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I support what you claim. I am an accredited investor and warrant holder. I participate in company financings because of my own extensive due diligence and personal network. I believe in the science and am pretty sure of positive results.
I was offered the opportunity to suspend exercise of my warrants and there were several options to choose from. I selected an option and was told I would receive the paperwork to go forward. When that did not happen within a week, I asked where is the paperwork and was told that the program was postponed for an indeterminate period but that I was on the list. I checked in several weeks later and was informed that the suspension program was planned, at least at that time, to take place but only after TLD announcement. I would then be contacted as I was on the list.
So yes, Marzan was not wrong in what he said and they were going forward with the suspension plan until suddenly they reversed course and they weren’t at least for the time being.
I hope this clears up the matter.
There has been a planned suspension program. It has been postponed. It cannot take place until after announcement of TLD.
Thank you biosect:
Allow me to join other MB posters who greatly appreciate your posts and participation. In addition to personal DD it is highly gratifying that you are a staunch long and provide sage analysis and advice. You add to my confidence as I am sure to other board members as well. Much appreciated.
U
Dan:
I believe you mis-apprehend the issue in this threaded discussion. Let me make it simple:
1. Material negative events must be disclosed within a reasonable time frame. The issue is whether the particular described occurrence is subject to the SEC 4 business day window in terms of disclosure. If so, when does the clock start.
2. Notwithstanding item 1 hereinabove, which I think irrelevant for my own evaluative purposes, it is my opinion that investors are unwise to conclude that company silence, at this stage, connotes either trial success or failure. Absence of company disclosure at this stage is neutral and there are other and more telling indicia pointing to trial success.
Like you, I believe that the trial will turn out to be successful. For me it is not really a question of whether the trial will be successful but rather to what extent.
Peace my friend, we are on the same team.
Idunno, many thanks and gltu.
Thank you pgsd. I agree
Thanks biosect, you addressed the issue more eloquently than I did. And indeed, I fully agree that debating the 4 day notice rule which I attempted to demonstrate does not apply is irrelevant for the explanations we both made.
But I underscore what really was at issue in this entire thread of discussion, to wit, that investors should not draw conclusions wrt to success or failure of the trial predicated upon company silence. Peace.
So what are you implying? That NWBO has not had the buy in you describe from the FDA and is still negotiating with the FDA and Linda lied about DL and the process leading up to it?
Yes, Ex , this is a scam. DCVAX does not work. Linda Liau and Keymours Ashkan as well as the other 67 authors of the interim article are all in cahoots with this scam. We longs have been abundantly warned by a poster who admittedly has no skin either long or short in the game. You are altruistic and you want to save longs from making a horrible mistake. Yes, you have finally convinced me. I am selling first thing in the morning. Many thanks for your dogged persistence. Your saintly altruism is the only possible reason for your board participation.
What a guy(or gal?). Thank you.
Anders,
If I understand you correctly, the invocation of the 4 day notice rule would not necessarily commence upon NWBO’s receipt of statisticians’ analysis but rather upon an NWBO determination after analysis that there were a trial failure as explained in my previous post. This is a rather novel interpretation and obviously when this failure event is disclosed by NWBO is mostly controlled by NWBO.
To wit: NWBO receives analysis from the statisticians on day 1. There appears to be failure to achieve the primary endpoint and some other endpoints. However, NWBO wants to make certain about the analysis submitted by the statisticians and begins the process of their own review and analysis with their SAB, consultants, counsel and even counsels with the regulatory agencies. This NWBO process takes 60 days. NWBO reaches a conclusion that there is trial failure. NWBO then discloses such failure on the 4th business day. Hence, from the date of receipt of the analysis by the statisticians to public disclosure is a total of 64 days but since NWBO has disclosed this material event within the 4 day window after determination of trial failure and assuming material impairment is a covered event within the 4 day SEC rules, NWBO is in compliance. However, to be sure, NWBO would be in significant control as to the timeframe within which to make the disclosure...plus 4 days. Or NWBO could decide not to disclose anything until a decision by the FDA rejecting their application believing that even though things looked bleak there still might be a chance of some sort of approval on the theory that you never know until you know from the FDA. Hence, trial failure can really only be decided by the regulatory agency. It is then that you report within the 4 day window.
Bottom line, when the clock starts running on the 4 day window depends upon when NWBO pretty much subjectively decides(or objectively by the FDA) there is a material negative event. I suppose that may be a possible interpretation and perhaps an opinion held by NWBO.
However, and again, my major point is that investors should not be guided by NWBO silence that the trial is successful. Silence is neutral and may portend a negative or positive outcome. JMHO.
No problem biosect, I have been called worse. Interesting though, I once had a girl friend named Simone. It wasn’t you by any chance?
What has been communicated, to me as well, is that the UK, Germany(EU?) and Canada have accepted the latest endpoints and the trial will be measured in accordance with these endpoints.
The FDA is a different story. They don’t formally approve or “buy-in” to these revised end points. If the FDA does not question or provide comments with respect thereto, the FDA has not objected. But, the FDA retains maximum flexibility and the lack of questions or comments does not necessarily guarantee that the FDA will evaluate the success or failure of the trial based upon some or all of these end points.
Due to the FDA’s retaining maximum flexibility wrt to these revised end points, as explained hereinabove, and IMHO, updating of the clinical trials by NWBO is not so meaningful and could give the mistaken impression that the FDA has indeed “formally bought in.” Hence, in an abundance of caution, NWBO has elected not to update this database. JMHO.
Anders:
Please allow me to make the following points wrt the position I am espousing:
1. I believe that I am on safe ground in supporting the disclosure of material events/information within a reasonable time frame. However, the issue is whether disclosure of a failed trial or failure to achieve certain endpoints is material and when and to what extent should this be disclosed. Simply, you claim as obvious that such disclosure must take place within 4 business days. I disagree. Disclosure of such information/events requires a thorough and careful consideration by company counsel, SAB, consultants, etc as well as a full, deep dive, into the details relevant to such disclosure. You don’t want to make a disclosure only to reverse/modify it later after you have done a deep dive into the details. This is obviously complex and involves the participation of several parties. Furthermore, it would be prudent for company counsel to consult with FDA and SEC counsel as well. Obviously in such a case, a four day notice rule would be highly impractical and would not provide sufficient time to make the proper determination and decision as to how to disclose and the explanations associated therewith. To be sure, disclosure within a reasonably prudent time of any such material information/event should be made. However, I do not believe that this particular circumstance falls within the 4 day window rule which you aver as obvious. As I said, and I am busy as well which has lately prevented me from participating in board discussions, a cursory review of case law has not turned up cases which address the issue on its four corners.
2. Regardless of item 1 above, I do not believe it prudent for investors to rely or otherwise give undue significance to company silence, assuming the management is unblinded, in re trial failure or failure to meet certain end points.
In any event, glad to read that you have again established a position in NWBO and I strongly believe that we longs will be well rewarded. GLTU.
UMIBE
Highly unlikely that NWBO management would make such a decision. Rather with all the data they have, they would look to salvage what appears to be odds against approval, even assuming missing the primary endpoint overall. They would slice and dice the extensive data to come up with a reasonable case for approval even though it may turn out to be partial..
Although this has been debated by you and Biosectinvestor ad nauseum, IMO, while a material event, it does not fall within the SEC 4 day notice requirement. In fact, I believe that counsel would advise careful consideration of the analysies made by the statisticians before coming to any conclusion as to the odds of approval. Such consideration would likely exceed the 4 days notice requirement if you count, as the starting point, receipt of analyses from the statisticians. I have not come across cases that on the “four corners” address and decide whether trial failure is an event that must be reported within 4 business days and the criteria to so determine. Admittedly, SEC regulations are not my legal specialty as an attorney, but a cursory review of cases has not turned up this specific situation. I believe that biosectinvestor has persuasively expressed a correct opinion on the matter FWIW.
Since you are adamantly certain of your position, perhaps you might kindly provide US case citations supporting your position. I, for one, would appreciate learning something new.
In any event, my point has been that company silence exceeding 4 business days does not, ipso facto, infer that the trial has not failed because it has not been reported within this time window. I believe that investors relying upon this predicate alone are unwise to do so; there are other indicia suggestive of trial success. JMHO.
As a material event, they would be obligated to reveal trial failure within a reasonable time frame after knowledge thereof.
However, you only really know about trial failure if a regulatory agency determines that the trial has failed. NWBO is far from that regulatory determination. The better question is whether NWBO is legally obligated to reveal if an end point (s) has/have not been achieved. For example, the overall primary endpoint may not have been achieved, but a significant sub- category has shown some efficacy and some secondary endpoints have been achieved. Accordingly, while failing on the primary endpoint, it does not necessarily mean that the trial itself has failed. It may not look good, but at that point there has not been any trial failure.
If the trial has officially failed, a regulatory agency would so determine it. The company would then be required to reveal this. However, to what extent if any are they bound to reveal about meeting particular endpoints prior to any determination about the trial itself?
Bottom line, one cannot depend upon company silence as indicative of lack of trial failure, assuming of course, that the company is unblinded. It is way too early to tell. JMHO
Kabu-san:
Domo, domo Genki desu. Genzai hijo ni o isogashi desu. Iroiiro no go to program arimasu. Shobai wa yoku narimashita. Yokatta, ne!! Oshiburi desu. I always say this to Japanese friends whom I have not seen in a while. A little play on words just like when I ask them what is the meaning of Hawaii——“Ha wa ii (desu)” kind of a toothy joke. Ma, aru gaijin wa hen so ja nai, kabu san?
Yoroshiku
GGOld12999:
Do you realize that at least some of your comments attributed to Les Goldman could be considered privileged information which he cannot share with one investor and not with all others? This is illegal. You are inferring at least indirectly that Les Goldman has committed an illegal act by communicating this privileged information, particularly that the company itself is “mostly” blinded( meaning to some extent unblinded) and in any event unaware that the trial has failed. Or that the warrants might be pushed out further.
I have spoken with Les numerous times and I know him to be a very careful attorney. He has told me many times that he could not divulge the answers to many issues which I raised with him because it was privileged information and that he did not “want to go to Jail”. He is very well aware of what he can disclose during these conversations and if he errs it is always on the side of no comment. It is just not worth it to even appear to be communicating sensitive “inside” information for the sake of one unknown retail investor to say the least. I do not believe that Les Goldman made those remarks. Either you are lying or have completely and recklessly reported this “imagined” conversation.
I don’t know whether you actually spoke to him but the information attributed by you to him is troublesome and certainly defamatory because you published it in a public domain. Les Goldman would never say that the company is “mostly” blinded, etc. I guarantee you that and Mr Goldman is not that stupid. He is very conservative when talking about NWBO matters.
These days I do not post, but this flagrant, and flatly false, attribution needs to be addressed. I am going to contact Les Goldman and forward a copy of your post to him. My advice to you is that you better retract your post and apologize. Personally, I don’t care what you do and I will leave it up to Les Goldman to take care of it.
Hello Xoma
Thanks for remembering me. I have taken a “sabbatical” but that does not mean I have lost interest in NWBO. Quite the contrary. I have continued to accumulate shares when the opportunity has presented itself.
Recent events? It’s about time. With all the info out there and the “hints” it seems pretty obvious to me. I am a long time holder and not a trader. I like what I see and I act accordingly. Good luck to all but maybe it is just me. Maybe luck has very little to do with it. The market may be waking and catching up. I am patient. Wait and see. Peace.
I agree with you. I do feel however that the FDA will not lag far behind the UK. The guidelines were drafted with The SAP in mind. According to LG, Hahn and Pazdur are supportive. I don't think any nefarious things going on at the FDA to undermine or delay approval if results are good. As LG has said...the evidence is all around if you look for it...in re good results. I believe him. Peace and thanks for your contributions here and to society at large. With much respect....
U
First of all, the company needs cash. Forbearance of exercise of warrants as,, if and when TLD is announced or some other event such that the SP rises is speculative and uncertain. Restriction on exercise of extended warrants may or may not have value and it is in any event not commensurate with value received by Linda and pals. The 6 month restriction is not a burden to LP and friends since over the next three years, assuming positive results, approvals should issue giving them sustained opportunities to realize significant value on these warrants. In any event, the value of the restriction is definitely uncertain if of any value.. I am also not sure if what value if any the deal you cite has. But for purposes of comparison, it definitely confirms the notion of a lack of arms length dealing and over reaching. Whether the deal offered to other investors was fair to the company and derivatively to investors such as yourself, I can't say. However, at least these deals were more arms length and definite ascertain able value involved. Was it fair? I would argue that it is more fair to the company than the deal Linda and pals consummated.
As I said, the company offered me me(and other investors) a deal to extend warrants and purchase additional shares in the process based upon a 10 day average price which came to about 0.153 per share. In a sense the warrant extension(for a year, not three) were the major "discount" for the cash raise in which LP and select pals did not contribute.
So I do agree with the import of your post that LP received a sweet heart lack of arm's length deal which may or may not have some value. Is it commensurate with benefits received? IMHO, no I don't think so and I would surmise you share the same view.
In any event, LP, especially at this point, should carefully avoid even the appearance of possible self dealing. The deal she and her pals got appear to be just that without further explanation. Perhaps they cannot make further explanations which might compromise the inside info they have, however, it still looks like self dealing to me.
Anyway, these are my final thoughts on the matter. Peace.
Whatever
I do not necessarily disputed your argument about whether I paid fair value or whether I as well as other investors should have been afforded the deal we got for cash.
Two considerations:
1. I and other accredited investors paid some fixed value thru a cash payment. Whether it was fair or not may be questionable but we were offered the deal by the company and took it. LP and pals paid NO ascertain able and fixed value. By any measure, IMHO, I do not feel commensurate with the extension value received. I was not cavalier with your investment money. Your statement is misplaced. The COMPANY may have been. Why should I and other accredited investors get a deal to extend warrants? Well, gee Kabu, why don't you ask management? The company is free to raise capital from whomever they want. They do not have to offer you the same deal. Just as long as they receive fair value, the deal they make with select financiers/investors is probably legal. Did they get fair value from me? Why don't you ask them? It ain't my fault that I am an accredited investor and you aren't so that you are not afforded such a deal. Well, my friend, boo hoo, that is life.
2. LP and other high roll investors, by the same token, can get even better deals than lower roll investors like me can get as long as at least a semblance of fair value is given in exchange. Boo hoo for me. It's just in this instance that, IMHO, no semblance of fair value was given and LP and friends got essentially a freebie.
To me that's cavalier. Did I ask management why? I asked the General Counsel himself. He asserted that you can value such a restriction but he failed to explain exactly how that value was arrived at. IThe value of the restriction is contingent upon certain events transpiring or not. We cannot know for sure whether these events will transpire. I would feel better if the extension of warrants were contingent upon certain events happening or not and spelled out. If not met, then the extension of the warrants would be vitiated at the end of the restricted period.
Why don't you call Les and complain rather than bleating about it on a MB? I did and maybe if more investors did, management and the rubber stamp BOD would think twice next time. Carry on.
I advanced the argument that it was essentially free and if any value certainly not commensurate with value LP received. It does not matter whether LP alone or with selected investors got in for free. From my point of view, it constitutes tortious if not criminal conduct and damages are aggravated by the multiplicity of participants.
As lawyers, LG and LP should know better and have already exposed themselves to potential liability. Both, in my opinion, have abused their fiduciary responsibilities and are brazenly inviting a lawsuit, especially if during the next 6 months little or no value is seen in the rise of the shares.
Today's financing is a slap in the face to other accredited investors who paid cash for the privilege of extending their warrants. Even a non convertible loan is potentially dilutive when it is paid back. You may need to sell more stock, dilution, and the share price may be less than the SP was when the loan was made. Giving LG the benefit of the doubt, there may be value in the restriction limiting the exercise of warrants and flooding the market thus keeping the lid on a significant rise in market value. However, that value is questionable and unascertainable now. Those investors who paid cash paid fixed and ascertain able value which LP and her pals did not. And on the heels of her free extension, she now goes out to get a loan to tide the company over????? MB apologists defend that kind of behavior? It's much ado about nothing? Really? Not only are these posters being cavalier with their investment money but mine too. That's just plain adding insult to injury. No wonder management has no credibility on the Street and need to get "loans" from questionable entities who supposedly have a "love"affair with NWBO. The last two letters in NW"BO" tell the story.
when a lawyer performs legal research on a case, he looks for legal precedents that support his legal arguments and cites the particular case or cases and quotes the judicial determinations in support thereof.
When a case on the "four corners" is cited in support of the arguments, the fact pattern, in principle, mirrors that of the instant case being argued and the judicial determination flowing therefrom. Of course, any case can be distinguished and no case is exactly the same, but "four corners" comes pretty close and is powerful support.
No, Senti it is rather much ado about the shameless self dealing by LP. As I have said ad nauseum, LP and friends got a free ride. They have a full three years to realize value. The 6 month restrictive period as consideration for extension of beaucoup warrants is definitely not commensurate value and whether or not it has any value is obviously contingent. However, LP and friends absolutely and irretrievably received the warrant extensions upon a non-contingent basis. Whether or not TLD is released during this period or whether TLD was stellar enough to cause a significant rise in the SP and the "restriction" aided and abetted it is contingent and largely questionable.
As I said, had LP and friends paid upfront cash like many of us accredited investors, especially considering the amount of warrants involved, we would not have needed this latest loan financing which is actually deferred dilution. To be sure, additional financing will be required but who knows whether during the restrictive period, the SP will be higher engendering less dilution. NWBO's track record for guidance is embarrassingly poor.
Less than 2 months ago we had the warrant extension financing--where LP essentially obtained a free non-contingent extension-- and she now has the "balls" to go for another financing although not immediately dilutive.
And......NWBO's General Counsel is OK with this! I don't know where he gets his advice but other attorneys who I know believe as I do that at least on its face a case could be made for unjust enrichment, tortious conduct and even theft of company assets.
It is amazing that there are MB posters that condone this kind of conduct and essentially through their defense of it on MBs which are undoubtedly read by management encourage the continuance of this behavior.
In the absence of more persuasive explanations, this is shameless and over reaching greed and LP has significantly if not 100% de risked her " investment"
The science hopefully will come to the rescue but there is no doubt in my mind that management's behavior and lack of credibility had a lot to do with depressing the market value of the company. Here we get a good run, finally, and sure as clock work in the midst of the run, LP farts another financing. Incredible. I suppose some longs just don't know when they have been insulted.
I called him out on the carpet and told him he lies like a rug. LOL
LG believes that the UK will be first. NWBO is only one of three companies selected for expedited review. I don't believe they have gotten to that point yet with the FDA. Who knows but if the results are "so good" as LG has said, the FDA could be first or follow on the UK expeditiously..
Reiterating a post I made about a fairly recent conversation with LG, we discussed the SAP and comments involving the FDA. First, LG made it quite clear that reg approvals/blessings, etc. we're NOT required before submitting the SAP. He also did not specifically say that NWBO received any comments from the FDA or any other regulatory authority.
He did say that the FDA reg guidelines were, in his opinion, a "four corners" response to NWBO's SAP and appeared as a public yet direct response with this SAP in mind. In his opinion, this is "huge" for NWBO. He did say that both Hahn and Pazdur were supportive and eagerly awaiting the results.
In response to why it was taking so long to data lock and TLD, he said that NWBO was being very careful and leaving no stone unturned covering every angle. The opposition forces will be looking for any opening to discredit the results because they are "so good". In response to whether the tail is long AND robust, he emphasized both. They are looking for overall blanket approval from the RAs. The U.K. Is waiting for results and will expedite review with determination within a 3~4 month time frame. When asked whether he was confident of good results, he said...look around, the evidence is there and the guidance is written as though it is responsive to the SAP, However, he did say that, in his opinion, the U.K. will approve first. That will put pressure on other RAs.
FWIW.
Anticipation of financing?????? After Linda and pals got a free ride on extension of their warrants which could easily have avoided another financing if they paid cash like the rest of us for warrant extension?
Adds insult to injury. Linda has no shame and not a care in the world as her apologists poo poo her greed. Shameful.
Branko:
Thanks, makes sense and GLTU
U
The mOS for the top 100 is 58.2 months. That means that 50 patients lived over 58 months . Of the 50, probably 47 are from the Tx arm. That would mean 20% survival at OS60. Your 66, applying same criteria of 5% survival SOC at OS60 would equate to about 62 patients or survival of 27%.
No. LP and some large holders got a special deal. In return for three year extension, they restricted themselves from exercising warrants for 6 months to November 1. Whether that has any value is contingent mainly upon two things:
1. TLD is released during that period and the results are at least reasonably good and,
2. The market reacts favorably to the announcement.
Other investors needed to make a capital contribution to extend warrants, a value which is not contingent.
Essentially the restriction is risk less as they have three full years to realize value. LP as CEO has the potential to delay TLD until after the restriction period is over. There may be a ho-hum reaction by the market as the manipulators have thus far had a very successful run in driving the SP down. Are they powerful enough to keep doing it even in the face of good results? There is uncertainty here. Better value for LP and cohorts is more likely with RA approvals which are surely to issue beyond the restrictive period.
My view?
If LP's value given is contingent, so should the extension of her warrants be. For example, no TLD/tepid market reaction, the warrants so extended should be expired at the end of the restrictive period. Fair is fair.
Alpha puppy:
I enjoy reading your posts. You are credible and your posts are very informative and well thought out. Only problem is that you don't post enough.
Having said that, I am curious as to what you mean by saying that the trial will be "completely" successful.
Are you saying that the PFS primary endpoint will be met after adjudication? What will the delta be and how will it be measured?
Will the secondary endpoint also be met? In discussions with LG he said that late vaccinations are also efficacious--everybody is living longer! Bodes well for rGBM.
Where do you think we come out at OS36/48/60?
How robust do you see the long tail as being? Is it mostly M+? MES? Note that Brad Silver was M+ but expressed EGFR which is a signature for classical. MES is usually NF-1. In discussions with LG I recall him saying that the vaccine works across all markers and claimed that the tail was not only long but robust.
What is the significance of identifying IDH mutation so late in the trial? In discussions with LG he said that the results of the trial will be so good that the naysayers/malevolent forces and bigP which have revenue streams to protect will attack these very good results by claiming that they were "cherry picked". It is the only argument they have left and so IDH mutation identification to counter cherry picking FUD,among others.
The RA process is over. Would not say whether received direct comments on SAP but made clear no approval is required. Did say that the guidelines set forth by FDA in December, 2019 appeared to be like a direct response to what they had put into the finalized draft SAP(November). It is on the 4 corners so to speak and even though publicly deseminated these guidelines appeared to LG as a direct comment wrt to their SAP.
Did not say that query resolution is over. There still may be some. Would not say if IDH completed. Ditto for PFS adjudication.
How does he know that the results are so good that they want to make sure that there is no stone unturned in attacking the trial results. That is what is taking so much time. Their intelligence is very good. You can credit CB and that is why nothing is ever said about him. They are happy that people complain and ask why he is on the board. They like it that way. They know who and what is going on and are leaving nothing to chance. Stressed that I and others on the outside have little idea of what is really going on and he won't reveal.
Would appreciate your response on why you believe the trial will be "completely" successful. While LG said the results will be so good, he did not claim that the trial would be "completely" successful. TIA.
I have not reached a conclusion or am accusing anyone of anything. What I am saying is that it APPEARS to be unjust enrichment and short changing NWBO and its shareholders in the process. The explanations given by the GC are unpersuasive and that is why the question is raised.
Look at it this way. LP and cohorts appear to have given conditional value in exchange for warrant extension for beau coup warrants. In turn these parties should also be given warrant extension conditionally. For example, if TLD is not announced or the SP does not rise significantly during the period of restriction, then those extended warrants should be expired on November 1, 2020. Conditional for conditional. That is fair isn't it? Or do you want to forget it and sweep it under the rug? NWBO CEO and "friends" are not charitable institutions eligible for freely extended warrant donations. In lieu of a better explanation by management, it is difficult to think otherwise than an expensive give away. What would you say if relatively soon, LP did another dilutive raise that could have been avoided had she and cohorts paid cash like the rest of us for warrant extension?
Senti--question for you:
We agree that at least for now, value received by NWBO for extension of LP/other warrants is contingent. Suppose that for some reason, TLD is not announced during the 6 month restrictive period or the results are seen as ho-hum by the market with essentially insignificant effect upon the SP, the value of the restriction would then certainly not be commensurate with the value in extending the warrants for essentially three years if not zero. NWBO and derivatively other shareholders will not have received fair value, if any, in exchange.
Should LP and her fellow investors warrants be expired if such is the case or be otherwise required to pay cash value like other investors did on April 2, 2020 and in addition pay a penalty assessment for "late" payment?
I, personally, would urge warrant expiration..LP, et al, made a bet and lost. They should lose their warrants. Fair enough?
And your point is?
In response to your first supposition, it,would have been wise to have consulted expert outside counsel especially since LP at this stage should have been careful to avoid even the appearance of self dealing. I don't know if LG as GC actually did consult outside counsel or counseled himself. Sometimes lawyers, like physicians, delve into areas in which they are not expert and misstep. So I don't know the answer to your supposition.
What I do know is that the value of the restriction was not explained except by conjecture that, to wit, there are ways these restrictions can be valued. Well, I suppose there are, so, in this case, what are they? The statement itself is not very helpful and is an unacceptable response to an accredited investor(s). What is troubling, at least to me, is that the value, if any, is ill-defined and contingent upon events that reasonably could be manipulated/controlled by the person so restricted,I.e., the timing of TLD. Or there could be unforeseen events, like previous COVID-19, that intervene and are beyond the control of the restricted party, in this case, the CEO.
When I brought this up, the response I got was that TLD will definitely be announced during the restrictive period. Hence, implicit is that TLD is not a contingent event. Do you believe that? Especially considering their track record of meeting guideline deadlines? Or how about the supposition that upon release of TLD there will be a rise in the SP? A short squeeze? How does he know? He is supposedly blinded and in any event, market reaction is anyone's guess. It is all contingent and may or may not have value.
As an aside, I was involved in a case in Japan before the Tokyo District court. I was handling a case in partnership with a Japanese lawyer who had retired from the Japan Supreme Court and was a professor of law at Keio University and had an LLM from Harvard. He and his partner told me we could never prevail and to advise the client accordingly to withdraw. I advised them that we could win and I knew the facts better than anyone and was rather creative. We were up against a very well known Tokyo law firm. Every thing looked against us. I told them that I would write all,the court briefs, they would review and check relevant legal cites and if they felt during the course of the trial I was off base, we would withdraw. We explained all this to the client and they wished to go forward. We won the case and even made law. The former Supreme Court justice congratulated me and said he learned a lot from me, a relative non-expert. So, I was not and am not impressed by fancy expert outside counsel. They take a dump the same way I do.
You have your own opinion. To me, if it looks like a duck, quacks like a duck..... just maybe it could be LP. Anyway, the cavalier attempt at explanation was unpersuasive. All in my opinion of course.
Alpha,
Ditto, please read my response to Hankman. Legally, LG can offer different deals to different investors. However, for each deal structured, he has a fiduciary duty to obtain fair value. In the case of LP and other big holders, he did not. As a lawyer, I believe he breached his fiduciary duty, so did LP and the rubber stamp BOD. This is over reaching and unjust enrichment to a fair thee well. It stinks. Cognate like behavior all over again? And LP and company have three years to get value on their extensions! Why so long? I only got one year and had to pay cash. Do you think I am happy? How do you think I would feel if during the restrictive period they did another dilutive raise? When is enough enough?? I find it amazing that very few MB members are concerned about this and there are still those who defend this kind of self dealing. No wonder LP thinks she can get away with this behavior. JMHO.
Hankman:
LG gave me the revenue figure of $60 million per initial 12 month not once but a number of times. He said that the UK is waiting for release of top line to gof ahead with an expedited approval process. There appears to be absolutely no doubt in his mind that the UK will approve and be first. Aside from 50'patients per month he did not give a break down but said there is a long line of pent up demand. Hence demand is not an issue whatsoever. His pricing is 150,000 pounds per treatment NOT $150,000. I thought I had it wrong but he confirmed the figure.
WRT 95 million warrants, I got that figure from him. LP and other big holders got the deal. I am not big enough holder and so I did not get the deal. The point being that, in any event, that deal should not have been given to anyone. Doing the math on my deal if LP and the others followed the pattern , LP wiouod have been required to cough up at a minimum $ 5 million. I thought the purpose for extending warrants was to get cash. NWBO could have gotten a lot more cash if LP et al had the same deal in principle as the smaller investors. To me this coningent deal does not convey fair value to NWBO. I will be pissed if they do another raise and dilute. So will other investors. The premise is that TLD will be released during the restrictive period keeping a flood of shares off the market and a squeeze spiking the SP. Presumably good for all investors and NWBO. But it is not certain but contingent. Cash on the barrel head is not. LG tried to justify it by saying that there are ways to value restrictions. I said when there is a will there is a way. We are both lawyers but I bet there is no judge that would buy his argument even using esoteric B&S which I call BS. Hope the foregoing clears some of this up.
You are right on target. LG has unequivocally declared that the UK is ready to go forward with approvals and that NWBO is one of three companies that will receive expedited review. The reviewer period is 3 to 4 months.
Sawston will be ready to handle about 50 patients per month to start and LG expects about $ 60'million in revenues in a 12 month period.
Insofar as the warrant extensions are concerned, with restricted exercise until November1,2020 is concerned, LP is not the only one with that deal. There are about 95 million warrants so extended. I voiced my concerns about this essentially " free" deal stating that this deal does not convey fair value to NWBO. Accredited investors who paid cash, such as myself, provided at least fairer value more commensurate with the value of extension of expiring warrants. As of now, the value of LP and other similarly placed investors is CONTINGENT.
For example, as I explained to LG, TLD may not issue during this 6 month period and further dilutions may take place rendering the restriction virtually worthless. While LG did not agree, of course I am not surprised, he did say that TLD will absolutely be announced within the restrictive period, implicitly conveying the notion that TLD release during this period is NOT a contingent event. They expect a short squeeze upon release during the restrictive period--another contingent event--spiking the SP. In any event, the take from all this is that Insofar as LG is concerned TLD will definitely be released during this period. He did say that the ASM schedule was still on track for data lock and TLD.
Manibiotech:
As I have written in my earlier post, I don't have all the facts, however, from what facts I do know, LP's warrant extension deal looks very much like unjust enrichment.
In exchange for a restriction not to exercise her warrants for 6 months(until November 1, 2020), her warrants due to expire on May 2, 2020, at least about 30 million, have been extended for 2 and1/2 years from that date for a total of 3 years.
Instead of having to buy stock from NWBO for cash in connection with NWBO's funding requirements(April 2, 2020 capital raise) and getting her warrants extended, just like other accredited investors including me, her consideration was merely a restriction in exercising warrants for a 6 month term. Essentially, this consideration has highly questionable value if any and certainly none at present. The deals other accredited investors were offered required cash payments in connection with extension providing immediate and ascertainable value to the company. LP's deal did not and indeed may not provide any value at all thereafter. As CEO, LP, to some important extent, can control the timing of events during this period such that exercise of her warrants is not an issue and she does not " miss out " For example, TLD is not announced prior to November 1, 2020 and/or there are a series of dilutive fundings that effectively place a lid upon any share price appreciation. Even if there is appreciation due to TLD release during this restrictive period, we have no idea whether it will be significant due to the strength of "dark forces" and the significance of the announced results. In any event, LP's deal essentially gives her three years to realize value especially due to RA approvals and initial commercialization results. It is clear that whatever value this restriction has, it is certainly not commensurate with the value she received in extending her warrants.
Here is some perspective to understand just how good her deal was in comparison to some other accredited investors' deals. For approximately every $50K invested, 300K shares would be purchased from the company with about 300K warrants extended for 1 year with a reduction of $0.08 in the exercise price. I don't believe that LP's deal involved a reduction in the exercise price but instead of a one year extension, she received three years or 3x what other investors obtained. You can do the math, but even if LP's deal were evaluated at parity with other investor deals, her cash contribution would have been in the neighborhood of at least $5 million which is the equivalent of a funding that could last the company several months without having to go to the " friendly" capital well. Hence, this LP extension deal will not only cost shareholders longer term but also shorter
term dilution as well.
I think LP, the BOD, the General Counsel and the CFO have some 'splaining to do. This looks like a prima fancies unjust enrichment case where these individuals abused their fiduciary duties to make sure that the corporate "person" ( and derivatively shareholders)'received fair value in exchange.
If it looks, quacks and walks like a duck, is it a Linda? JMHO.