NorthWest Biotherapeutics Inc (NWBO)

[Pyrrhonian]

Total Cost From NWBO to Cognate during DCVax L P3 Trial

Sorry I just have to:

"If you paid attention, you would understand that what I'm saying is we, me, you, Albert Einstein, and anybody else on the planet Earth besides Linda and her cronies can't put those numbers together! Do you know why? Because the company hides the information so that we can't analyze it. We don't know what work Coganate has done or what hey have been paid for!" -Austin

Here you go:

Running totals (starting 2015 and working backwards):

Inducements: "During the three months ended June 30, 2015 there was no inducement expense

Invoices: "For the six months ended June 30, 2015 and 2014, we made cash payments for the two periods, respectively, of approximately $21.3 million (with invoices generally being paid in all cash), and $12.4 million (with invoices generally being paid half in cash and half in stock) to Cognate."

Balance Due: "As of June 30, 2015 and 2014, we owed Cognate $4.2 million and $2.7 million, respectively, for unpaid invoices for services performed by Cognate."

So for 2015 NW paid C $21.3mm cash and 900k warrants that vested that are part of the former agreement and so are not part of any "invoice" from C to NW.

The "Balance Due" is a running tab that the next payment covers, so it can be for the most part ignored, except the last one. So we'll add the $4.2mm here and make it $25.5mm in cash (btw looks like the "half cash half shares" agreement is kaput).

Thus:

1st H 2015:
-$25.5mm cash
-900k warrants

Totals for 2014:

Inducement and Settlement: "During the year ended December 31, 2014, $16.8 million of accounts payable owed to Cognate BioServices was settled for 4.2 million shares and 2.2 million warrants. The non-cash inducement charge was $16.0 million related to these transactions. The inducement charge was based upon the market price for tradable shares; however, the shares issued to Cognate were unregistered, restricted shares."

Inv: "For the years ended December 31, 2014 and 2013, the Company made cash payments of approximately $18.7 million, and $12.4 million, respectively, to Cognate BioServices. A portion of the $18.7 million paid in 2014 was payment for unpaid invoices from 2013.

During the years ended December 31, 2014 and 2013, the Company incurred non-cash equity based compensation (restricted common stock and warrants) related to Cognate BioServices of $21.3 million and $0, respectively."

The $0 in 2013 seems untrue, because a few paragraphs later it states:

"On July 31, 2013, Cognate BioServices, a related party supplier, agreed to convert an aggregate of $11.6 million of accounts payable into shares of common stock (“Conversion Transaction”) at an initial conversion price of $4.00 per share."

and

"During the year ended December 31, 2013, $13.5 million of accounts payable owed to Cognate BioServices (including the July 31, 2013 transaction discussed above) was settled for 4.7 million shares and 2.4 million warrants. The inducement charge was $7.5 million related to these transactions. The inducement charge was based upon the market price for tradable shares; however, the shares issued to Cognate were unregistered, restricted shares."

But the difference is "$21.3mm and $0" mention above was with respect to restricted shares, the immediate above were common shares.

So they settled part of this: "For the year ended December 31, 2013 the Company recognized approximately $25.4 million of research and development costs under these service agreements for that period.."

for $13.5mm, leaving $11.9mm paid in cash. Also they received $7.5mm in restricted shares as an inducement expense.

Thus:

2014:
-$18.7mm cash
-$21.3mm common stock/warrants
-$16mm restricted class shares (induce)
-900k additional warrants (not related to invoicing)

And:

2013:
-$11.9mm cash
-$13.5mm common stock/warrants
-$7.5mm restricted shares (induce)

For 2012:

Inducement: "In 2012, the Company issued approximately 0.5 million shares and 0.1 million warrants with an exercise price of $6.40 to an outside party in order to settle a note payable that Cognate owed to the unrelated party. The Company does not expect reimbursement from Cognate and as such, the fair value of the common stock and warrants issued to the outside party amounting to $2.2 million and was recorded as inducement expense for 2012."

Inv: "During the twelve months ended December 31, 2012 and 2011, the Company recognized approximately $16.5 million and $4.7 million, respectively, of research and development costs related to these service agreements."

Past conversion agreement mostly fulfilled: "On October 16, 2012, we entered into a conversion agreement with Cognate BioServices pursuant to which, upon the closing of the public offering in December 2012, an aggregate of $7.5 million unpaid invoiced amounts and payables were converted into equity."

That was originally $9.2mm worth of unpaid invoices that carried over through 2011, then they gave Cognate 46 million shares as payment of it ("On November 23, 2011, the Company and Cognate executed the conversion of $9.2 million dollars of amounts owed by the Company to Cognate Bioservices, Inc. into 46 million shares of common stock, using the agreed upon conversion rate of $0.20 per share.")

, then paid some cash and ultimately (post split) this was handled by giving Cognate the $7.5mm worth of shares. It all stems from debt that accumulated and was mostly unpaid from 2009-2011.

So for 2012 we have:

-$16.5mm cash
-$7.5mm common shares carried over as conversion agreement
-$2.2mm cash (induce)

For 2011:

Inv: "During the years ending December 31, 2010 and 2011, respectively, the Company recognized approximately $7.8 million and $4.7 million of research and development costs related to these service agreements. As of December 31, 2010 and 2011, the Company owed Cognate approximately $10.2 and $0.6 million, respectively."

So on Nov 2011 they executed that conversion agreement and expired (essentially) $9.2mm of that above $10.2mm of back owed (through Dec 2010) debt. However, there is a new invoice for 2011 totaling $4.7mm. Most of that was therefore paid in cash. What wasn't ($0.6mm) was paid the following year so as stated we just count the cash expense for 2011 at $4.7mm.

So for 2011 we have:

-$4.7mm cash

No inducements.

2010 had $7.8mm invoiced and 2008/2009 were:

"During the years ending December 31, 2008 and 2009, respectively, we recognized approximately $7.8 million and $7.3 million of research and development costs related to this service agreement. As of December 31, 2008 and 2009, the Company owed Cognate approximately $1.1 million and $5.9 million, respectively."

Of the $15.1mm invoiced over 08/09, $7mm was unpaid. By the end of 2010 they owed $10.2mm, meaning they paid Cognate most of what was invoiced those three years; $22.9mm invoiced and $10.2mm unpaid. So another $12.7mm in cash was paid those three years. No shares were given in payment for debt.

So for 2008, 2009 and 2010 we have:

-$12.7mm cash

No inducements. But $12.7mm cash plus $7.5mm in eventual shares is A LOT for making no vaccine.

And lastly 2005-2007 (when the P3 really began):

"During the years ending December 31, 2005, 2006 and 2007, respectively, we recognized approximately $3.5 million, $2.4 million and $5.8 million of research and development costs related to this service agreement."

-So another $11.7mm cash.

Grand totals:

-$103.2mm in cash payments (includes $2.2mm inducement)
-$42.3mm common shares/warrants (valued mostly around $4)
-$23.5mm restricted class shares (inducement expense)
-4.5million potential new warrants (900K every 6 months for 5 consecutive periods or 4.5mil warrants by Jun 2016 as per the 15% warrant coverage from Jan 2014 agreement)

$169mm to Cognate for manufacturing services according to past agreements, not including extraneous fees. $261mm in R&D from 2007-mid2015. Shareholders have been way overcharged, imo. That's a real thing. This dilution has taken money from them and placed it into building out Cognate, which Linda Powers is majority owner of. NWBO shareholders have no stake in Cognate.

What did she tell shareholders it would cost?

Q: Why did you give up on prostrate when it has a larger financial potential? Why not focus here instead of on the brain cancer?

NWBO's Linda Powers: "It’s purely a function of dollars and time. The dollars to conduct the prostrate trial phase 3 is 35 to 40 mil, for brain, it’s 10 to 15 million which is an utterly different scale of resources to come up with."

source:

http://www.biomedreports.com/articles/most-popular/44357-rumors-and-myths-northwest-biotherapeutics.html