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Ouch; you seem to be right.
Most favoured nation clause
Sorry Kabunushi, but based solely on what I read in the 14K filed with the SEC in November 2015, I dont buy the argument that it was just a one time deal and I dont see how it would not be triggered by this financing.
At the very least they could have specified the number of extra shares and warrants (in the several millions) going to cognate in the press release. It is obviously very material information that is impossible for us to ascertain with certainty. Do I need to add that it is also part and parcel of a related party transaction, which makes matters worse.
Dont forget the Most Favoured Nation Clause
As a result of this lovely financing, Cognate will receive millions of additional shares for free and all $4 warrants will be repriced at $1.70. How clever...
From the most recent proxy statement:
18,000 people have followed the conference live. A number of very relevant comments were made towards the end especially on the perceived high risks/ higher performance of the CarTCells therapy and the lower risks and efficacy of the DC vaccines. Dr Bosch spoke for a few minutes and he commented on the difficulties of taking into account the Pseudo and Rapid Progressors. I will try and make a transcript of his comments when they post the replay of the conference, unless someone with a better understanding of the science can provide a more adequate summary.
His session is just starting now
http://www.ema.europa.eu/ema/index.jsp?curl=pages/news_and_events/news/2016/02/news_detail_002464.jsp&mid=WC0b01ac058004d5c1
programme: http://www.ema.europa.eu/docs/en_GB/document_library/Agenda/2016/02/WC500200878.pdf
I find it impressive that dr Bosch has been asked to cochair a session with a representative of the Paul-Ehrlich Institute.
European Medicines Agency (EMA) workshop - How to facilitate development of cancer immunotherapies
SESSION 4: OTHER STRATEGIES – PEPTIDES, CELL THERAPY
Session chair: Marnix Bosch (Northwest Biotherapeutics, USA) Martina Schüssler-Lenz (Paul-Ehrlich Institute, Germany)
Has this been posted before???
notice of shareholders meeting and proxy statement:
https://www.sec.gov/Archives/edgar/data/1072379/000114420415063166/v423815_def14a.htm
HS, concerning your request re the annual shareholders meeting:
Dear Stockholder:
You are hereby cordially invited to attend the 2015 Annual Meeting of Stockholders of Northwest Biotherapeutics, Inc., which will be held on Friday, December 18, 2015 at 10:00 a.m. (local time) at the offices of Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW Washington, DC 20004-2541, and any adjournments or postponements of the annual meeting.
We are holding the annual meeting for the following purposes:
1. To elect two members to our Board of Directors to serve as Class III directors for a term of three years;
2. To ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2015; and
3. To act upon such other matters as may properly come before the meeting or any adjournment thereof.
These matters are more fully described in the attached proxy statement, which is made a part of this notice. At this point, we are not aware of any other business to be transacted at the annual meeting.
Only stockholders of record on our books at the close of business on Tuesday, October 27, 2015 will be entitled to vote at the annual meeting and any adjournments or postponements of the annual meeting. For 10 days prior to the annual meeting, a list of stockholders entitled to vote will be available for inspection at our principal executive offices located at 4800 Montgomery Lane, Suite 800, Bethesda, Maryland 20814. This list also will be available for inspection at the annual meeting. If you would like to view the stockholder list, please call our executive offices at (240) 497-9024 to schedule an appointment.
A copy of our 2014 Annual Report on Form 10-K, as amended, which contains our consolidated financial statements for the fiscal year ended December 31, 2014, and other information of interest to stockholders, accompanies this notice and the attached proxy statement. This notice, the attached proxy statement and our 2014 Annual Report on Form 10-K for the fiscal year ended December 31, 2014 are also available, free of charge, in PDF and HTML format at http://www.edocumentview.com/NWBO and will remain posted on this website at least until the conclusion of the meeting.
We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet allows us to provide our stockholders with the information they need, while reducing our printing and mailing costs and the environmental impact of our Annual Meeting. The Notice of Internet Availability of Proxy Materials (the “Notice”) that you received in the mail contains instructions on how to access this proxy statement and the 2014 Annual Report and vote online. The Notice also includes instructions on how you can request a paper copy of the annual meeting materials. Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, as well as by telephone or, if you requested to receive printed proxy materials, by mailing a proxy or voting instruction card. Please review the instructions on each of your voting options described in this proxy statement as well as in the Notice you received in the mail.
By Order of the Board of Directors,
/s/ Linda F. Powers
Chairperson of the Board of Directors
THE BIG COGNATE/LP HEIST
This whole issue is just a big fabricated distraction. Bottom line, today, we are in Phase 3, have 95M shares O/S, a market cap of $400M and $30M in the bank. It could be worst. The past is irrelevant. All I care about is that this company needs to be financed and I count on NW (with the help of Ondra) to look after his own interest (and ours by ricochet) and limit for the future any excesses of Cognate/LP & cie, if warranted. The Cognate/Toucan/NWBOs agreements can be reopened and renegotiated at will, if need be, because they are non-arm's length. There is no way now that LP can finance the company without NW's participation and, assuming that Pyrr's theories are right, NW is well capable of putting a gun to her head and dictating proper conditions.
Have a good week end everyone.
Evaluate, you got to read the notes after the table. The LP shares includes the cognate shares and warrants.
The 50M shares held by execs includes all currently exercisable options and warrants. If you want to calculate the float, you have to deduct them:
As required under SEC rules, the calculation of Linda Power's 49 million shares includes 16.4M currently exercisable warrants and options
Consists of (i) 1,572,200 shares held by Ms. Powers; (ii) 592,500 shares of common stock underlying currently exercisable options held by Ms. Powers; (iii) 804,145 shares of common stock held by Toucan Capital Fund III, L.P.; (iv) 1.732,246 shares of common stock underlying currently exercisable warrants held by Toucan Capital; (v) 2,211,784 shares of common stock held by Toucan Partners, LLC; (vi) 1,505,739 shares of common stock underlying currently exercisable warrants held by Toucan Partners; (vii) 12,645,996 shares of common stock underlying warrants held by Cognate Bioservices, Inc.; and (viii) 27,194,366 shares of common stock held by Cognate Bioservices, Inc. Ms. Powers has voting and dispositive power over the securities owned by the Toucan entities and Cognate Bioservices, Inc.
They have not even initiated clinical trials yet. Let's see if it works in more than one patient first.
cure for leukaemia....
here is the link to a more comprehensive article in the Financial Times:
http://www.ft.com/intl/cms/s/0/98b77274-83e5-11e5-8e80-1574112844fd.html#axzz3qQm1gpsD
This news prompted AF to forecast the demise of Kite and Juno in a Street article yesterday, because their cost of manufacturing would be to high.
Here is the excerpt from the FT which "inspired" AF:
PROXY STATEMENT HAS BEEN FILED
I agree that the Cognate deal was a good deal at the time and that it saved the company from certain bankruptcy. I am also reassured by the fact that NW has certainly had all of those agreements and transactions reviewed by his people and decided to invest nonetheless. I would however not be surprised if part of the Ondra mandate was to recommend a reorganization of NWBO to clean this up. The convoluted somewhat obscure relationship between those entities puts the company under a cloud that only serves the shorts' interests and scares retail investors. It must also make life difficult for independent board members. Time to move on.
They are running out of arguments ;o)
Ascroft Sullivan letter
The CTIX press release reproduces almost verbatim the demand letter addressed to Rosen Law Firm by Ashcroft Sullivan. For those interested, it includes a description of applicable law on counsel's duty in carrying out an independent investigation before initiating this type of class action. Excellent reading. I wish NWBO would send something like this.
Interesting Q&A on NW's latest blog:
Q?: You have a relatively important position in NWBO, which has had very unusual trading activity on Friday. The company has issued a press release this morning stating that it is unaware of any substantial reason for the decline in the stock price. Do you have any comments on this type of trading activity which seems to be a curse for several junior biotechs listed in the US.
REPLY
MITCHELL FRASER-JONES says:
October 21, 2015 at 1:03 pm
We have explained our attraction to the long-term potential of Northwest Biotherapeutics elsewhere on this website – nothing has changed in this regard. It would be inappropriate for us to comment further at the moment.
Kind regards
Mitch
Smith's latest blog: Curses, Foiled Again; The Hedge Fund’s Lament
http://smithonstocks.com/northwest-biotherapeutics-new-financing-from-woodford-was-much-needed-nwbo-5-44/
Woodford selling shares: NO
According to his latest 13 D (September) he had dispositive power over 20,461,392 shares. According to this morning's press release, he acquired another 5,454,545 shares, raising his total holdings to 25,915,937 shares, or about 28.1% of the Company. There you go.
My guess is that within two weeks the other shoe will drop and there will be another press release that will cause the shorts to weep. Mark my words.
Cheers
It would be kind of cute to see the shorts talk about collusion...
Cheers
FINANCING
BETHESDA, Md., Oct. 21, 2015 /PRNewswire/ -- Northwest Biotherapeutics (NWBO) ("NW Bio"), a U.S. biotechnology company developing DCVax® personalized immune therapies for solid tumor cancers, announced today that the Company has entered into agreement for funding of $30 million from Woodford Investment Management in the UK ("Woodford").
Woodford will purchase $30 million of the Company's common stock at $5.50 per share, for a total of 5,454,545 shares, raising Woodford's total holdings to 25,915,937 shares, or about 28.1% of the Company. The purchase will take place in a closing on or before October 22, 2015.
NW Bio also announced that it has engaged Ondra Partners (www.ondra.com), a London-based corporate finance firm with a focus on value creation and an integrated approach to medium and long term financing and related initiatives.
In connection with this financing, the Company has issued 0.7 million shares to Cognate BioServices on the same terms as Woodford's stock purchase, for certain current payment obligations, as well as completing the issuance of shares to Cognate that were approved and reported in November 2014, but had not yet been issued.
"NW Bio has reported encouraging interim clinical data from both its DCVax-L and DCVax-Direct clinical programs, both last spring and recently, with patient survival exceeding expectations. With this new funding from Woodford we look forward to moving these clinical programs ahead vigorously while continuing to build our organization" commented Linda Powers, CEO of NW Bio.
I dont know that they will kill capitalism, but they will definitely kill the market for junior biotech companies.
The problem is that the quieter you are, the more arguments you give them. And at the end of the day we now know that they can print as many shares as they want in complete impunity and never have to deliver. They can flood the market at will and good news are not going to make a difference. To me this is robbery, pure and simple, and the SEC does not seem to care. I have a feeling that the whole situation is hopeless.
Sad reminder for those who think that NWBO's problems with the shorts will be over once we have good news:
Unless the hackers know something we dont...:
It would be completely irresponsible not to issue a press release. The company has lost around $150M in market cap today. Surely this is material. In Canada, in such circumstances, the exchange would force the company to issue a press release stating that it is not aware of any material facts that would explain such fluctuations in the price of its securities.
NWBO should definitely join force with CTIX and issue a press release like theirs. This will give a higher profile to the case and Sullivan can start some sort of public crusade against the AFs and Cramers of this world. NWBO should sue the four or five law firms for abusing the legal process, the Street, AF, the negative posters who 'by coincidence' have all of sudden found a new (or renewed) mission on Ihub this morning before this all started, and a few others. The trail is very easy to follow. Serve them their own medicine. At the very least, this will confort our shareholders. One big plus for us vis a vis the SEC is NW's involvement. Nasdaq will not like the fact that foreign institutional investors have first hand evidence of the extent that the US markets are rigged by hedge funds.
However, as Cramer himself has put it in his famous interview (in essence): it is illegal but everyone does it because the SEC does not understand what goes on.
SELECTIVE DISCLOSURES
FROM THE WSJ:
SITC 2015
Abstract Embargo Lifted
November 3, 2015 at 8 a.m.
Abstracts Published in Journal for ImmunoTherapy of Cancer
November 4, 2015
WSJ on Experimental Drugs