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And the PR also includes the line:
" did not comply with Nasdaq's Listing Rule 5635(d)"
It was their second violation of that rule. Apparently nwbo management did not learn from their first governance error.
Downlisting also triggered another event which wreaked quite a bit of havoc:
As previously reported by Northwest Biotherapeutics, Inc. (the “Company”), the Company ceased to be quoted on the Nasdaq Stock Market (“Nasdaq”) as of the open of trading on December 19, 2016. The Company’s common stock commenced trading on the OTCQB Market, operated by OTC Markets Group Inc., as of such time. Ceasing to be listed or quoted on Nasdaq constitutes a “Fundamental Change” and a “Make-Whole Fundamental Change” pursuant to the indenture (“Indenture”) relating to the Company’s Convertible Senior Notes (the “Notes”) that were issued in August, 2014 and are otherwise due in August, 2017. In accordance with the Indenture, the Company is making this Item 8.01 disclosure to announce the effective dates of the Fundamental Change and the Make-Whole Fundamental Change. As of the date hereof, there is $11.0 million in aggregate principal amount of Notes outstanding. Unless the parties otherwise agree, the indenture requires the Company to make an offer to repurchase the outstanding Notes within 20 business days of the Fundamental Change and then to make the repurchase of the bonds within thirty-five business days after the Company makes the offer during the twenty business day offer period. The Company is in discussions with the bond holder and with several investors potentially interested in purchasing the bonds. However, there can be no assurance that the other investors will purchase the bonds or that the Company will be able to repurchase the Notes if it is required to do so.
https://www.sec.gov/Archives/edgar/data/1072379/000114420416141287/v455420_8k.htm
I have the facts correct, but you seem to have forgotten. Let's go to the SEC filings.
"As reported in the Company’s quarterly report on form 10-Q, on November 7, 2016 the Company received a letter from Nasdaq indicating that certain of the Company’s financing transactions did not comply with Nasdaq’s Listing Rule 5635(d). The Nasdaq Staff had determined to aggregate a series of transactions that were completed between May 15, 2016 and October 13, 2016 for purposes of assessing whether the 20% threshold for shareholder approval had been triggered for issuances priced below the applicable market price. These transactions included repricing of existing common stock purchase warrants and issuances of new common shares and common stock purchase warrants."
https://www.sec.gov/Archives/edgar/data/1072379/000114420416134282/v453089_8k.htm
DID NOT COMPLY WITH NASDAQ'S LISTING RULE - seems like pretty clear English. And it was nwbo's second violation of the same rule.
There is a huge difference between a newly public company listing on NASDAQ versus a company that "voluntarily delisted" (read: evicted) because they failed to comply with NADSAQ regulations regarding financing.
Linda Powers would open herself to more scrutiny and supervision with uplisting, and I would not expect that soon, at least not until financing is secured.
@Hank, you are correct that there is an ongoing compliance issue. That is black and white in the SEC release.
You're only getting pushback because that does not fit the preferred narrative of some folks.
Related party transactions were also consistently mentioned in nwbo's 10-K and 10-Q disclosures regarding the SEC.
Nothing else looks like it should have held things up for 2 years, so I think you have identified a key point.
SEC settlement looks fairly straightforward; a modest fine and hire a new oversight consultant.
It seems odd that it took more than 2 years to reach this settlement. Doubt we'll ever know the full story.
SEC settlement link. More detail than PR.
https://www.sec.gov/litigation/admin/2019/34-87281.pdf
Warrant positions and changes must be disclosed, same as shares.
See Linda Powers' latest Form 4 for example.
https://www.sec.gov/Archives/edgar/data/1072379/000114420419003609/xslF345X03/tv511975_4.xml
Shares outstanding per last 10-Q: 562.5m
Offering: 11.8m
debt conv: 3.6m
Consulting: .6m
That's 578.5m for shares outstanding plus subsequent events through August 1st, so that agrees with your number.
470m potentially dilutive per last 10-Q, includes 350m warrants.
8.7m shares short per last FINRA data (9/13), which I note is about $2.1m at the latest share price.
My thoughts on short position:
$2.1m is not a great deal of money on the short side.
You could also look at short interest as a percent of shares out. Less than 2% is not a lot.
You could also look at days to cover. FINRA reports this as 1.5 days. That was after a very active 2 weeks of trading. Using a longer time period, the number is higher, but not unusual.
I agree that speculative shorting at $0.24 doesn't make a lot of sense, especially given the difficulty and cost of borrowing a low priced stock.
There isn't typically a lot of short interest in OTC stocks, largely because of the cost/difficulty of borrow already noted.
I agree with your thought that most of the short interst is likely to be hedged by warrants or convertibles.
I don't believe the Larry Smith "naked short" premise at all.
Hope that helps.
A public PR satisfies all of your concerns.
Real news is a perfectly valid choice for nwbo.
Answering some long-outstanding questions would be nice. Ex: reason for hold.
Timetables with actual dates instead of vague promises. Updates if they miss any dates.
A conference call with each quarterly earnings report. Seems like most other public companies manage this quite easily.
Cash at last quarter end: 6.6m
Raised in subsequent events: 2.2m
Total operating costs Q2: 7.2m
Assuming no undisclosed fundraising, and Q3 costs similar to Q2, nwbo likely ended Q3 at around $1.6m in cash. That's less than a month at their ongoing burn rate.
Further fundraising should be expected based on nwbo's history and its own words in the 10-Q:
"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."
For better or worse, this is how Powers chooses to run the business.
Interesting development, and relevant as a number of nwbo investors appear to be Schwab clients. If you read Schwab's latest 10-Q, commissions were just 6% of revenues. This is going to hurt competitors (ETFC, AMTD) a lot more than it hurts Schwab.
Linda Powers is quite willing to behave outrageously regarding her self-dealing. Recall this beauty in the current 10-Q:
"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."
If those warrants are ultimately given a strike price below $0.35, that is absolutely unconscionable.
Adding to @Senti's fine comment... If you see a post with which you disagree:
Disagree without evidence = acceptable
Refute with evidence = better
Call out = bad
Name calling or insulting = childishly bad
Most board etiquette is things that folks should have learned in kindergarten. Unfortunately anonymity sometimes brings out the worst behavior.
Barron's has been presenting investment news for 98 years. Pretty long track record.
I was an investment professional and still read Barron's. Knew many investment colleagues who also read it.
Were you ever an investment professional?
Barron's cover story "the Future of Biotech"
Tickers highlighted in the story: RGNX, QURE, KRYS, MGTX, MDCO, KOD, SRPT, VRTX, ASND, TCDA, BLFS, MGTA, NVTA, MYOK.
RGNX was the only stock mentioned by 2 analysts.
Also 3 private companies: Verve Therapeutics, Beam Therapeutics, Verana Health.
I think you found a possible connection. Linda Powers wants Ukraine to be nwbo's first country to approve dcvax.
8.7m shorts per latest FINRA report. nwbo has traded as much as 5.6m this month without huge news.
In addition to shares outstanding, there are another 470m potentially dilutive per the last 10-Q. Pretty much all of those would be in the money in the scenario you discuss.
I don't see how those numbers turn into more than a 5 minute squeeze.
Given zero nwbo news for weeks, isn't quiet more appropriate than a lot of meaningless chatter?
Next 10-Q should be out mid-November. Maybe another small financing sooner.
My expectation for the next nwbo conference is zero. I see no reason to expect that a major announcement of any kind would sync up with an already scheduled public event.
Curious if anyone else will post their honest expectations, then evaluate the outcome versus those published expectations.
The usual pattern is sky high hopes, nothing, excuses. Rinse, lather, repeat.
Here's one classic use of that quote. From Scotty (not the poster).
I disagree. Adding some serious FDA experience to nwbo would have been incredibly beneficial at any point in its history.
The idea that all big pharma could contribute is money might be the most naive statement ever by Linda Powers.
- Dealing with the FDA
- Processing complex data
- Writing SPA and other key documents
- Distribution
Anyone who believes in DCVAX and genuinely cares about GBM patients should want it in the hands of management that is competent, experienced, and well-financed.
How many years since nwbo has treated a new patient?
I don't see any logic in that argument.
Every startup biotech includes people who are smart, tenacious, and hard working. Lots of them fail.
Or he thinks nwbo might pursue colon cancer next. :)
My point is that LP's financial shrewdness has already worked in her favor. You are just hoping that it also works in your favor.
The history is that whenever LP's nwbo ownership drops much below 50%, some event under her control as CEO (debt conversion, options grant, share grant) quickly restores her to greater ownership, and at zero cost to her.
There is a difference between owning a lot of shares and having a lot at stake.
Have you looked at the source of Powers' ownership? How many shares did she give herself versus those actually purchased?
Powers has extracted so many dollars from nwbo (salary, options, 18% interest + warrants, and especially Toucan via Cognate) that she already has a home run. Unlike nwbo longs, Linda is playing with house money.
The nwbo accumulated deficit is over $800,000,000. Ever think about where all that money went?
The only thing up is clueing in the "911 trade" victims that they were duped by a long-running elaborate prank.
I had nothing to do with those nwbo trades, but have had some good laughs at months of some folks pontificating about the meaning.
Didn't realize that 4 posts constituted "incredibly active". Both the quantity of my posts and the 911 trades are equally meaningless.
All you have to do is be willing to cross that tiny bid/ask spread at the right time. Quite easy really.
You should also read the IV thread.
Anyone who thought the 911 trades meant anything was silly.
Those who built other analysis on those assumption were truly foolish.
No. It has nothing to do with market making. You have been duped.
Read the whole thread.
https://www.investorvillage.com/mbthread.asp?mb=6543&nhValue=13060&nmValue=13100&dValue=1&tid=19458973&showall=1
You really haven't figured out that the 911 trades are just a poster here messing with you? And no, not me.
If you are interested enough to do some serious reading on insider trading data, there is a decent book on the topic:
Investment Intelligence from Insider Trading - H. Nejat Seyhun
1.2b fully diluted is a bit high per the latest 10-Q.
Shares Out 560m
Potentially dilutive 470m
Subsequent events 16m
That comes to 1.046b fully diluted.
There are 1.2b shares authorized, so perhaps that's the source of the incorrect number.
You sure about that Asian connection? This post from user roger_wilco back in May ssems a more likely explanation for GTSM market making on NASDAQ.
https://investorshub.advfn.com/boards/read_msg.aspx?message_id=148999856
The new Market Maker GTSM acquired CANT:
NEW YORK--(BUSINESS WIRE)--
GTS, a leading electronic market maker across global financial instruments, today announced that it has entered into an agreement to acquire the Exchange Traded Funds (ETF) and wholesale market making businesses of Cantor Fitzgerald (“Cantor”), a global financial services firm. The transaction elevates GTS into the top-tier of global brokers with the potential to touch virtually every investing household in America and across the world.
“For the first time on a scale never seen before, the most sophisticated Wall Street technology is being deployed for mainstream investors, be they institutional or retail”
The unique combination of that business with GTS, which on many days trades upwards of six percent of all U.S. trading volume and is the largest Designated Market Maker (DMM) at the New York Stock Exchange (NYSE), ushers in a new era of technology access and innovation that will lower the costs of investing.
“For the first time on a scale never seen before, the most sophisticated Wall Street technology is being deployed for mainstream investors, be they institutional or retail,” said Ari Rubenstein, CEO and co-founder of GTS. “Investors around the world can now leverage the very best in machine learning, artificial intelligence and execution technology to help them save money whenever they trade and invest. This is an unprecedented opportunity for investors that unites unrivaled innovation with pioneering client service – while enhancing the capital raising opportunities for listed companies.”
Stacey Cunningham, president of the New York Stock Exchange said, “The NYSE and our partners embody the synthesis of technology and human judgment, leading to the best possible outcome for investors and issuers.”
Reginald Browne commented on today’s announcement, “We are creating a new standard together that will marry technology and capital deployment to create robust efficiency for client access across all asset classes. Public companies want to be sure there is access to deep pools of liquidity and transparency they can trust. And in a similar fashion, investors want to engage in the capital markets in the most cost-efficient manner possible. GTS responsibly uses technology to deliver positive benefits to the entire financial markets ecosystem.”
Joe Pleffner also commented, “We are extremely excited to combine our wholesale trading platform with GTS’ world-class infrastructure to provide a holistic, flexible and sustainable offering to enhance the retail client experience.”
At the NYSE, GTS is responsible for the trading in more than 900 public companies that have a total market capitalization of approximately $13 trillion dollars. Listed securities include blue chip companies ranging from ExxonMobil (NYSE: XOM) and Ford (NYSE: F) to international companies such as Alibaba (NYSE: BABA) to leading global technology companies like Oracle (NYSE: ORCL) and AT&T (NYSE: T).
Rubenstein concluded, “This partnership is another step in GTS’ mission to build out its global capital markets business and to put its premier trading technology to use for all of those who may benefit, in order to truly democratize access to our markets for all who participate.”
The transaction is expected to close in the first quarter of 2019. Terms were not disclosed.
Rosenblatt Securities advised GTS on the transaction.
About GTS
GTS is a global electronic market maker, powered by combining market expertise with innovative, proprietary technology. As a quantitative trading firm continually building for the future, GTS leverages the latest in artificial intelligence systems and sophisticated pricing models to bring consistency, efficiency, and transparency to today’s financial markets. GTS accounts for 3-6% of daily cash equities volume in the U.S. and trades over 10,000 different instruments globally. GTS is the largest Designated Market Maker (DMM) at the New York Stock Exchange, responsible for nearly $13 trillion of market capitalization.
For more information on GTS, please visit: http://www.gtsx.com.
That's great. If folks lose money on nwbo stock, maybe they can make it back by getting hired at Cognate.
Duffy has exactly as much CEO experience as Linda Powers had before taking the nwbo job.
Woodford had endless cash in 2015 when Powers could have sold him more stock. Another $50m or so changes everything.
Terms? He paid cash for stock without warrants. Twice. Those are better terms (and higher price) than any subsequent investment in nwbo.
What if Duffy was brought on board to replace Linda Powers?
The SEC investigation has been around quite a while. What if the only acceptable outcome to the SEC is that Linda Powers leave the BOD and cut all management ties?
My take is that nwbo stock would at least double on the news.
Discuss.
Pretty sure it was you who changed the subject to reading between the lines.
I was talking about Woodford and nwbo until then.