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Re: TZOR post# 54799

Tuesday, 02/23/2016 5:10:08 PM

Tuesday, February 23, 2016 5:10:08 PM

Post# of 732069
No, the year was 2008, and lease space was in the US only. What is amazing is that the ridiculous administrative office spending goes further. According to their SEC statements, they were obligated to pay rent in not one, but two cities, Bothell and Bethesda, from December 2007 - June 30, 2008! . And there's no need for you to look for rates at the time, AVII notes that they moved into a more reasonably priced rental space in 2009 for around $13K, which is much less than the $35K monthly rate ($1K up from 2008 pricing) they were paying at the time.

Contractual Obligations

On November 4, 2005, we entered into a sublease agreement with The International Union of Operating Engineers Local 302 for 2,325 square feet of administrative space in a building located in Bothell, Washington. The initial sublease was for a term of 12 months commencing January 1, 2006. This sublease has been extended through June 30, 2008. -- NWBO 2007 10K



and AVII's post over at IV, titled: "A tale of two subleases":

A tale of two subleases
The first sublease was between Toucan and NWBO where NWBO agreed to pay $34000/month rent to Toucan.

Under the Sublease Agreement, the Company is required to pay base rent of $34,000 per month during the year 2008, which monthly amount increases by $1,000 on an annual basis, to a maximum of $42,000 per month during 2016, the last year of the term of the lease. In addition to monthly base rent, the Company was and remains obligated to pay operating expenses allocable to the subleased premises under Toucan’s master lease.

Now, the above lease was just a formalization of a verbal agreement between Toucan and NWBO that was made previously.

Previously, we had been occupying our Bethesda headquarters under an oral arrangement with Toucan Capital Corporation, whereby we were required to pay base rent of $32,949 per month through December 31, 2007. Under the sublease agreement, we are required to pay base rent of $34,000 per month during 2008, which monthly amount increases by $1,000 on an annual basis,



It is interesting that at the same time as they were paying $400k yearly rent to Toucan that Toucan loaned NWBO some money.

On December 22, 2008, we entered into a loan agreement with Toucan Partners for $500,000 with a term of six months at 12% interest. In connection with the loan the Company issued Toucan Partners warrants to purchase shares of the Company's common stock. The warrants have a term of five years from the issuance date.



A cynic might think that Toucan loaned NWBO money to pay the rent (probably rent for space that Toucan occupied also) and in return received NWBO stock (and a 12% premium). I'm not sure if that $500K was repaid later in cash (after future financing) or if the debt was converted to stock.

Then they moved down the street and entered into another sublease in Dec 2009. This was between American Cap ltd and NWBO.

They leased 7097 sq ft of space. The monthly rent was $13,306/month.



7000 sqft sounds like a lot of space for the 4 NWBO employees. But at least the rent is considerable cheaper than the $34,000 month of the other property.

Reading through the second lease agreement we see that the space isn't intended solely for NWBO. Signage was to be placed as follows:

Sublandlord shall have the one-time obligation to use reasonable efforts promptly following the Sublease Commencement Date to cause to be installed at Sublandlord’s cost building standard suite entry signage identifying Subtenant and three of its affiliates, namely Toucan Capital, HealthBank and Oncocidex (collectively, the “ Named Affiliates ”) at the main entrance to the Subleased Premises,

Can anyone with more experience reading financial statement figure out just how much rent was received by NWBO from the 3 "affiliates"? How much did Toucan, Healthbank and Oncocidex chip in on the monthly rent?

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