As usual, you are wrong. Companies that engage consultants to "think about future issues" routinely file those agreements as material contracts. There are hundreds, if not thousands of examples of these filings. This is especially true when the "future issues" relate to what path a company is going to take forward (i.e., put itself up for sale or restructure). It is also true when a company like NWBO hires a consultant who is essentially filing the role of a Chief Regulatory Officer. The only possible argument against these agreements being material contracts is that they were entered into in the ordinary course of business. Most pre-revenue biotechs don't ever make it to the point where a BLA is filed and so by that standard, it wouldn't be ordinary course. The pre-revenue biotechs that do make it to the BLA stage likely have employees that have been through the process before, so if they have a consultant, it won't be the person who will do the heaving lifting, but more just bodies to help assemble the filing, and that kind of consulting agreement would definitely be ordinary course. But for NWBO, I think their consultants must be doing substantially all of the BLA work and acting as a Chief Regulatory Officer. If so, you are basically outsourcing a CRO and that is definitely NOT ordinary course and would need to be disclosed in a Form 8-K. I have a lot of respect for Dr. Bosch, but his resume doesn't suggest to me that he has any experience with the BLA process...maybe MI Dendream can chime in on this subject.
But regardless, you are missing the point (again): The Company told us that it was negotiating these agreements in a section of the 10-Q that is the equivalent of a Form 8-K. If they thought the mere negotiation of these agreements was material, doesn't the fact that one or more of these agreements was actually entered into have to be material for 8-K purposes? They could have said anywhere in the MD&A section of the 10-Q that they were negotiating consulting agreements with people that would help them with regulatory issues, but they chose to do it under Item 5, so that means they thought they were required to disclose the fact that they were negotiating these agreements. I know you cannot follow this logic and I am wasting my time typing this...but maybe it will benefit someone else.
Look, unless I see the actual contracts, I cannot know for sure whether the agreements are material. But the company clearly thought that they were, or would be. Or, the company incorrectly used Item 5 to make this disclosure, which is entirely possible since they bungle basically every filing that they make.
