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There are likely very few warrants expiring in 2020 if you read the last 10-Q.
https://www.sec.gov/Archives/edgar/data/1072379/000110465919062726/tm1919565d1_10q.htm
In the pdf, search (control-F) on the term "subsequent". Just above the section on Subsequent Events, there is a table with the label Common Stock Purchase Warrants.
For 9/30/19, it shows 352m warrants outstanding with an average maturity of 1.53 years. nwbo has done a couple more warrant extension deals since 9/30/19.
Unless you believe Linda has extended some warrants out 5-10 years, there is no way the average maturity could be 1.53 years with many set to expire.
You could skip Bloomberg and go directly to the SEC filing.
https://www.sec.gov/Archives/edgar/data/1289624/000110465920008253/xslF345X03/tv537330_4.xml
200,000 shares sold are shown as (D) direct holdings.
700,000 share still held are shown as (I) indirect, with the footnote:
1. Shares held in name of Toucan Capital. Ms. Powers has voting and dispositive power over these shares.
which should be familiar language to anyone who has read Linda's holdings of nwbo over the years.
Last year the annual meeting was fairly late (2/2/2019) despite an agenda that was all routine business; re-elect 2 directors, approve auditor, options for independent Directors.
The first step to being treated like a real company is to act like one.
The requirement for an annual meeting is a matter of NWBO's own bylaws and Delaware law (state where incorporated). Both of those state 13 months from the previous annual meeting which was 2/2/19.
Listing on OTC is 100% irrelevant to the annual meeting requirement.
Senti's "lol" means that IH Admin removed your POTUS post.
Most posters would be pretty surprised to see how many posts are removed by IH Admin and Mod Squad, and how few are removed by the mods you see listed.
Annual meeting requirement per nwbo bylaws:
SECTION 2.1 ANNUAL MEETINGS. An annual meeting of the Corporation’s stockholders (the “Stockholders”) shall be held each calendar year for the purposes of (i) electing directors as provided in Article III and (ii) transacting such other business as may properly be brought before the meeting. Each annual meeting shall be held on such date (no later than 13 months after the date of the last annual meeting of Stockholders) and at such time as shall be designated by the Board of Directors and stated in the notice or waivers of notice of such meeting.
https://www.sec.gov/Archives/edgar/data/1072379/000089102007000175/v31294exv3w1.htm
Delaware General Corporate Law may also be relevant.
I would read all of that as no later than March 2nd, 2020. They need to provide sufficient notice in advance, typically at least 3 weeks prior to the meeting, so there should be info by around Feb 10th.
Last year the annual meeting was Feb 2, announced via SEC 14A filing on Jan 8.
https://www.sec.gov/Archives/edgar/data/1072379/000117494719000010/tv510447-def14a.htm
If you actually believe that the funding is ultimately coming from current longs adding to positions, there is no need to use the warrant holders as an intermediary.
It would be simpler to offer shares directly to known longs. nwbo has a list of accredited investors from the past Preferred deals, and Dave Ennis has been compiling a broader email list.
Let's look at some numbers.
Patients treated. 331 in the P3. Much smaller number in P1. Handful in other early trials. Tiny number of Compassionate Use. Rough guess nwbo has treated 400 or so patients.
Accumulated Deficit per last 10-Q: $846,580,000.
That's over $2,000,000 per treated patient.
Linda (Toucan) took shares from Linda (Cognate), at a discount, that were only available in Cognate because Linda (Cognate) overcharged Linda (nwbo). Best she could do since the cash was already stripped out.
If you were looking to prove my point about incestuous related-party transactions, that is a splendid example.
Powers keeping a low profile - yes, and there could be a variety of reasons or no reason at all.
Powers deliberately keeping the stock price low - no. This is not in the interest of Powers, nwbo, or shareholders. Makes no sense.
Law firms - no evidence I see.
To me, the most interesting short term question is why the Annual Meeting is not yet scheduled, especially in light of the recent SEC settlement. Really thought they would be timely.
This AGM seems like it should be very straightforward. Not expecting any share authorization, reverse split, or anything in that realm. Board and Staff already have options. Should be just approve the auditor and re-up Class I directors (Boynton, Black).
It's a standard debating technique.
Fabricate a weak straw man argument (Linda Powers is criticized if she buys nwbo stock or not), then dismantle it.
Since Linda has not bought stock in many years (I checked back 5 years), no one can accuse her of anything related to buying.
The objection is to how much stock Linda Powers (and Toucan, and Cognate while she controlled it) has accumulated WITHOUT buying.
Stock gifts from her hand picked Board.
Stock option gifts from her hand picked Board.
nwbo stock at a discount for inflated Cognate receivables.
Stock loan that she allowed to go into default so she could pay herself penalty interest and free warrants.
No one takes issue with Linda Powers' stock buys because there haven't been any. The issue is related-party transactions.
The first drug on the list (Nivolumab, from BMY) was approved in 2017.
@ex is correct that it is a long ago article. You should really delete that post.
Consider the real price at which Linda Powers was just a willing seller.
$0.202 - ( value of warrant repricing ).
The prospectus supplement provides a range of repricing rather than fixed values, so an exact calculation is not possible, but certainly below 20 cents.
I suspect the limited downside pressure is because the offering was small. If the deal had been larger, it would be reasonable to expect a market price at or below the offering price.
3 years after the fact? And then only subject to shareholder approval?
You are grasping at straws trying to justify a silly original proposition.
No. Read it again.
This isn't about vesting of options. The options were not GRANTED until almost 3 years after Black signed on. Some of the options are not fully vested until 4 years after that.
Those options were not in any way part of Black's signon compensation.
Please re-check the timeline regarding Black's compensation.
His addition to the nwbo Board was announced in this PR in January, 2016.
https://nwbio.com/nw-bio-announces-appointment-of-two-new-independent-directors-with-biotechpharma-expertise-and-cybersecurityinvestigations-expertise/
The nwbo Board did not grant options to Black until November, 2018. That options grant was subsequently voted on and approved by shareholders after this proxy statement.
https://www.sec.gov/Archives/edgar/data/1072379/000117494719000010/tv510447-def14a.htm
You can't claim that options were part of Black's signon package when they weren't approved until almost 3 years later.
No, cost basis is not a required disclosure.
No, you are wrong on the facts. And let's stick to facts that can be backed up by real evidence, not silly opinions.
Once again, here is the link for the SEC filing in question.
https://www.sec.gov/Archives/edgar/data/1072379/000114420419003609/xslF345X03/tv511975_4.xml
Reporting Person: Linda F Powers
There are two relevant notes near the bottom of the form:
Explanation of Responses:
1. Toucan Capital Fund III, LP sold the 804,146 restricted shares of common stock that it owned, in preparation for the required dissolution due to the Toucan Fund reaching the end of its contractual term. The reporting person has management control as well as a partnership interest in the Toucan Fund.
2. The reporting party sold shares of restricted common stock.
That's 804,146 shares sold by Toucan (which of course Linda controls).
That was 3,558,639 shares of restricted stock sold directly by Linda Powers. That proves beyond any shadow of a doubt that you were 100% wrong to claim that it did not reflect her personal interest.
Consider this SEC Form 4 filing.
https://www.sec.gov/Archives/edgar/data/1072379/000114420419003609/xslF345X03/tv511975_4.xml
It shows Linda Powers as the controlling person for Cognate disposing of (selling) nwbo shares. If Linda Powers was prohibited from buying, she would also be prohibited from selling.
That invalidates your thesis of inside information preventing nwbo officers from buying on the open market.
Joke post? If so, just ignore the rest.
When it comes to purchases by nwbo Board and management, SEC filings count. What you "heard" is irrelevant without a source.
Linda Powers does not pay for stock, her compliant Board gives it to her. This is at the expense of longs, but most either don't realize or claim not to care.
@Senti, you are correct that past 10-K filings show Les with 172k shares for many years.
Since that has not changed for many years, I am also correct that Les has not invested any of his own money for many years. His loans have all been paid back in full. His "skin in the game" is tiny, less than many claim personally on ihub.
Cofer Black's latest Form 4 filed with the SEC:
https://www.sec.gov/Archives/edgar/data/1072379/000114420418031802/xslF345X03/tv495285_4.xml
Zero shares held.
1,715,000 options held, which he was given by nwbo.
Total personal funds invested in nwbo equities/derivatives: Zero.
Les Goldman's latest Form 4
https://www.sec.gov/Archives/edgar/data/1072379/000114420418034675/xslF345X03/tv495291_4.xml
Zero shares held.
24,500,000 options held, which he was given by nwbo.
Total personal funds invested in nwbo equities/derivatitves: Zero.
Really? Bigger tweeted that he bought some, but I am not aware of any filings that confirm it. Let's accept that one for now.
Show me the SEC filings for LP, LG, or Cofer Black buying nwbo shares rather than being granted those shares by management.
There is a 1/18/19 filing for LP disposition.
Several filings May, June of 2018 where Board members were given options.
LP gave herself some securities in for extending her convertible note. She eventually paid herself back rather than convert to common.
Bosch and Boynton were given some options in 2017.
Going back to the beginning of 2016, there are no SEC filings as evidence of any insiders buying nwbo securities - only gifts from management.
https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001072379&type=&dateb=&owner=only&count=40
The nwbo key initially was X number of PFS events. Then it become Y number of OS events. Then it become 3 years from last treatment. Then it become 4 years past treatment. Not sure there is any reason to believe that 4 years is final rather than just another intermediate step.
nwbo history shows far more relevance to the quote "stay tuned" than "pedal to the metal".
The next nwbo proxy vote should be for the Class I Directors (Boynton and Black).
You'll have to wait another 2 years for such a vote. nwbo has a staggered Board, and last proxy shareholders voted another 3 year term for Powers and Malik.
The explanation for the screening halt is apparently still a work in progress. Maybe it is held up because nwbo has the same folks working on the SAP, explaining the halt, and setting up quarterly shareholder calls.
kab, my point is not about any sort of reset. I never mentioned anything like that.
My point is that nwbo is not exactly the model of financial strength ending last quarter with just under $2m cash, less than one quarter of expenses at their recent burn rate. They are going to continue to raise funds (presumably we can all agree on that point). Their past issues with NASDAQ were related to fundraising.
Surely it makes sense that they need to convince NASDAQ that past indiscretions will not be repeated, and that they have a realistic funding plan that will not run afoul of any NASDAQ rules.
The earlier post was nwbo's 2nd NASDAQ violation. Here is a link explaining the first violation, which was initially settled.
https://www.marketwatch.com/press-release/nasdaq-accepts-nw-bio-remediation-plan-for-shares-and-warrants-previously-issued-to-cognate-bioservices-2016-09-06
The only way nwbo settled was by leaving NASDAQ, which rejected nwbo's plan of remediation.
https://nwbio.com/nw-bio-announces-decision-to-voluntarily-withdraw-from-nasdaq-listing-and-begin-trading-on-otc-market/
NW Bio Announces Decision to Voluntarily Withdraw from Nasdaq Listing and Begin Trading on OTC Market
BETHESDA, Md., December 7, 2016 – Northwest Biotherapeutics (Nasdaq: NWBO) (“NW Bio” or the “Company”), a biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, today announced that the Nasdaq Staff has not accepted the Company’s plan of remediation for certain violations of Listing Rules previously reported, and the Company has notified Nasdaq of its intention to voluntarily withdraw the Company’s common stock from listing on Nasdaq. Upon withdrawal from Nasdaq, the Company plans to begin trading on the over-the-counter (OTC) market.
Pursuant to Nasdaq Listing Rule 5840(j), the Company is required to give Nasdaq ten days’ notice of the voluntary withdrawal, and this period cannot be shortened. As a result, trading on Nasdaq is expected to be suspended on or about December 19, 2016, and trading in the Company’s stock on the OTC is expected to begin the same day, as the Company anticipates a seamless transition.
The Company will file a Form 25 with the Securities and Exchange Commission on December 19. The delisting is expected to become effective 10 calendar days later. During this 10-day period, the Company’s stock is anticipated to be trading on the OTC market.
The Company has had discussions with the Staff of OTC Markets Group Inc. and believes that it currently satisfies all requirements for trading on The OTCQB Venture Market (the “OTCQB”). Accordingly, the Company plans to promptly file an application to be traded on that market.
The Company desires to proceed with multiple Phase 2 trials in addition to completing its current Phase 3 trial. The Company believes that it will have enhanced ability to raise the funding required for these programs on the OTC as compared with the Nasdaq as the Company will not be subject to the type of the restrictions on its ability to accept financing on the OTC that it has been subject to on Nasdaq. If the Company were to remain listed on Nasdaq, the Company’s understanding is that the aggregation of the financings completed by the Company since May of this year would likely be deemed to preclude any substantial further fundraising until at least sometime in Q1 of 2017.
As previously reported, on November 7, 2016 the Company received a letter from the Nasdaq Staff indicating that the Staff had determined to aggregate a series of financing transactions that were completed between May 15, 2016 and October 13, 2016, although the transactions were in many cases small and diverse, and involved a number of unrelated parties. Based upon the aggregation, the Nasdaq Staff determined that the transactions did not comply with Nasdaq’s Listing Rule 5635(d) since, in the aggregate, they exceeded 20% of the number of shares outstanding prior to May 15, 2 016. The Company engaged in remediation discussions with the Nasdaq Staff. However, the Nasdaq Staff ultimately determined not to accept the Company’s proposed plan of remediation. As noted above, given that the Nasdaq Staff determined to aggregate these transactions and that the last transaction did not occur until October 13, 2016, the Company’s understanding is that it would likely be foreclosed from completing further significant financings until at least sometime in Q1 2017.
Due to the fact that the Nasdaq Staff has not accepted the Company’s plan of remediation, the Nasdaq Staff would have issued a letter (the “Staff Determination”) indicating that, unless the Company requested a hearing before an independent Nasdaq Listing Qualifications Panel (the “Panel”) to review the Staff Determination, the Company’s common stock would be subject to delisting from Nasdaq. If the Company requested such a hearing, it would likely have taken place in February, 2017. A request for a hearing would stay any suspension or delisting action pending the hearing and the expiration of any additional extension period granted by the Panel. The Panel would have the discretion to grant the Company an extension period of up to 180 calendar days from the date of the Staff Determination within which the Company would be required to demonstrate compliance with all applicable listing requirements.
In that regard, as previously announced on June 24, 2016, the Company is currently under a grace period for compliance with the $1.00 per share bid price requirement, as set forth in Listing Rule 5550(a)(2), which expires on December 21, 2016. The Company had planned to conduct a Special Meeting shortly after the upcoming Annual Meeting, to obtain shareholder approval for the reverse split and the plan of remediation proposed to the Nasdaq Staff. However, since the plan of remediation was not accepted, the Company is not currently proceeding with the Special Meeting or the reverse stock split.
Notwithstanding the right to a hearing before the Panel, there can be no assurance that the Panel would determine to maintain the listing of the Company on The Nasdaq Capital Market.
The Company’s Board of Directors considered a variety of factors and reached a unanimous decision for the Company to voluntarily withdraw its listing on Nasdaq and undertake the actions necessary to trade on the OTCQB, rather than seeking to remain on Nasdaq and go through the hearing process. Such factors include the likely expenses and uncertainty associated with the hearing process and seeking to regain compliance with Nasdaq Listing Rules, the value to the Company of being able to raise and accept financing to proceed with multiple Phase 2 trials while also completing the Phase 3 trial, the potential availability of such financing on the OTCQB, the Company’s obligations with respect to its outstanding convertible notes as discussed in the next paragraph, and other perceived potential advantages and drawbacks of seeking to maintain the Company’s Nasdaq listing as compared to moving the trading to the OTCQB at this time.
Ceasing to be listed or quoted on Nasdaq will constitute a “Fundamental Change” under the terms of the Company’s Convertible Senior Notes that were issued in August, 2014 and are otherwise due in August, 2017. Following this change, the Company will have a period of 20 business days, ending in January, within which the Company is obligated to make an offer to repurchase the Notes in accordance with the terms of the indenture relating to the Notes. There is approximately $11.0 million in aggregate principal amount outstanding. The Company believes that it has several options for addressing this obligation, and will be evaluating those options over the coming weeks, although there can be no assurance that such options will be available or will be on acceptable terms. If the Company fails to satisfy its obligation, that would result in an event of default under the Notes.
You're missing a key element, why nwbo chose to downlist in the first place.
nwbo violated the same NASDAQ rule twice relative to fundraising. They will have to clear that up before any uplist.
Suggesting that they act as a professional company hardly constitutes beating on them.
Nwbo was late the last 2 years without significant news. I see no reason to believe that is the reason for this year's delay.
Trying to recruit another director for the Board? That would be directly relevant to the proxy.
Changing auditors would be relevant to the proxy. No reason to expect this, and a bit of a red flag if it happened.
In the process of seeking additional funding? Maybe, although this is more of an ongoing process than anything special.
More stock options for insiders? I would hope not after the awards last year.
I think they have sufficient authorization for both common and Preferred that they do not need a shareholder vote on the proxy.
In light of the recent SEC settlement, I'm surprised nwbo is letting the 2019 annual meeting slide into 2020.
nwbo annual meeting has not typically been a lavish event. No huge presentations. How much time can it really take to send out a notice for a smallish gathering?
Unless there is going to be something unusual in the proxy (beyond routine board member vote and renewing the auditor), it's hard to see why nwbo couldn't get this done before year end.
Not necessarily. If AMZN is buying a tiny tech firm, no reason to halt AMZN. Merger of equals might halt both
Let's use up-to-date numbers from FINRA.
11/29/2019
NORTHWEST BIOTHERAPEUTICS INC
NWBO
Other OTC
7,259,383
7,541,413
-282,030
-3.74
1,399,996
5.19
7.2m shares short, a slight drop from two weeks previous
1.4m shares average volume. This is typically measured over 65 days (one trading quarter) to smooth out spikes related to news, EPS, etc.
7.2m / 1.4m = 5.19 days to cover. In other words, if someone bought 100% of the shares on a typical day, it would take 5.1 days of that 100% volume to close out all shorts.
While buying 100% of volume is not realistic, it is likely that news that would encourage short covering is also accompanied by increased trading volume. It is also likely that some (most?) of the nwbo shorts are hedged by warrants.
While I don't think that 3 hires is any sort of success guarantee, it does make nwbo look more like a real company.
1) Where is the cash to feed these new mouths?
2) Does the hiring of a CFO mean that nwbo will start having quarterly conference calls?
3) What's up with the annual meeting?
CFO has been a glaring need for years.
Notice the PR mentions her SOX experience. Maybe it took the SEC settlement to encourage this hire, it's still a very good addition.
The next news from nwbo is far more likely to be the annual proxy statement than any of the things you listed.
It should be this month, although last year it slid into January. With the recent SEC settlement, there is an incentive to be timely.