NorthWest Biotherapeutics Inc (NWBO)

[sentiment_stocks]

I suspect next raise will be higher than where its trading currently at 15 cents.

Well here's what we do know.

The 3 month Class B $1 warrants done on March 17, 2017 through HCWainwright expire on Saturday, June 17.
https://www.sec.gov/Archives/edgar/data/1072379/000114420417016300/v462081_8k.htm

The approx. $4.5 to $5m remaining on the White Box loan is due on Monday, June 19.

And according to section 4.13 of the last exchange agreement, there are some limitations on the company as to how they can raise funds for 30 days from May 31, 2017.

Unless I'm missing something, it seems they can't:

issue any shares of common stock or equivalents (unless they are exempt issuances)

exchange any securities of common stock

UNLESS

they are with a non-institutional investor who buys under the same terms as the Sabby deal
- OR BETTER TERMS for the company
AND
they are locked up for the same 30 day period that expires 30 days from May 31, 2017

AND

I think I'm reading this correctly, but please feel free to correct me...

They can do an exchange of the White Box debt on the same terms as the Sabby deal
- OR BETTER TERMS for the company (so they can't be worse, right?)
AND
the exchange cannot take place BEFORE Monday, June 19
AND
cannot be announced UNTIL Tuesday, June 20
AND
they enter into the same lock up that expires 30 days from May 31.

4.13 Subsequent Equity Sales.

(a) From the date hereof until 30 days after the Closing Date, neither the Company nor any Subsidiary shall issue, enter into any agreement to issue or announce the issuance or proposed issuance (or exchange, or proposed exchange, of securities of the Company, including but not limited to an exchange similar to the transactions contemplated hereunder except as permitted below) of any shares of Common Stock or Common Stock Equivalents, other than Exempt Issuances.

(b) Notwithstanding the foregoing, this Section 4.13 shall not apply with respect to:

(i) a non-institutional investor (e.g., an individual who is an existing investor which invests after the closing date) that purchases securities from the Company on the same terms as the Securities under this Agreement (or terms more favorable to the Company) (but not an exchange of Exchanged Debentures which shall be covered under clause (ii) below); provided, however, that any such non-institutional investor purchasing any such securities will agree to enter into a Lock-Up Agreement which shall include, but not be limited to, such non-institutional investor not selling, pledging, transferring, or assigning any such purchased securities during the 30 day period set forth at the beginning of this Section 4.13.

(ii) an exchange of other Exchanged Debentures not purchased hereunder on the same terms as the exchange of Securities under this Agreement (or terms more favorable to the Company); provided, however, that such exchange shall not occur prior to June 19, 2017 and shall not be publicly announce prior to June 20, 2017 and any such investor exchanging such Exchanged Debentures will agree to enter into a Lock-Up Agreement which shall include, but not be limited to, such investor not selling, pledging, transferring, or assigning any such exchanged securities during the 30 day period set forth at the beginning of this Section 4.13. page 29
https://www.sec.gov/Archives/edgar/data/1072379/000114420417030281/v468136_ex10-1.htm

And so... to cover those White Box notes by next Monday, they've got to come up with something rather more creative to do it.

So to be clear...
They owe the debt on Monday.
They can't do anything with anyone but non-institutional investors and it has to be the same or better than the current Sabby deal. And these go into lock up until June 30.
They can't do an exchange of debt until Tuesday - but the debt is due on Monday. And if they do a deal similar to Sabby... they'll be late by one day, and those go into lock up until June 30.

If they do the exchange, they'll probably have to pay White Box for missing a few days - remember how they had to pay over $300k to White Box for the few days that they extended the last one?


Honestly, who comes up with these things?
It's such a horrific game.
No one is cutting them a damn break.