10-K for 2008.
Common stock, $0.001 par value; 800,000,000 and 100,000,000 shares authorized at December 31, 2006 and 2007, respectively and 4,349,419 and 42,346,085 shares issued and outstanding at December 31, 2006 and 2007, respectively
Shorting is legal in Europe. Period. End of discussion. My only point was to repudiate an earlier nonsense post.
Larry Smith (reminder: banned by FINRA) did an extreme disservice to the nwbo discussion by even mentioning naked shorting, because every bit of subsequent speculation is time that could have been better spent on pretty much anything else. And to your point, naked shorting in any other country would only be relevant to nwbo if it traded there.
Wrong. Shorting is perfectly legal in Europe.
https://www.esma.europa.eu/regulation/trading/short-selling
The 2018 10-K was issued after the Cognate sale. It included:
We have been in breach of the services agreements with Cognate on numerous occasions, including as of December 31, 2017, primarily for non-payment. Since Cognate is now owned by institutional investors, and Toucan no longer has any ownership or operational interests in Cognate, our breaches of the services agreements may not be tolerated in the future as they have been in the past, and if we continue to breach the services agreements, for non-payment or otherwise, Cognate could terminate these agreements.
nwbo later stated that it was still in breach as of December 31, 2018.
Later SEC filings also note negotiations with Cognate regarding fees for reserving capacity.
There certainly were nwbo/Cognate negotiations after the Cognate buyout and well after the quote you cited.
I'll take solace from Marzan guessing wrong dozens of times before my one and only guess fails. :)
I beg to differ. In @Evaluate's contest, my date is still alive for another month.
That's still going to be too early, but less wrong than everyone else. Except perhaps Tasty who picked never for TLD date.
Or the barroom refrain, you don't have to go home but you can't stay here.
Re: Evaluate's TLD contest - still have a month to go, but I concede that's not happening. Can I claim less wrong than anyone else?
We'll probably have Star Trek medicine before nwbo reports TLD.
Mostly true, but not quite.
Jasinowski (Director) has a small number of warrants, 726k shares worth, per proxy.
Les Goldman holds some convertible debt with warrant kickers, so he has potential warrants. per 10-K.
Your point is silly. Another silly hypothetical is that if you erased the accumulated operational losses, equity would be significantly positive.
There are two components to Accumulated Deficit. The paper warrant loss is the smaller of the two.
The large negative number most certainly does reflect accumulated losses. The key components of the number are:
Additional Paid In Capital - Accumulated Deficit
Paper losses from warrant appreciation contributed 435m to the Accumulated Deficit (1.371B) this past year, but very little in prior years. The majority of the Accumulated Deficit is losses.
I don't think you can say there is a typical case, but rather that each resolution is distinct. Consider nwbo's R/S events:
In 2012, they split 1:16. Common share authorization remained constant at 450m rather than reduced, and the resolution raised the Preferred authorization from 20m to 40m.
In 2007, nwbo split 1:15. Common share authorization was reduced from 800m to 100m, a factor of 8 rather than matching the split factor of 15. Preferred authorization was divided by 15.
I agree that no R/S event is imminent since none is on the proxy for May 18. That also makes it unlikely that there is any reality to the uplist speculation.
That is not necessarily true. It depends on the authorization by shareholders.
If you want a specific example, look at CYTR. Shareholders rejected a R/S vote that did not reduce authorized shares. After negotiations between major holders and the CEO, they approved a R/S that did proportionately reduce shares.
Do you realize that nwbo has 2 reverse splits in its history?