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Foaming the runway for less than ideal news? I note that language "various special circumstances..." is new in the 10-Q (5/10/19) and did not appear in the 10-K (4/2/19) or the previous 10-Q (11/16/18).
It might mean that a phase is taking longer than expected, which I doubt would surprise anyone here. It might mean they are running into serious data/statistical complications. Could be anything in between, or perhaps a bit of both.
Agree totally that 18% on the Linda Powers nwbo loan is obscene.
Wait until she converts it to shares at a discount. And probably takes a bunch of warrants as incentive to do the conversion.
nwbo violated the same NASDAQ rule twice in less than a year. Once, maybe you can claim naivete. Twice, that's incompetence.
Current cash level should last 2 quarters at the Q1 burn rate.
As to your speculation about whether that is sufficient to get to publishing, results been "any day now" for several years.
10-Q first pass
https://www.sec.gov/Archives/edgar/data/1072379/000114420419025347/tv521011_10q.htm
Shares outstanding: 537m, up 14m, with most of the increase from conversion of debt and accrued interest.
Cash: 16.3m, down 5.9m
Some changes for new lease accounting standards. You now see a "right-of-use" asset 4.8m, also a lease liability 4.7m
Total Operating costs: 8.1m
New note 4.4m entered 3/29/2019 with 8% interest, 10% OID, and a 15% prepayment penalty
Potentially dilutive securities: 499m, down 9.4m, with a new item "Contingently issuable warrants" of 11.7m. I saw no explanation for the new item.
No quarterly expenses with Cognate.
New subsidiary in the Netherlands.
Subsequent events include issuance of 7.4m shares.
Neil Woodford's SEC filing indicate that he was doing a lot of the buying at the 2015 top.
nwbo might have never exceeded $6 without him pusing the price up with sloppy buying. I believe that he is also the only person to buy stock directly from nwbo without receiving warrants.
Where are all those shares?
According to the recent 10-K, 141,538,660 are in Linda Powers' back pocket.
Since 2015, nwbo has downlisted from NASDAQ which takes it off the radar for a lot of investors. That certainly explains some of the dropoff in dollar volume.
There were just 26 million-share trading days for nwbo in 2015, but you managed to find a sample with 5 in a short period.
Never heard that. Thanks for passing it on.
LOL. I have nothing to do with the 911 trades other than laughing at the irrational overreactions.
Curious what law/regulation you think was violated? You can't just report someone for messing with you.
It's not like someone was deceptively bidding up the close on a regular basis.
You are confusing two different data points.
Daily short interest is not short-selling. Real short selling is reported twice monthly to FINRA.
http://www.finra.org/industry/short-interest/short-interest-reporting-due-dates
"FINRA requires firms to report short interest positions in all customer and proprietary accounts in all equity securities twice a month. All short interest positions must be reported by 6 p.m. Eastern Time on the second business day after the reporting settlement date designated by FINRA."
When in doubt, go to the primary source, not an aggregation site that is trying to promote itself.
You are correct on dates. The financial data in the 10-K is reported as of 12/31/18. Everything else should be current as of the publication date.
You can see that in past nwbo statements clearly, and not just in "subsequent events". For example, when they were reporting updates on lawsuits, that was up to publication date, not as of close of books.
If management discussion ignored all that happened anytime between the close of books and 10-K publication, it would lead to many cases of materially misleading statements.
So that prediction failed. Any new prediction?
I expect topline announcement this Thrusday day after tomorrow - Marzan
Split data details
9/26/2012: 1 for 16 reverse split
6/28/2007: 1 for 15 reverse split
Cumulative split factor for pre-6/28/07 shares is 1 for 240.
Reverse splits do not change ownership percentage, so I disagree with your notion that Linda/Cognate "lost" anything via reverse split. Most of the nwbo longs here have held less than 7 years, so never affected by the reverse splits.
What changes ownership percentage is new issuance. So let's look at some of that data since the end of 2014. Pick a different start date if you prefer - does not change the story.
Date ------Shares Out--------Potentially dilutive ----Linda ------Cognate -----Note
12/31/14 ----69M -------------------33M -------------------42M -------30.6M -------Cognate included in Linda total
12/31/18 ----523M ----------------505M -----------------137M -------20.6M -------Cognate not included in Linda total, and amount disputed.
On a fully diluted basis, a long holder from year-end 2014 has seen his/her fully diluted ownership percentage cut by 90%. Except if you are Linda Powers, who can grant herself shares and options, and acquire more shares via related-party transactions with Cognate, and the eventual sale of Cognate.
Here are links to the last few years of proxy statements. Read the notes under the ownership section.
https://www.sec.gov/Archives/edgar/data/1072379/000117494719000010/tv510447-def14a.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420418020327/tv490967-defr14a.htm
https://www.sec.gov/Archives/edgar/data/1072379/000117494718000017/c482596-def14a.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420415063166/v423815_def14a.htm
https://www.sec.gov/Archives/edgar/data/1072379/000117494714000519/c395169_def14a.htm
And the last few years of 10-K filings where you should read the sections labeled "Related Party Transactions"
https://www.sec.gov/Archives/edgar/data/1072379/000114420419017803/tv517288_10k.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420418020971/tv491101_10k.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420417020754/v464066_10k.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420416097934/v438351_10ka.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420415026662/v408898_10ka.htm
You're ignoring quite a bit.
Linda has made many millions off nwbo via Cognate. This is already a home run for her even if nwbo goes to zero.
She has recouped her initial outlay many times over. The most recent balance sheet shows an Accumulated Defecit of $824,413,000. How many of those dollars that came in the front door of nwbo went out the back door to Linda via Cognate? LOTS!
The idea that she has "skin in the game" is nonsense. She is playing with house money and has been for years.
You are mingling a bunch of points.
Linda kept nwbo afloat over a decade ago. - Agreed
Open market buying does not provide cash to the company. - Agreed
Linda's recent $5m was a loan, not an equity investment. - Fact
The deals with Cognate can be understood if you read the notes below the ownership table in SEC filings over several years.
The OP was trying to make a "skin in the game" argument for Linda based on the recent 5m. That I dispute as her position is not nearly as at-risk as nwbo longs.
Linda Powers manages nwbo as if she deserves an ongoing 50% interest regardless of how many shares she sells to others. There has been a persistent pattern of dilution, followed by some transaction (share gift, options, Cognate deal) that miraculously bumps her back to half ownership. Saving the company a decade back does not entitle her to half the proceeds regardless of other people's subsequent financial contributions.
LP's 5m "investment" is actually a loan.
The vast majority of her nwbo position is what she gave herself as CEO and board member, plus some received at very favorable terms for converting Cognate Accounts Receivable.
When was the last time she made an open market purchase of nwbo stock? That would be real "skin in the game", not the fake kind.
Ike, isn't there a second piece to the fraud statute? Thought it was five years from commission of the act or two years from discovery, whichever runs longer.
Given that P3 testing is only with TMZ, that is likely to be the only usage for dcvax approved by FDA.
Using dcvax without TMZ would be off-label. Doesn't seem likely that insurers reimburse for such usage, even if there was a doctor willing to try it.
Don't think real estate valuation delayed the 10k. Yes, zoning has a huge impact of market value, so we agree there.
A short delay is no big deal. Happens more often than not with nwbo.
Market valuation is not going to change book valuation, so it should not have impacted the contents or delivery of the 10k.
If there was a possibility of sale, that would be a different story.
As to nwbo being more successful in real estate than biotech, I concede your point.
Your suggestion of diversification into dairy might be a better business decision than continuing to fund biotech. Perhaps Angelika would consider a joint venture?
Went back to re-read the Environmental part after this and another comment, and also tried to true up the cash from Q3 to Q4.
I think you folks are right that there was not a payment of 6.2m, but that it was simply reflected in the 47m purchase price.
Under US GAAP, you don't write up assets in normal circumstances. Book reflects lower of cost or market. I was a bit surprised that more of the original cost was not assigned to the 17 acres.
Assigning more of the purchase cost to the sold portion might help minimize UK gains tax (outside my expertise). US taxes are irrelevant as they have 200m in tax loss carryforwards.
The 10k tells us nothing about the market value of 17 acres. Doubt we'll know more unless it is sold. A sale would be great as they still need cash and do not need UK land.
22m cash was pretty close to my thoughts.
Paying 6.2m to take the Environmental Liability off the books strikes me as a good deal, if only to remove uncertainty.
Minimal Real Estate on the books is not surprising. It would be highly unusual to write up the book value of an asset already owned. This does not say anything about market value.
Mortgage debt paid off about 12.7m
Mehiel loan paid off 5.2m
Ader Bays finally done. Good use of roughly 1m in proceeds.
Some A/P paid down.
Unless you held one of the fantasy positions (47m was a net number even though PR said gross) or (47m war chest going forward), the 22m year end cash balance is a reasonable result.
I did not consider your post an attack, and certainly took nothing personally.
You said "I definitely agree. No one is just a bystander."
My post simply pointed out that was incorrect, and cited myself as a clear example.
A company does NOT have access to all beneficial owners. Material like proxies and annual reports goes to the broker, who then sends it to the shareholder.
The obvious point of the Swiss episode is misleading statements my nwbo management, a harbinger of things to come.
Anyone who took the 11 year old incident seriously could have saved themselves a lot of pain in the pocketbook.
How many years in a row has nwbo's 10-K identified "internal control deficiences" that "constitute material weaknesses"?
There seems to be sufficient ability to identify problems, but less ability or desire to fix those problems.
The 10-K note on the SEC also mentions "internal controls" and "related party matters". SEC subpoenas should provide be plenty of urgency to get internal controls right, yet it has not happened.
The 10-K reports up to 12/31/18, so I believe you are not correct about more recent activity triggering the 404 audit.
One threshold is 75m in public float. That is usually defined as market cap excluding closely held shares. I believe this would be as of 12/31/18, and unrelated to recent price action.
I think there is also a revenue threshold, but that seems unlikely to apply to nwbo.
Congress, regulators, and practitioners are all aware of the burden to small public companies in time and cost. Audits are supposed to be scaled appropriately for the size and complexity of the firm.
I see the TDRA process as a neutral event unless the increased audit scrutiny uncovers new problems. Given past issues with internal controls, maybe it helps with accuracy and transparency.
NT 10-K filing today (3/19/19)
https://www.sec.gov/Archives/edgar/data/1072379/000114420419014880/tv516637_nt10k.htm
Reasons for filing look interesting:
Northwest Biotherapeutics, Inc. (the “Company”) is unable to file its 10-K timely for several reasons, including additional analyses needed in regard to valuation of the 17-acre property on which the Company retained ownership in the recent sale of its property in Sawston, UK. In addition, due to surpassing a size threshold, this is the first year that the Company must undergo an auditor SOX 404 evaluation of the Company’s internal controls, which is still in process.
Bolding is mine.
Revenue from warrants could well be zero since virtually all nwbo warrants have the option for cashless exercise.
Why would any warrant holder tie up funds when the profit potential is identical (by design) with cashless exercise?
No, just that I expected nwbo to succeed or fail sooner.
You think I'm on ihub 24/7 ?
Check the facts: 110 posts total prior to this one.
I have no position in nwbo, now or ever.
I made a couple of corrections to promotional posts on ymb (old version) back when nwbo was publicly censured for publicity. Those posts were attacked, viciously and personally. That encouraged me to dig into nwbo more deeply, especially Cognate.
Now it's like reading a bad book, just want it to end one way or the other. Never expected it to drag on this long.
My career included fixed income quant, equity quant, and quantitative portfolio management. So yes, I'm fully qualified to comment on all things quantitative.
You're still missing the point.
The original post implied that Renaissance might have some nefarious involvement, which is complete nonsense.
While you are correct that cheapness could be a valid quantitative reason to buy, that is not relevant to the original topic.
You missed the point completely.
Renaissance could conceivably own any stock. It does so for quantitative reasons, not fundamental or politial.
Why don't you read up a bit on Renaissance Tech?
https://en.wikipedia.org/wiki/Renaissance_Technologies
It is a quant firm. Do you understand what that means?
It means they do not employ fundamental analysts to look at firms like nwbo. They are so vastly profitable that cloak-and-dagger political games would not be a remotely good use of their time.
Zero chance they even read any message board info about nwbo.
Renaissance is a multi-billions dollar quant fund. It has been so successful that they returned outside money to manage their own.
There is no way they are looking at the fundamentals of a tiny position, much less performing the kind of cloak and dagger intrigue you are implying.
PR is clearly an area of great need. It seems like a very different role for Innes, but certainly worth a shot.
How about a CFO next?