Your concept sounds naive. And, I simply don't believe that NWBO doesn't own the IP of all the technology. Whatever people are saying how do you just get 12 million in financing from sale of stock and warrants to institutional buyers if the company own no IP and has no other source of assets who'd give them 12 million? As a write off?
Phase V states in their article that NWBO assigned patents to Four M Purchasers without disclosure:
"The main asset of NWBO is its patents and NWBO goes into long disclosures about them. However, it seems that NWBO does not own the majority of its US patents. It has transferred them to Toucan Fund II and later to one of its largest shareholders, Dennis Mehiel. NWBO never disclosed these transactions."
Then what the hell is this:
Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2012, Northwest Biotherapeutics, Inc. (the “Registrant”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Four M Purchasers, LLC, (“Lender”), for the sale and issuance of secured notes by the Registrant. Pursuant to the terms of the Loan Agreement, Lender agreed to loan up to $500,000 plus 200% of the proceeds of any unsecured loans received by the Registrant from other investors during the period from the date of the Loan Agreement through 90 days after the date thereof, but in no event not to exceed $2,500,000 (the “Loan”). Interest on the Loan accrues at the rate of 8% per annum. The Loan Agreement provides for the issuance of a five year warrant to purchase shares of common stock representing 100% of each advance under the loan agreement at an exercise price of $.40 per share. The Registrant granted the Lender a security interest in the Registrant's intellectual property.
The Loan Agreement also provides for the extension of the maturity date of the Note issued pursuant to that certain Secured Loan Agreement and Promissory Note between Lender and the Registrant dated as of November 10, 2011.
At the Closing, the Registrant received $1.7 million, consisting of the first $500,000 from the Lender under the Loan Agreement, $400,000 in unsecured notes issued to other investors, and $800,000 from the Lender based on the 200% match (2 X $400,000) under the Loan Agreement. As additional matching notes are funded, the maximum funding from this transaction could total $3.5 million ($2.5 million from Lender and $1 million in matching funds).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Registrant’s reasonable belief that the investor had access to information concerning the Registrant’s operations and financial condition, the investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the investor was sophisticated within the meaning of Section 4(2) of the Securities Act and was an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Registrant made no solicitation in connection with the sale other than communications with the investor; the Registrant obtained representations from the investor regarding its investment intent, experience and sophistication; and the investor either received or had access to adequate information about the Registrant in order to make an informed investment decision. At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHWEST BIOTHERAPEUTICS, INC
Dated: April 6, 2012 By: /s/ Linda Powers
Name: Linda Powers
Title: Chief Executive Officer and Chairman
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I'm not aware that it's not at the discretion of the company's directors to decide what intellectual property it is allowed to assign to third parties as security. So, Phase V's assertion appears false, which shouldn't surprise anyone.
Further, I have a friend who started a pharmaceutical company completely based on developing and purchasing intellectual property, including patents, and using third party contractors to develop the clinical trials, manufacturing, distribution, and marketing of drugs for rare diseases. He's been doing this in the UK since 2001 and is incredibly successful in doing it this way. I'm afraid you're not up to date on this kind of enterprise. If I'm missing something please educate me, I'm here to gain and exchange knowledge, not start fights. That wasn't my intention and perhaps I shouldn't have used naive to describe you. No offense was meant.
