NorthWest Biotherapeutics Inc (NWBO)

[GermanCol]

So here is the view from somebody that doesn't post too much, but follows this board and has been an NWBO investor for long time. From last 10Q:

On June 30, 2021, the Company entered into multiple four-month note agreements (the “Notes”) with various individual lenders (the “Holders”) with an aggregate principal amount of $1.9 million. The Notes contain a conditional piggy-back right to independently purchase shares from the Company, which provides a right for the Holders, contingent on the release of clinical trial data and a next private placement offering (“Next Offering”) after this release, to (a) purchase shares from the Company within seven days following such Next Offering at a 12% discount from the share price of the Next Offering for a variable number of shares equal to an amount up to 50% of the principal amount of the loan and (b) exchange some or all of the outstanding loan amount for a variable number of shares, within seven days after the Next Offering at a 12% discount, resulting in a reduced cash amount repayable under the loan agreement.

During July and August 2021, the Company entered into multiple four-month note agreements (the “Notes”) with various individual lenders (the “Holders”) with an aggregate principal amount of $0.97 million for net proceeds of $0.93 million. The Notes contain a conditional piggy-back right to independently purchase shares from the Company, which provides a right for the Holders, contingent on the release of clinical trial data and the next private placement offering (“Next Offering”) after this release, to (a) purchase shares from the Company within seven days following such Next Offering at a 12% discount from the share price of the Next Offering for a variable number of shares equal to an amount up to 50% of the principal amount of the loan and (b) exchange some or all of the outstanding loan amount for a variable number of shares, within seven days after the Next Offering at a 12% discount, resulting in a reduced cash amount repayable under the loan agreement.

https://www.otcmarkets.com/filing/html?id=15166909&guid=Ym61kWAhssib73h


The 2 piggy-back rights the lenders have are:

- Item a) is just like a warrant with the difference that they can only exercise it until the company releases clinical trial data and there is a next private placement offering

- Item b) is a right the lender has to change the notes to convertible notes, also subject to the release of clinical trial data and a next private placement offering.

Why are these notes structured this way? I think it is because the company had to disclose information about the trial to the lenders in order to get the money, so the lenders cannot trade with shares until the information they got is public. And would they lend this money to a company they know that failed in the phase 3 trial? I'm sure not.

This for me is one of the most important signs that the trial was a success.