NorthWest Biotherapeutics Inc (NWBO)

[sentiment_stocks]

... the securities issued on May 22, 2017 were issued pursuant to the exemption from the registration requirements afforded by Section 3(a)(9) of the Securities Act, and the securities issued pursuant to the Forbearance Agreement were issued pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act.

Looks like this section allows them do an exchange of debt for securities with quite a few advantages.

Done quickly w/o SEC review.
Flexible - can retire debt
Doesn’t require cash on hand

4 main requirements of Section 3(a)(9) are:

must be same issuer
no additional considerations from security holder
OFFER ONLY TO EXISTING SECURITY HOLDERS: The exchange must be offered exclusively to the issuer’s existing security holders.
No commissions or enumerations.

https://media2.mofo.com/documents/090605exchangeoffers.pdf

In an exchange offer, the issuer offers to exchange new debt or equity securities for its outstanding debt or equity securities.

An exchange offer often is used as an alternative to a cash tender offer if an issuer does not have or want to use its available cash resources to repurchase outstanding debt or equity securities. For distressed companies, AN EXCHANGE OFFER may be the BEST NON-BANKRUPTCHY RESTRUCTURING option.

An exchange offer enables an issuer to, among other things:

reduce interest payments or cash interest expense (by exchanging debt securities with a high rate for a lower rate);

reduce the principal amount of outstanding debt (in the case of a debt-equity swap);

manage the maturity dates of outstanding debt (by exchanging debt securities that are coming due for

debt securities with an extended maturity);

modify the terms of securities (for example, interest payment dates, conversion ratios and redemption provisions); and

reduce or eliminate onerous covenants (if coupled with an exit consent).

Section 4(a)(2)
An issuer may rely on the private placement exemption provided under Section 4(2) of the Securities Act or the exemption provided by Section 3(a)(9) of the Securities Act.



Sounds like some creative financing with some friendlies.

Had it been with the toxic types, it would have probably been for .12¢ or lower and been at least 20m shares alone, plus TONS more in warrants.

So instead, it was at .18¢.

And the share price closed at .16¢ from May 11 - May 23 - dropping to .15¢ on May 18 only. So this exchange was done at .02¢ higher.

And the warrants are all offered at .26 and $1. Same as they were back in March.

Not as good as a loan by insiders. But not bad. Not bad at all.