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I'm not worried about the SEC. I'm worried about NWBO getting booted from the OTC and all of us being stuck in an illiquid investment with no ability to get out or get any info from the company. I agree with thermo that the OTC doesn't want to boot a $1.0 billion market cap company, but at some point, if you don't get your quarterly reports filed, they HAVE to do it. I'm nervous we are getting to that point, and I'm starting to think that management intends not to file so that it can get sent to the greys where they don't have to worry about us or the SEC.
I'm very familiar with SEC reporting. I know there is no excuse for their history of late filings, or this particular late filing. If the issue is that they can't get their auditor to sign off on the review, at this point, they should just tell us that is the issue and put the auditor on blast.
They need to get the 10-Q filed. It's time to move on to bitching about other things..
The late 10-Q and a history of incompetence.
Now that the 10-Q is 60 days late or so, I thought I would share some other fun facts. NWBO has had 37 late quarterly or annual reports since 2004. 37 is unheard of, and it might be a record for a publicly traded company. I'm going to research this at some point to see if we can crown NWBO the champion and if so, I'm going to submit this record to the Guinness Book of World Records to see if they will establish a new category for the most late securities filings of all time on any exchange in the world. Why not? Might as well have some fun while we wait.
Since 2004, they have only filed one 10-K on time, and that was last year. So for 16 years in a row, they filed their 10-K late. I honestly didn't know this was possible; that the SEC would put up with this without dropping the hammer on them and potentially barring LP and LG from having anything to do with public companies for 5 years or something like that...trust me, they've punished others that did far less than these 2 have done over the years (with respect to total disregard for SEC disclosure compliance).
For a CEO that went to Harvard law school, presumably practiced at an AM Law 100 firm and was a law professor, this is shameful. It's just as bad for Les Goldman, who was a partner at Skadden. I'll leave it at that.
What people here need to understand is that late securities filings just don't happen on a regular basis. They are extremely rare, except for in NWBO's case, where they thumb their noses at the SEC and their investors by continuing to file late, or in this case, refusing to file, the items required by law.
Make no mistake, this is management's fault. They aren't a victim of circumstance. They have no commercial operations, thus they have no difficult accounting issues to resolve. I could go on and on...
Also, I like how the investor relations guy, DI, is now saying they have "outsourced" the 10-Q. That's a nice one. I wish they were "outsourcing" the 10-Q...if they were actually doing that, they would be filing on time.
As thermo alluded to in a recent post, if they don't file soon, eventually they are going to get booted from the OTC. Oh yeah, since they are currently OTC, they don't have to file an 8-K if they get a notice of delisting from the OTC; that requirement only applies to companies listed on a national exchange, like the NASDAQ or NYSE. So we won't have time to react, we will just wake up one day and not see a quote. I am starting to think that NWBO wants this to happen. I don't know why, but there's no other explanation that I can think of for not filing the damn 10-Q. Especially when there can't be anything terrible to report! Again, they have no operations, so it's not like they have a revenue recognition problem. I'm sure whatever the problem is doesn't matter to investors in the grand scheme of TLD. They need to restate 5 years worth of financial statements? Who cares? Just file the damn thing, unless they are trying to go to the greys...
I'm holding because I'm stubborn and this situation is so weird, it almost can't be fraud/bad TLD news. Plus all of the strong signals that the DCVAX-L (and D) work.
But everyone here needs to understand that if NWBO goes to the grey sheets, we are all stuck. I don't think most of us would even be able to sell through our online brokerage accounts...it's an extremely illiquid market. Someone that has a history with LP and LG should ask them directly if they intend to go to the greys...they probably can't answer, but the fact that thermo is even acknowledging that is a big red flag to me. I mean, I'm thankful he is sharing and being honest, but this would be extremely bad for us, and likely it would be the end. Yes, they could get the 10-Q filed and be reinstated, but most companies that go to the greys don't ever leave. However, being on the greys would allow the company to operate without any SEC oversight or investors bitching on a daily basis about the stock price (we won't have quotes available)...given their history, it seems like there is at least a possibility that they are actually trying to go to the greys and do not intend to file the 10-Q anytime soon.
This is a great question because it illustrates the daunting task in front of NWBO if they try to "go it alone," assuming positive TLD.
You would sell a goldmine if you didn't have the ability to extract the gold in a timely or cost effective manner, or if you weren't sure how much gold was actually recoverable, and you received an offer that you found acceptable in lieu of the difficulty you would have mining the gold on your own or the risk that their might not be as much gold that can be actually be recovered as the core samples currently suggest.
In NWBO's case, they have a management team with no experience getting a product through the FDA approval process or in commercializing a product. Make no mistake, if NWBO tries to get DVAX approved and commercialized on its own, there is massive execution risk. Hopefully, LP and the rest of the board realize this and LP will hire a new CEO who can bring in his or her own team and she can continue in her role as Chairman.
In addition to lacking the knowledge and experience to extract the "gold," NWBO also lacks the capital. It's going to cost $100s of millions to create the organization required to successfully bring DVAX to market, scale it and run trials in multiple other indications. Can they raise sufficient funds? Maybe, but not overnight. If DVAX has data like everyone here hopes, truly revolutionary data, then they owe it to the world to get the drug to as many patients as possible, as fast as possible. I personally don't think NWBO can meet this duty on its own.
Of course, many goldmine owners who lack the experience, capital or desire to mine the gold themselves enter into agreements with other third party miners to mine their land in exchange for a royalty interest. A partnership of some sort is certainly an option for NWBO as well.
Does anyone know of a case where a warrant extension occurred waiting for tld? Can anyone even
point to a biotech that’s done a warrant extension?...If so how about with any pivotal news supposedly on the horizon?
Doubt it very much. hmm
You’re misunderstanding a very big issue; there are forces out there that will work the boards, work the price, and short the shit out of this no matter what TLD is announced. It will fly upward of course, then they’ll try to pull the rug out with AF and his minions by trying to undermine the confidence of the data.
LOL! Duly noted. I'm crossing my fingers for today.
This company is just so bizarre. In fact, it's so bizarre that it can't possibly be a scam, because if someone was trying to run a scam, you wouldn't do so by continuing to flaunt SEC rules and regulations and by engaging in their strange and uneven shareholder communications. It's run so poorly (from an outsiders perspective, at least) that Iwasadiver's explanation (i.e., that they have a bunker mentality due to prior scars) is the only thing that makes sense here.
A reverse split is unacceptable, period.
In the case of NWBO, there is a fear of many shares hitting the market…which is unfounded at this point, IMO.
Stick a fork in it, this year is done.
Some investors therefor may prefer to see the SP increase from say $1.49 to $4.00 or $8.00 after a positive TLD announcement and have the option to finally have an exit option, rather than seeing this short-term exit opportunity watered down due to a huge amount of shares being added to the float due to warrant expirations.
"Even after all warrants & options are exercised, the NWBO stock price could still increase to $30 per share or more."
I agree. However, I think the company will be sold before it can realize that price, as that kind of market cap is years down the line. But who knows?
If they were looking for 500% returns, then they have already sold their shares in this company.
With respect to having too many shares outstanding if you include all of the outstanding derivative securities...I take back my earlier statement that I think they will be seeking approval to increase the share count in the near future. They certainly MIGHT do that, but barring a sale of the company, it is much more likely they will do a reverse split, which will solve the problem on its own.
Before everyone freaks out about a reverse split, if NWBO is not getting bought out anytime soon, they should absolutely do a reverse split to take the number of shares down somewhere in the 100 million to 250 million range. That will also help for uplisting purposes because there is no guaranty that the stock will trade at $4.00 or above for 90 consecutive days after TLD (and assuming it's positive). We all hope the results will propel us far above $4.00, but who knows.
Lots of weird stuff going on with NWBO, that's for sure.
I'm a little confused about the share count limit being well exceeded by the total count of issued plus warrants plus options if all the warrants and options are vested and executable. Does just having all of the derivatives out of lock-up put them in violation of the current limit?
I’ve found penny land bios with aggressive law firms are mostly only hired to protect “leadership”.
Until the 10-q is filed, is nwbo locked out of fund raising?
If Merck will announce financing that would be a great confirmation right?
I hear you, but if I were Merck, I would never have allowed any publicity regarding Dr. Duffy going over to NWBO. Public companies don't telegraph things that way, especially huge Fortune 100 companies...that why companies use secondment agreements or other employment arrangements.
As I've said, the Dr. Duffy thing certainly means something. And as I type this now, I will say I lean slightly towards the side of Merck acquiring or partnering with NWBO. My biggest problem with all of this speculation is that it seems too telegraphed to be true. I guess you can say that I want to believe, but my experience says that when things seem this obvious in an investment opportunity, there's usually something you aren't accounting for (or can't account).
Idunno,
Thanks for the note from the prior shareholder meeting. It's nice to see evidence of how she thinks about strategy and the future. And it definitely suggests that if she were to engage in buyout discussions, she would want to be paid a multiple based on indications beyond nGBM or rGBM. However, if she still feels that way, she's probably not going to get that multiple in the near term. I hope I'm wrong.
Merck has approximately $11.0 billion in cash at the moment, after their Moderna stock sale (I'm estimating on the Moderna stock sale proceeds). I'm not familiar with MedImmune. They can certainly afford to purchase NWBO, but they would most likely issue debt to pay the vast majority of the purchase price, if not all.
I think the Dr. Duffy saga is incredibly intriguing, but I don't know for sure what to make of it. It's either really good or really bad for NWBO. If Duffy was truly sent over from Merck to evaluate NWBO for a potential buyout or partnership, it probably would have been done pursuant to an secondment agreement and not publicized. The fact that he went over as an SVP and didn't even stay a year is very odd. Maybe he realized that NWBO was just too far away from commercialization, or didn't have any intent on commercializing themselves? I don't know, but it's strange and it definitely means something; I'm just not sure what.
There are just so many things that don't add up with NWBO, and most of the time, these types of situations end in shareholder misery. However, in this particular instance, it seems like there may actually be a buyout pretty quickly after TLD, or something else very positive and accretive to the share price. I think we are very close to getting some answers, although I'm aware that has been said many times and for many years around here.
We will discuss this further when the 10Q becomes available.
Because as soon as they are released there's going to be 50 million shares for sale.
I still hang my hat on the MAE and cross defaults vis a vis other financial agreements as the most obvious trigger.
The second is more of a common legal matter. Every financial agreement, including the warrant suspensions will include reps and warranties that the financial condition of the company remains a going concern, and that there are no undisclosed adverse material events by management.
The company and management would creat enormous legal exposure if they withheld the results of a failed trial for any meaningful amount of time
Almost impossible that there wouldn’t be a very timely disclosure of such an event.
I lend shares and my broker is Schwab. Over the past couple of weeks, the vast majority of shares have been returned to me. I only have about 10,000 outstanding. Also, the interest rate has been cut from 18.5% down to 10%, which suggests that there is less demand for shares to borrow.
Also, the outstanding short interest is only 20,000,000 shares or so, or approximately 2% of the outstanding float. A highly shorted stock where shares are hard to borrow (and borrow rates are high) is usually over 20% of the outstanding stock
It appears that you are a broker, or some other professional in the industry. I am obviously not. What am I missing about the story on the short interest here?
Question: if there are no shares to short why is the pps dropping??? Isn't everyone holding their shares for TLD...???
An existing warrant holder would agree to a higher strike price if they believe that TLD will be positive and the stock price will be higher than the strike of the new "kicker" warrants.
If these warrant holders are long time shareholders and "friendlies," as NWBO has stated they are, then I don't doubt they would agree to this. I certainly would. The issue is just how high should the strike price be? If it's multiples higher, like $5.00, then it would be very bullish in the short term because it would demonstrate that warrant holders believe that positive TLD will result in a much higher stock price and many around here will be very excited about it...rightly or wrongly.
Honestly, pushing out the warrant exercises doesn't make much sense unless they are setting up for an acquisition where they need a solid stock price floor in order for whatever BP acquires them to justify the premium they pay to their investors. They shouldn't care what the short term share prices are otherwise...whether the stock is at $0.50 or $5.00 pre-TLD, it will get to where it should be quickly once it's back to trading on the NASDAQ or NYSE; those warrants are already being factored into the valuation of the company by investors, exercised or not. Maybe they want to do a large offering right after TLD? That seems unlikely because they haven't taken any other steps to show they intend to even try to explore the option of going it alone. They only have 14 employees and none that have any experience commercializing a new drug. Plus, you wouldn't do that kind of offering while still being traded on the OTC market and it will likely take longer to get uplisted than the warrants are being extended for (assuming Feb. 1 or March 1 extensions).
They can certainly ask warrant holders to suspend exercising their warrants if they are in possession of TLD. However, they run the risk of a shareholders suit or an SEC enforcement action the longer they sit on TLD without disclosing it.
The shareholders' suit in this instance (where NWBO is sitting on positive TLD) would be from short sellers (see Citron Research's suit against Tesla RE Elon's "420" comment) or potentially traders who dump because they infer that TLD will be delayed for a couple more months. The SEC enforcement action is much more scary, but if the SEC doesn't detect any unusual purchases that it ties back to the company sitting on positive TLD (and it leaking to warrant holders or others), then there won't be a claim against them.
What they should not do if they are unblinded is issue new warrants in connection with an extension. That is 100% against the law.
If they are actually extending the warrants again, then they are likely still blinded. If they extend the warrants AND issue new warrants as consideration for the extension, then they are either still blinded or they are criminals.
They can't submit a journal article and have it peer reviewed until they have the full data set analyzed, and that will be many months after they have TLD.
I hear you, I just would have revised that particular slide to note that current SOC is not good for either GBM or rGBM and that patients should consider clinical trials for either.
Of course, if she knows there's about to be a new SOC for GBM...no need to recommend clinical trials. I'm just allowing myself to have a little fun on a Friday afternoon with this sort of speculation.
I had the same thoughts, but the other way of reading that is she's not encouraging patients to sign up for clinical trails for GBM because she knows DVAX-L works and is about to be approved :).
I do with she would have included "Current" prior to "SOC" for GBM, but oh well.
It's highly unlikely that she's signaling anything in a slide deck like that, either positive or negative. But it is weird to say that rGBM patients don't have good SOC options and should participate in clinical trials, but GBM standard of care is apparently fine...we know 100% she doesn't believe that.
There is no hard and fast rule, which is what I've been trying to explain. If you read the Form 8-K form on the SEC's website, it tells you what kind of events trigger a filing requirement within 4 business days. There are a couple other events that trigger other types of filings that have mandatory deadlines, but those aren't relevant here.
For this kind of material, nonpublic info, "best practices" is to disclose TLD (positive or negative) as soon as possible. If they can do it the same day that they receive the summary report from the independent statistician, then great. But most likely, they will need some time to process the information and potentially speak with key opinion leaders or maybe even the FDA. It is not an indefinite amount of time, and each day that passes while they are in possession of TLD and haven't disclosed it will subject them to more risk of a shareholder lawsuit or SEC enforcement action.
All I'm trying to get across is that it is poor logic to assume that because the company hasn't told us the trial failed, then TLD must be positive.
There is nothing in the OVID 8-K or press release that says how long they waited between receiving TLD from their independent statisticians and issuing the press release (and 8-K). You can glean nothing from that filing at all, other than it is an example of how NWBO will issue it's press release and 8-K. Every single biotech does the same thing, although some also include a reference to Item 7.01.
So, either NWBO has not yet received the results from their statisticians and reviewed with their SAB, or they have and the results are considered positive.
Shorts will have covered long before an uplisting. By the way, the short interest is only 2% of the outstanding float. There won't be any significant short squeeze on great data. But that's OK. If the data is good and DVAX-L looks approvable and for GBM (and rGBM?), plus the platform potential, the stock price will rise many multiples from where it trades today.
You are moving the goal posts, anders. Nobody is arguing that TLD is not material, it most certainly is for NWBO...we are just pointing out that the DVAX-L TLD is not a specific trigger to any of the items in Form 8-K that require disclosure within 4 business days.
TLD (positive or negative) will end up being disclosed on Form 8-K, probably via Item 7.01 in connection with a press release. It just may take a week or so to get their ducks in a row, so to speak (i.e., talk to the FDA, key opinion leaders, etc.). Or maybe they will get TLD and it won't require any discussion so they can put out a press release immediately. Who knows? The point is, the company has some discretion, but not unlimited discretion.
Why is this so hard for you to understand?
From your own source:
"For example, the New York Stock Exchange (“NYSE”) Manual requires companies listed on the exchange to “release quickly to the public any news or information which might reasonably be expected to materially affect the market for its securities."
Not at all. Not sure how you are reaching that conclusion...he's arguing that TLD has to be disclosed on Form 8-K within 4 business days of receiving it. I'm saying that's not true (whether it's positive or negative).
Did you mean to address this to anders? .
I've never made an argument that TLD is subject to a four day disclosure requirement. I've been arguing the opposite, same as you.