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There is a key difference between TNXP and NWBO.
TNXP did the reverse split in order to prevent downlisting. It was in compliance with NADSAQ regulations except for price.
NWBO chose to downlist after violating the same NASDAQ regulation twice. It would have to re-apply and meet all requirements, including those regulations it broke in the past.
"Thereafter, in February 2017, the FDA lifted its hold. "
That's straight from nwbo's 10-K. It makes it 100% clear that there was a hold imposed by the FDA, not something "self-imposed" as you mistakenly claim.
LOL. And how do you know that MRK placed Duffy at nwbo to do a deal rather than to steal technology?
Perhaps only one of those scenarios suits your position?
I tried to clarify that Black still is an active nwbo Board member. Said nothing about Board effectiveness, or lack thereof, but let's look at that here.
Malik was fired from his UK job at Cenkos. Other than promoting NWBO's UK listing many years ago, he has no obvious purpose on the Board.
Black is at least somewhat tainted by the Burisma nonsense. He has zero biotech experience. The idea that he would use his CIA skills to track down negative posters was always laughable. Again, no obvious purpose.
By any rational analysis, it is a very weak Board. They need a pharma expert with FDA approval experience. They need an outside director with finance and accounting savvy. The SEC results indicate a dire need for governance expertise.
Cofer Black was a signatory on the nwbo S3 filing dated 10/19/19, so it certainly appears he is a current Board member.
https://www.sec.gov/Archives/edgar/data/1072379/000110465919054885/tm1920449d1_s3.htm
Pretty sure that a Board member departure in the middle of his term would require an SEC filing. Think nwbo's 5 current directors is the minimum required in their bylaws, so any departure would likely require some activity.
Everything at nwbo takes far longer than expected, yet somehow Linda Powers believes that an experienced pharma partner could only offer cash. She has certainly proven herself wrong, over and over.
Maybe nwbo management doesn't know what they're doing, and every step is just winging it as best they can? That would certainly explain one failed estimate after another.
What prevents an uplist tomorrow is that NASDAQ has listing requirements.
NWBO does not presently meet the listing requirements.
There is also the matter of a 5-6 week timeline.
https://listingcenter.nasdaq.com/assets/initialguide.pdf
Also confident nwbo is not dragging its heels.
I anticipate that next quarter will bring the exciting news that the SAP draft has been fully spell-checked. Not ruling out the possible upside surprise of grammer-checking as well.
Then on to printing the SAP in 2020.
Down 90% your nwbo position is worth more as a tax loss than as a stock. That assumes that you have gains elsewhere as pretty much every investor should after a decade-long bull market.
As usual, I prefer to take nwbo's official SEC statements at face value rather than manufacture some hypothetical agreement that might explain a situation.
I see no evidence that BP is interested in nwbo at all. Hiring one guy from Merck does not convince me that Merck management knows that nwbo exists much less cares deeply.
From a BP perspective, all those oddities in the nwbo P3 (unexplained hold, long duration, gaps in recruiting, well past expected completion) are red flags rather than massive potential.
One more point...
Nothing in the 2nd 424B5 specifies unregistered shares, so if it was an add-on, it would violate the 30 day agreement in the 1st.
We have agreed with certain investors not to sell or issue registered shares of our Common stock during the 30 days after October 18, 2019. We may sell restricted shares and/or undertake debt (including convertible debt) during and after this 30-day period.
Re: Linda nwbo warrants unpriced
Between February 2018 and April 2018, the Company’s Chief Executive Officer, Linda Powers, loaned the Company aggregate funding of $5.4 million, and the Company entered into convertible Note agreements for this amount (the “Convertible Notes”). The Notes were 15-day demand notes, intended as temporary bridge loans. However, they remained unpaid and outstanding throughout the year.
On November 11, 2018, the Company and Ms. Powers agreed to further extend the forbearance on the notes to a maturity of one year following the respective funding dates. In consideration of the continuing forbearance, the Company agreed to issue warrants representing 50% of the repayment amounts of the Notes. The warrants were anticipated have exercise price at $0.35 per share, and have an exercise period of 2 years. However, the Company has not finalized the terms of the warrant agreement.
That's from the latest 10-Q: https://www.sec.gov/Archives/edgar/data/1072379/000114420419038889/tv527108_10q.htm
@Senti, you left out the part about Linda granting herself warrants in addition to the 18% rate. Yes, I know it's hidden in your link if anyone clicks there. Those warrants are not a 2 week item.
As of the last 10-Q, those warrants were still not priced, which is unconscionably poor corporate ethics.
You applied a P/E ratio to sales rather than earnings. Need to estimate a net profit margin, apply that to sales, then apply a P/E to resulting net income.
Consider some more basic questions.
Will there ever be DCVax Direct trials?
If so, when does the Phase II start?
How large is the trial, and how long will it take to recruit?
What are the endpoints?
How long might it take to reach those endpoints?
How much will Direct trials cost, and how will they be funded?
Does the length of the DCVAX-L trial give any indication of Direct trial length?
Might want to solve a few of those before jumping straight to valuation.
A bit of info on moderation...
Your earlier post was deleted by IH Admin as a Personal Attack rather than Off Topic. Don't think you would win an appeal.
My observation is that IH Admin and Mod Squad delete far more posts than moderators.
nwbo removed the 40m from sharesOutstanding Q3 of 2018, back when there was a lot of movement due to the Preferred conversions.
They never stated it explicitly, but it's the only way to get the math to work for share count from 2q18 to 3q18. I went back and forth with Dave Innes to verify my calcs.
Did you seriously go back to 1920 to find an example to support your position? Thank you for my laugh of the day.
In the 99 intervening years, the US has crafted a fair amount of antitrust law designed to curtail cartels. While common in other cultures (ex: chaebol in Korea, keiretsu in Japan), that is not the case in the US.
The nwbo/Cognate relationship was a huge red flag. You could have saved yourself a lot of time and money by heeding it.
It's different because of everything related to Cognate/Toucan.
You can argue that base, bonus, options are typical for a CEO, although I would note excessive for the size of the company.
Having a CEO control a key supplier and negotiate terms with that supplier is definitely not typical.
My point is that Linda Powers' interests have never been aligned with those of her shareholders. She has many ways to make money related to nwbo whereas "loyal longs" only have the stock price.
Built up Cognate via nwbo business, perhaps at inflated prices.
Cognate related-party transactions and A/P deals at terms she decided, including MFN.
Eventual sale of Cognate.
Building up Advent in UK on nwbo business.
Related-party loans at terms of her choosing.
Share grants from her hand-picked Board.
Options grants from her hand-picked Board.
You have that wrong. It is nwbo that is restricted from selling any registered shares in the next 30 days. The recent buyers are free to sell if they choose.
From the Prospectus:
"We have agreed with certain investors not to sell or issue registered shares of our Common stock during the 30 days after October 18, 2019. We may sell restricted shares and/or undertake debt (including convertible debt) during and after this 30-day period."
Most of Linda Powers' loan was repaid, at 18% interest plus warrants.
Other than that, it has been a very long time since she invested any cash into nwbo.
Did you notice that nwbo has an accumulated deficit of over $800 million? I suspect a fair amount of that went to Cognate, then on to Toucan, and into Linda's pocket. This is already a home run for her, although not so much for nwbo loyal longs.
LP was a willing seller at 21 cents minus (whatever the not-so-fully disclosed warrant modification is worth).
The buyers have done business with nwbo in the past, otherwise they would not have warrants to modify.
We do not know if the buyers held stock priot to this deal, just that they held warrants.
Asking for a 30 day hold on sales implies the possibility of flipping the new 10m onto the market without competition.
I don't see any hint of buying pressure from today's news.
nwbo snuck that raise in at the last second prior to the deadline. It has been in the works since 10/5, no doubt both sides working the warrant extension/reprice issue.
Back in 2016 it took three S-3/A revisions and almost a month to get the SEC to declare the S-3 effective. The 30 day exclusion may be a window to flip, but it might have been almost that long before nwbo could issue again anyway.
The warrant disclosure is lacking in transparency. It might be possible to estimate some details from the next filing by comparison to:
361,729,610 shares of our Common Stock that have been reserved for issuance upon exercise of outstanding warrants at a weighted average exercise price of $0.29 per share.
If the weighted average exercise price drops below $0.29, then you can surmise they modified quite a few warrants. Nothing in the prospectus says each new share purchase modifies only one warrant.
Differences between new S-3 and previous.
Adds Depository Shares to the list of possible issuance. This does not refer to ADRs, but to fractional Preferred.
As nwbo's market cap is higher, they no longer face 12 month restrictions based on float below $75m.
Adds "blue sky" registration notice.
Under business description, mentions finalizing the SAP.
There are a few changes to the "risks" section.
- removes reference to HE
- removes mention of enrollment as a risk
+ curing material weaknesses in financial reporting
+ Special Cases (UK) and RTT (US)
+ risks related to third parties (2 separate mentions)
nwbo's old S-3 expired today, 3 years after the SEC deemed it effective. They needed to update their shelf registration.
It is not an announcement of any shares (or other securities) being offered.
It's neither positive or negative, just necessary business as usual.
Today's S-3 filing is not an announcement of a secondary offering. nwbo needed to update their shelf registration as the previous S-3 expired today (3 years after the SEC deemed it in EFFECT).
While it is reasonable to expect ongoing offerings in the future, that is not part of today's announcement.
nwbo's previous S-3 was effective 10/18/2016, so I think this replacement is on time.
https://www.sec.gov/Archives/edgar/data/1072379/999999999516006002/xslEFFECTX01/primary_doc.xml
S-3 vs S-1 is outside my expertise.
Management typically opens with some review, but that's the least important part of a quarterly call. The call is public which avoids concerns about selective disclosure.
1) Management may share guidance on future revenues, earnings, etc.
2) Management may add color about why things happened.
3) Q&A with analysts and/or shareholders.
Some companies (typically larger, although not always) share a powerpoint presentation in addition to the 10-K and 10-Q data.
If you have never done so, I'd recommend choosing one to listen in. At the very least, read a transcript or two, typically available withing a day of the call.
Two points in reply.
1) I didn't start the comparison of Merck's site to nwbo's. Simply replying to a post.
2) Almost all publicly traded companies have a quarterly call for investors. That is true for small companies as well as large. nwbo's lack of such calls is quite unusual.
Merck's Investor Relations tab includes the item "Merck & Co., Inc. Q3 2019 Earnings Call Add to Calendar"
Don't see anything like that on nwbo's site.
Don't think there is a minimum shareholding to be on the nwbo list.
Send Dave Innes (dinnes@nwbio.com) a message to get added.
What are you talking about with ARGS? I had to look up the ticker and certainly never mentioned it anywhere.
The two top execs at nwbo are lawyers.
They're not doing the MD and PhD work on the clinical side.
They're supposed to be good at things like reading NASDAQ legalese and judging people with whom they deal. No free pass for failure on those tasks.
After violating a NASDAQ rule once, it was on nwbo management to be 100% certain their subsequent actions were squeaky clean.
If they received poor advice (regardless of source), it still nwbo management's responsibility to choose better advisors.
Changing fundraisers and advisers in that situation was probably not a great idea. If Chardan turned out to be a bad fit, it was nwbo management who chose to get involved with them.
NASDAQ violations were a failure by nwbo management. No amount of deflection or finger pointing changes anything.
Evidence that Linda was not negotiating on both sides? Got a link?
Here's some evidence to the contrary from a past nwbo 10-Q
"Both Cognate BioServices, Inc. in the US and the Cognate affiliates outside the US are owned by Toucan Capital Fund III. "
https://www.sec.gov/Archives/edgar/data/1072379/000114420417044412/v473640_10q.htm
@Senti had it correct.
The problem with the MFN clause is that is was not an arms-length agreement. It was negotiated between Linda (nwbo) and Linda (Cognate). Any time there was need for an adjustment, that was also a Linda/Linda decision.
You don't need to spin that since Cognate is no longer under Linda Powers' control. At this point it is just evil history.
Thank you. Nice to see that someone understands the sequence of events.
Feels like talking to a radio with the other poster.
I understand this completely.
nwbo violated the same NASDAQ rule twice. They chose to downlist rather than comply with those rules. That triggered a requirement to make a redemption offer on outstanding convertible debt.
All very straightforward if you read the SEC filings.
I do not believe your efforts to spin the story in a manner contrary to those facts.