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Yes. nwbo did something similar with the A and B preferred a few years back when there was insufficient authorization for full conversion.
The Certificate of Designation includes the text: "subject to any restriction that may be set forth in the applicable subscription agreement".
So the subscription agreement should note restrictions on convertability subject to share authorization.
You don't know the history of the earlier issues of Preferred. Go back and read the nwbo proxy from April, 2018.
https://www.sec.gov/Archives/edgar/data/1072379/000114420418019780/tv490474-def14a.htm
You will find this section that shows how management voting control was enhanced rather than diluted when they placed 10x voting Preferred in friendly hands.
Voting Agreements
The holders of our Series A Preferred Stock and Series B Preferred Stock have previously entered into voting agreements with the Company. During the term of such voting agreements, the holders of our Preferred Stock agreed for purposes of any shareholder meeting or action of any kind, the holder will cause the Common Stock and shares of Preferred Stock owned of record or beneficially by the holder (the “Covered Shares”) to be counted as present for purposes of establishing a quorum, and will respond to each request by the Company for written consent, if any, and the holder will vote (or consent) or cause to be voted (or cause consent to be granted), all Covered Shares in accordance with the recommendations of the Company’s Board of Directors with respect to any amendment to the Company’s Certificate of Incorporation as the Board of Directors may deem necessary or appropriate to increase the Company’s authorized Common Stock and/or Preferred Stock. Pursuant to the terms of the voting agreements, all outstanding shares of Preferred Stock beneficially owned by stockholders as of March 12, 2018, will be voted in favor of Proposal No. 2. As described above, the holders of Preferred Stock are not entitled to vote with respect to Proposal No. 1. In addition, holders of approximately 129,931,000 shares of our Common Stock are currently subject to similar voting agreements with the Company and such shares of Common Stock will be voted in favor of both Proposal No. 1 and Proposal No. 2.
Preferred authorization is 100m. Has been for several years.
Preferred stock ($0.001 par value); 100,000,000 shares authorized as of December 31, 2021 and 2020, respectively
You're still wrong.
Please go back and read the 2018 proxy so you understand the nwbo precedent.
If you still doubt it, email David Innes and let him confirm it for you.
Read section 2 again, this time noting what I bold. Just as in 2018, the Preferred would NOT vote on an increase in common authorization.
(2) The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the certificate of incorporation, if the amendment would increase or decrease the aggregate number of authorized shares of such class, increase or decrease the par value of the shares of such class, or alter or change the powers, preferences, or special rights of the shares of such class so as to affect them adversely. If any proposed amendment would alter or change the powers, preferences, or special rights of 1 or more series of any class so as to affect them adversely, but shall not so affect the entire class, then only the shares of the series so affected by the amendment shall be considered a separate class for the purposes of this paragraph. The number of authorized shares of any such class or classes of stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the stock of the corporation entitled to vote irrespective of this subsection, if so provided in the original certificate of incorporation, in any amendment thereto which created such class or classes of stock or which was adopted prior to the issuance of any shares of such class or classes of stock, or in any amendment thereto which was authorized by a resolution or resolutions adopted by the affirmative vote of the holders of a majority of such class or classes of stock.
Class C can vote on most, but not all, issues. I never suggested otherwise, nor did I imply anything even remotely negative about nwbo.
The topic is relevant because share authorization increase is likely to be on the next proxy.
Read the post you cited again.
"Except as otherwise required by law or other provisions of the Certificate of Incorporation or this Certificate of Designations"
nwbo cannot override Section 242(b)(2) of the Delaware General Corporation Law
Preferred cannot vote to increase authorization of common shares.
We've seen this before with the proxy dated 4/9/2018. https://www.sec.gov/Archives/edgar/data/1072379/000114420418019780/tv490474-def14a.htm
which notes:
holders of Series A Preferred Stock and Series B Preferred Stock are not entitled to vote their shares on any matter which the holders of Common Stock are entitled to vote as a separate class pursuant to Section 242(b)(2) of the Delaware General Corporation Law. Accordingly, holders of Preferred Stock will not be entitled to vote on Proposal No. 1 described herein.
Proposal #1 was increase common share authorization to the current 1.2B shares.
Yes, both the A and B preferreds had 10 votes per share. You can verify this from the Certificates of Designation.
https://www.sec.gov/Archives/edgar/data/1072379/000114420417064616/tv481770_ex3-1.htm
https://www.sec.gov/Archives/edgar/data/1072379/000114420418000828/tv482665_ex3-1.htm
If you go to the most recent 10-K, both of these links are in the list of Exhibits. Even though there have been no shares outstanding for several years, both Series of Preferred were authorized and available to be issued as of 12/31/21.
Preferred stock is used differently for small/micro companies than larger firms with which you may be familiar. Don't be surprised that there are voting rights, or by the lack of dividend.
I do not see the Series C Preferred as a poison pill, at least not an effective one. 10 million x 25 votes = 250,000,000 votes. With 1.2B common authorized, and more needed, 250m votes for the C Preferred isn't enough to act as a poison pill.
Not sure it's a sign of a partner either. When the A and B Preferred were issued, it was just financing rather than partnership.
I don't read this as the nwbo Board handing over voting power to anyone. Giving away control is not Linda Powers' style. I think it's what they need to do in order to obtain financing in a challenging market environment.
Definitely read the sections on voluntary and mandatory conversion. It's not just boilerplate. Back in 2016 LP used the mandatory conversion provision on the A and B shares.
You are wrong about the A and B Preferred. Both were issued. Go back to the 10-K for 2017 and you will find:
Convertible Series A, 15,000,000 shares designated - 9.7 million and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively; aggregate liquidation preference of $17,831 7,439
-
Convertible Series B, 15,000,000 shares designated - 5.6 million and 0 shares issued and outstanding at December 31, 2017 and 2016, respectively; aggregate liquidation preference of $13,104
So you can clearly see that both were issued, then eliminated through a combination of voluntary and mandatory conversion.
It helps if you go back and look at the Certificate of Designation for the Class A and B Preferred, and compare it to the new Class C Preferred.
A: https://www.sec.gov/Archives/edgar/data/1072379/000114420417064616/tv481770_ex3-1.htm
B: https://www.sec.gov/Archives/edgar/data/1072379/000114420418000828/tv482665_ex3-1.htm
C: https://www.sec.gov/Archives/edgar/data/1072379/000110465922082813/tm2221829d1_ex3-2.htm
The key difference I see is that the new Class C will have 25 votes per share, whereas the A and B had 10 votes per share.
I suspect that eliminating the A and B designations is a protection for the eventual C owners, so that no security could potentially be issued with senior rights.
The issue of common share authorization still exists.
This may be part of the explanation for the delay in the proxy and ASM, and give longs a pretty good insight into what issues they will be asked to vote.
No one ever claimed or implied that Rago works for nwbo. You're the only one who brought that up.
Yes.
Changed endpoints. Changed comparators. All 15+ years into the trial. Comparators have inferior patients characteristics to nwbo. And the results are still mediocre.
I'm not as impressed as you apparently are.
There is plenty of room for legitimate skepticism, although you wouldn't know it on ihub as it gets shouted down.
Hoffman - you left out the Enron part.
Quote: Linda Powers it totally unqualified as a CEO. Weak lawyer skills have led to problems with NASDAQ and SEC. Total lack of experience with medical trials and regulation has led to interminable and inexcusable delays.
Hofffman - occasionally you get something right.
No feelings at all for the GBM patients who were not treated by nwbo because they've taken so long?
Imagine if dcvax had been managed by someone who had run a trial before? Someone who didn't have zero experience with FDA and other regulators? Someone who could submit a BLA less than 2 years after data lock?
Seriously? Do you think the Phase V excuse covers 7 years of 10x increase in share count?
Was nwbo in a quiet period in 2015? Embargoed for a publication? Or is there some other excuse for their failure to reply effectively?
You seriously think Linda Powers has been trying to avoid dilution? Let's look at the track record of shares outstanding.
12/31/15 96m
12/31/16 157m
12/31/17 328m
12/31/18 523m
12/31/19 614m
12/31/20 829m
12/31/21 948m
05/06/22 984m - latest from last 10-Q
If that is Linda Powers trying to avoid dilution, shares out multiplying by more than 10x in less than 7 years proves she's not very good at it.
Quote: You are literally just making things up right now with no basis in reality.
So you understand that is wrong, but only when someone other than you does so?
If it does happen as you expect, it will be the first time (in hundreds of attempts) that dot-connecting has predicted an nwbo event and timeline correctly.
I'll bet the over, which has always been a safe choice with nwbo.
10-Q for Q2 should happen by mid-August. nwbo has been timely for the last year.
Proxy and ASM - not a clue. Shockingly late already.
MHRA, FDA, BLA - no news before Labor Day
Care to quantify "very soon"?
Is Labor Day (9/5/22) enough time? Year end?
100% verbatim quote cut/pasted: "company is a scam, management is horrible and shareholder value is pathetic"
So Hoffman, quite a change of tenor for you...
nwbo had more than doubled in the month leading up to 5/10. Perhaps deflating a hyped price is a more accurate description than sell off.
There is also a reasonable argument that results are not all that impressive. However, any criticism of results just gets shouted down here rather than discussed rationally.
I'm not generally one to defend nwbo management, but it may be unfair to blame them for $1b market cap loss.
As a news event, 5/10 was not handled well. Surely we agree.
Consider the market action as a classic Wall Street setup; buy the rumor, sell the news.
Someone knows/expects a presentation is coming. They hype nwbo stock starting 5/2. That works well. Just look back at the wildly bullish ihub tone the first week of May. The promoters start selling into the froth 5/6-9, then dump their balance 5/10.
Instead of blaming nwbo management for a dump, maybe blame the naive folks who bought into an orchestrated runup that ended with a massive air pocket.
Review the early May volume and price action. This hypothesis fits as well as the downward manipulation hypothesis, perhaps better.
"top line data was recently presented"
https://nwbio.com/northwest-biotherapeutics-announces-presentations-on-dcvax-l-personalized-vaccines-manufacturing-and-scale-up-and-dcvax-l-clinical-program/
Words do matter, as do sources. When the question is whether nwbo's top line data was presented, nwbo's words are the only words that matter.
Quote: nwbo says it P3 TLD was released.
Hoffman, no one can argue with that simple declarative statement. Glad you finally realize there is no significance whatsoever to who made the presentation as long as nwbo acknowledges it as TLD.
nwbo says its P3 TLD was released. https://nwbio.com/northwest-biotherapeutics-announces-presentations-on-dcvax-l-personalized-vaccines-manufacturing-and-scale-up-and-dcvax-l-clinical-program/
Certainly it is appropriate for a medical expert who was part of the trial to present the data. Would you want it presented by a CEO with no medical degree?
There is no formal SEC or FDA definition for TLD. There is what nwbo believes, and a bizarre alternative from a handful of anonymous message board posters.
Quote: TLD was released. Confirmed by nwbo in its PR.
@Hoffman - you finally got it right.
top line data was recently presented
You can believe what nwbo says, or you can believe some fantasized message board alternative definition of TLD.
I did put the PR link in one post today, but I'll repeat it here since you missed it.
https://nwbio.com/northwest-biotherapeutics-announces-presentations-on-dcvax-l-personalized-vaccines-manufacturing-and-scale-up-and-dcvax-l-clinical-program/
nwbo says TLD is out. That is fact.
top line data was recently presented
That is simple straightforward text. Nothing "seems to indicate" anything other than the FACT that TLD is out.
Confirmed in public statements on company letterhead. Distributed via wire services. Communicated via email.
Are you accusing nwbo of lying in their June 5th PR where they said:
"This Phase III trial reached data lock and top line data was recently presented. "
https://nwbio.com/northwest-biotherapeutics-announces-presentations-on-dcvax-l-personalized-vaccines-manufacturing-and-scale-up-and-dcvax-l-clinical-program/
You're mostly correct in the conclusion, but don't have the logic correct at all.
nwbo is not on the SEC 13-F list, so there are no requirements to report nwbo holdings on 13-F filings. It used to be on the list, but dropped off when nwbo downlisted from NASDAQ.
Future investigations? I support anything that shines some sunlight on the internal workings of nwbo. It might surprise you that I want free and honest markets and would support investigating trading and promotion of nwbo, both positive and negative.
The SEC can start with why is the ASM so late.
If LP was such a knowledgable attorney, nwbo would not have multiple NASDAQ violations and multiple SEC violations on its track record.
"Exactly… the company cannot promote DCVax-L without regulatory approval to do so."
Another lesson nwbo learned the hard way back in 2014-5.
Imagine if they had partner who knows the trial process, has experience with regulators, understood stock exchange regulations and all the pitfalls of being a public company. But Linda Powers bizarrely believed that a partner would only bring cash.
While you are certainly correct that CDMO job postings tell you nothing about nwbo's future, they were a pretty good indicator that Linda Powers was about to make a windfall selling Cognate.
Perhaps she'll do well selling Advent as well. I'm sure all nwbo loyal longs wish her the best with her Advent expansion and monetization, regardless of whether nwbo succeeds.
None of that matters.
Presented, released, published - wording is irrelevant.
Doesn't matter if nwbo personnel presented or a scientist on their behalf.
nwbo placed its P3 results in the public domain for the first time The PR'd the presentation in advance, and subsequently PR'd that it was top line data.
None of the distrinctions that you think are so artful have any meaning whatsoever. Torture the language however you like. You're still wrong.
We're never going to agree on this.
nwbo says top line data was released. No amount of wordsmithing changes that fact.
It doesn't even really matter to anyone except the lenders with "piggyback rights".triggered by TLD.