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Use FINRA's BrokerCheck option.
https://brokercheck.finra.org/individual/summary/822403
You'll see that Larry Smith's broker registration terminates in 2003. The text under "disclosure" is as follows:
Initiated By
NEW YORK STOCK EXCHANGE DIVISION OF ENFORCEMENT
Allegations
**3/19/2003**CHARGES ISSUED BY NYSE DIVISON OF ENFORCEMENT AND PENDING CHARGE I ENGAGED IN CONDUCT INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OF TRADE IN THAT, ON ONE OR MORE OCCASIONS, HE EFFECTED STOCK TRANSACTIONS IN ACCOUNTS IN WHICH HE AND/OR HIS SPOUSE HAD AN INTEREST SHORTLY BEFORE HIS MEMBER FIRM EMPLOYER WAS TO ISSUE RESEARCH REPORTS WHICH HE HAD PREPARED AND AUTHORED CONCERNING SUCH STOCKS.CHARGE II CAUSED A VIOLATION OF EXCHANGE RULE 472.40(2)(III) IN THAT, ON ONE OR MORE OCCASIONS, HE AUTHORED A RESEARCH REPORT FOR DISTRIBUTION TO THE PUBLIC BY HIS MEMBER FIRM EMPLOYER WHICH RECOMMENDED THE PURCHASE OF A SPECIFIC SECURITY BUT FAILED TO DISCLOSE THAT HE HELD SECURITIES OF THE RECOMMENDED ISSUER. CHARGE III ENGAGED IN CONDUCT INCONSISTENT WITH JUST AND EQUITABLE PRINCIPLES OF TRADE IN THAT, ON ONE OR MORE OCCASIONS, HE MADE OR CAUSED MISREPRESENTATIONS ON NEW ACCOUNT FORMS IN OPENING ACCOUNTS AT A MEMBER FIRM THAT CONCEALED THE FACT OF HIS EMPLOYMENT AT ANOTHER MEMBER FIRM. CHARGE IV VIOLATED EXCHANGE RULE 407(B) IN THAT HE MAINTAINED ONE OR MORE SECURITIES ACCOUNTS FOR HIMSELF AND/OR HIS SPOUSE AT ANOTHER MEMBER FIRM WITHOUT THE PRIOR WRITTEN CONSENT OF HIS MEMBER FIRM EMPLOYER, AND HE FAILED TO ARRANGE FOR DUPLICATE CONFIRMATIONS AND MONTHLY STATEMENTS FOR SUCH ACCOUNTS TO BE SENT TO HIS EMPLOYER FOR REVIEW.
Resolution Decision
Sanctions Censure
Sanctions Bar
Average price $0.246. All cash exercise. No other inducements. All in all, that's the most favorable nwbo cash raise so far this year.
No, last I checked Larry Smith is still banned by FINRA.
I don't believe his explanation. If all that happened was relatively minor infractions, the result would be a fine and maybe a short suspension, not a lifetime ban.
After all these years, it would be easy to appeal if the only issues were as Smith claims. The fact that he hasn't appealed tells you there is more to the story.
And none of that is debunked.
Anyone who followed Smith's buy recommendation at $8 would find your post laughable.
Smith posts things nwbo would like to post, but cannot because of regulatory issues. Total cheerleader.
And just in case anyone doesn't know, Smith is banned from the investment industry for past misdeeds.
I suspect you're on the right track. Complying with the October, 2019 SEC settlement is another possibility.
I expect that Davis negotiated a solid contract. Between that and whatever she knows, she can probably take as long as she wants to find a new gig.
If Davis went back to BDO after Duffy went back to Merck, it would be interesting to see the reactions.
Seriously?
You think Jean Davis gave up the 2 roles for which she is best qualified for the one role where her credentials are unclear?
The 8-K mention of Sarbanes-Oxley projects looks like a red herring because that compliance would normally fall under the CFO, not CIO.
I think Ex has this exactly correct that there is some issue where Jean Davis would not sign off; either something in the upcoming 10-Q, or something that she thinks should be there and is not.
Jean Davis' background (CPA, audit) was ideal for CFO, CAO. That's the role she just left.
Her credentials as CIO are less obvious.
If this was just about workload, she would have retained the role(s) for which she was best suited.
No one said she quit the company. At a time when the 10-Q is almost a month overdue, Davis did exit as CFO. That means she left the role that would have signed off on the 10-Q for the CIO role that does not sign off.
I wouldn't be so confident about "shady, not illegal" given LP's history of violating the short swing rule, breaking the same NASDAQ rule twice, and the SEC investigation.
She either doesn't know the laws and regs, or chooses to ignore them.
No way. Go back and read the PR about Davis' hiring. That is not the resume of a slacker.
CIO is still a C-suite job, but still an odd development. It seems obvious that the upcoming nwbo 10-Q either contains something that Davis would not sign off on, or excludes something she thought necessary.
I think Jean Davis had solid credentials (CPA, audit, etc.) for CFO and CAO. Not so much for CIO which ought to encompass more than just Sarbanes-Oxley.
A few mentions of Germany from the nwbo 10-K.
NOL in the United Kingdom and Germany of $15.6 million and $15.2 million respectively do not expire over time.
During 2018, we transferred our European manufacturing to the UK, and terminated such activities in Germany.
We also lease and occupy approximately 915 square feet of office space in Germany. The lease covering this property is currently scheduled to expire in December 2020.
So clearly there is not much nwbo activity in Germany now, but at some point there was sufficient activity to generate $15.2m in NOLs. Perhaps that amount is the root of the tax issue? It's the only thing I see in the 10-K that relates to both Germany and taxation.
It depends on the value of the BP stock, which should be defined as of the acquisition. Let's assume your terms and closing today.
For each nwbo share you get $10 + 0.2 BMY = $10 + 0.2 * 61.33 = 22.266
45% of the value is cash. 10/22.266 rounded.
55% of the value is stock. 12.266 / 22.266.
So you have effectively sold 45 shares for $1000. Taxable gain $955.
and you have 20 shares of BMY with a cost basis of $55.
In a stock and cash deal, you effectively have two transactions.
1) Sold a portion of your holdings for cash. That's taxable.
2) Exchanged a portion of your holdings for acquirer stock. Taxes are deferred, and the position gets the basis of your original shares.
A possible complication is if some of your stock is short term and some long term. You would need to talk to your broker to see if it is possible to designate which shares get which treatment.
Guess you didn't read the PR from April 18th.
https://nwbio.com/nw-bio-to-discuss-projected-schedule-for-data-lock-unblinding-and-top-line-data-from-its-phase-3-clinical-trial-at-annual-shareholder-meeting/
Note the sentence:
"After factoring in the March and April shutdowns, and the additional genetic analysis, the Company believes it can reach data lock by approximately the end of May."
No. Reported revenue for 2019 was $2.4m for the year, not each quarter. See the 10-K.
https://www.sec.gov/Archives/edgar/data/1072379/000110465920034145/tm205288-1_10k.htm
Are you not aware of recent paid informercials by nwbo's Les Goldman?
Don't forget that the buyers at an average of .209 get some warrants too, although agreeing to suspend both new and already held warrants.
709m shares out
104.7m options
359m warrants as of the start of the year, plus some issuance, minus some expirations, many extended and repriced lower, quite a few suspended (which does not mean disappearing) through Nov 20th.
"During May and June, 2020, approximately 62 million warrants have expired or are scheduled to expire, in addition to the warrants suspended under the arrangements described below. "
So forget your 233m number which is wrong because it includes suspensions (which are still potential shares).
Some of the June expirations that could have expired are now likely in the money because of the recent price rise. Expect those to be exercised rather than expiring. So the number of expirations will almost certainly be less than the 62m Linda anticipated when the 8-K was published.
No, suspended warrants do not disappear. They are certainly still part of "Potentially dilutive shares". and thus part of a proper fully diluted share count.
The delay in execution (May - Nov, 2020) was for a period AFTER Linda Powers' warrants would have expired.
Linda Powers gave up something she did not own. To claim that somehow provided value to nwbo is complete indefensible nonsense.
Reading better - what a great idea.
On May 20, 2020, Northwest Biotherapeutics, Inc. (the “Company”) entered into a Note Purchase Agreement and Note (collectively, the “Note”) with Iliad Research and Trading, L.P. (the “Holder”) in the amount of $1,655,000. The Note has a maturity of 21 months. There are no repayments during the first 7 months of the term. During months 8 through 21, the Note will be amortized in monthly installments of 110% of the pro rata principal amount. Interest on the Note accrues at a rate of 8% per annum, and the Note includes an original issue discount of $150,000.
10% OID plus 8% interest. Don't see anything about conversion.
The latest info we have is from the 4/9 Prospectus:
685m shares outstanding
104.6m options
359m warrants based on last year end.
About 12m warrants have been issued in the various deals this year.
The latest 8-k says 62m warrants are currently scheduled to expire May/June.
Adjusted warrants 359 + 12 - 62 = 309m
Estimate for fully diluted = shares + options + warrants = 685 + 105 + 309 = 1099, which rounds nicely to 1.1 billion.
When did they ever say that a specific proportion of the war chest would be reserved for getting Direct trials going?
One place was the December, 2018 PR after the Sawston deal.
“We believe these accomplishments position us to move forward strongly in the new year on the months of work associated with completion of the Phase 3 trial,” Ms. Powers continued. “We are also looking forward to moving forward with Phase 2 trials of DCVax®-Direct.”
Absolute nonsense. Look at the data.
Short interest (5.7m) shares is less than 2% of the total warrants outstanding, and still a tiny fraction of the warrants that are not expiring or suspended.
Those 62m warrants expiring May/June is a whole lot less than the 220m Scotty's accountant estimated.
Even some of those might get extended/suspended.
8-K about warrants.
https://www.sec.gov/Archives/edgar/data/1072379/000110465920064325/tm2020343d1_8k.htm
62m expired or scheduled to expire May, June.
Looks like they're offering suspension deals to other warrant holders. Probably lots of negative feedback about Linda's self-dealing.
If you are correct about the financing pattern, it seems that you believe that the folks buying Linda's deals have some ability to manipulate the price UP, and with elevated volume.
Consider the alternative that Linda's buyers push the price down in advance of their price being set. That could lead to a price rebound, but not with volume. So that does not fit what we observe.
This is quite a contrast to the folks who claim that nwbo stock is manipulated DOWN by all sorts of nefarious forces.
10-Q after the close?
nwbo usually only delays a few days after NT filing.
Reporting on Friday after the close provides maximum time to spin any content.
By your "logic", Santa Claus and the Easter Bunny must be real.
Yes, dark pools exist. They are almost exclusively used by institutional investors who don't play with sub-dollar OTC stocks.
What is total BS is claims of naked shorting backed by ZERO data from reputable sources.
Not impressed by Etrade
Shares Outstanding data is not current.
Institutional Ownership looks similar to Yahoo's stale data, which consists of Cognate data from 2015 (and it's not an institution) and current data for Jerry Jasinowski (also not an institution).
Etrade's value for Float exceeds Shares Out. They really ought to have a basic data check on that condition.
Short Interest % - bet that is stale NASDAQ data from years ago.
You did not just prove there are 54m shares short. You did prove that Etrade does a poor job of data acquisition for OTC stocks.
We have two possible sources for nwbo short interest.
1) 5.7m shares per FINRA, a recognized legitimate source.
2) Some made up number from someone's imagination.
I choose the FINRA data, and will continue to post it as needed.
Now let's look at nwbo Shares Outstanding.
year end: 614.3m
4/9 Prospectus: 685m
You don't need fantasy shorts to explain $0.17 when Linda Powers has sold 70m fresh shares into the market in a bit over 3 months.
Dan, you need to look at real data regarding the warrants.
Per FINRA, there are about 5.7m shares short. That is less than 2% of the 359m nwbo warrants outstanding as of year end. There are plenty available for anyone who wants to hedge a short position.
Even if 150m warrants either expired or are restricted, there would still be plenty (over 200m) available for hedging.
The data categorically refutes your belief in a short squeeze.
nwbo stated that the delay was related to Germany, not UK.
They have 15m in NOLs in each country, so they're not likely to pay taxes in either country for some time.
In a normal year, the proxy statement includes a line like this from 2019.
For 10 days prior to the Annual Meeting, a list of stockholders entitled to vote will be available for inspection at our principal executive offices located at 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814. This list also will be available for inspection at the Annual Meeting. If you would like to view the stockholder list, please call our executive offices at (240) 497-9024 to schedule an appointment.
Given the virtual meeting this year, this was understandably omitted from the proxy statement.
The only time I recall nwbo mentioning anything about taxes and Germany was reporting in the 10-K that they have non-expiring NOLs.
NOL in the United Kingdom and Germany of $15.6 million and $15.2 million respectively do not expire over time.
Their lease in Germany expires December, 2020. Maybe something related to their planned exit? Just a guess.
It was before some nwbo-Cognate transactions had to be reversed, which was to the benefit of nwbo longs.
Wow, I have proxies. That's almost as good as minions.
My post pointed out that an enormous amount of money came in the front door of nwbo, then went out the back door to entities controlled by Linda Powers.
I reported that to the SEC.
Either you misread or deliberately twisted my words. I cautioned against what you just wrote.
Unless nwbo's tech has value, an acquirer would not be able to use most of the tax loss carryforward.