NorthWest Biotherapeutics Inc (NWBO)

[Poor Man -]

My theory for why they entered into the Block Letter is they want to exclude those shares from the definition of beneficial ownership in order to get around reporting requirements.

They might be transferring warrants and options into other vehicles (tax or estate planning reasons?) that they don’t want to report via public filing, which might otherwise create speculation.

LP might just have dispositive control of certain warrants at Toucan, but is not the actual beneficial owner. So it’s possible that transfer of certain warrants could involve other parties that they prefer not to disclose.

Consists of?29,411,759 shares of common stock held by Ms. Powers. Ms. Powers entered into a Letter Agreement with the Company pursuant to which Ms. Powers does not have the right to effect the exercise or conversion of any options, warrants and other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Ms. Powers provides the Company 61 calendar days advance notice of such exercise or conversion to the corporate secretary of the Company. As a result, such options, warrants and other derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

(5)
Consists of?172,742 shares of common stock held by Mr. Goldman. Mr. Goldman entered into a Letter Agreement with the Company pursuant to which Mr. Goldman does not have the right to effect the exercise or conversion of any options, warrants and other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Mr. Goldman provides the Company 61 calendar days advance notice of such exercise or conversion to the corporate secretary of the Company As a result, such options, warrants and other derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.