NorthWest Biotherapeutics Inc (NWBO)

[hyperopia]

The EDEN is basically the cell culturing system, which I believe is contained within the MicroDEN console which also houses the electronics to run the pumps and record the data of the culture process. The first generation MicroDEN device may not be suitable for the commercial process, so Advent may not be using that console.

The two EDEN culture chambers are the heart of the entire fluidic system of pumps, and fill and waste bottles. The real beauty of this EDEN cartridge is that the bottom is coated in polystyrene, which causes the monocytes to adhere to the bottom surface, and the bottom is also plasma treated, so it uses microfluidic properties, (Shashi Murthy’s specialty) which cause the fluids to flow in 8 channels, in a sort of clover pattern, to continually surround the cells with fresh media. It’s really a brilliant way to automate the culture process!

So it was not a small feat to find a new supplier to produce a prototype of the EDEN cartridge within 90 days of the Flaskworks’ acquisition. This first milestone was likely accomplished on time in November of 2020, since 1.5M shares were paid out on December 1, 2020 in accordance with the first milestone. (see 10K below)

The second milestone seems relatively easy to achieve as it was just proving that the system does what Flaskworks said it could do. Basically Advent just had to replicate the same experiments conducted at Northeastern University and St. Louis University to show the EDEN culture system could produce dendritic cells that were the same in number, phenotype, and induced T-cell proliferation etc., like DCVax. I think that this was probably the practice runs that should have occurred during the summer or fall of 2021 during/after the performance qualification stage. So I think that the second milestone was probably achieved some time late last year, although it’s not clearly stated in the recent 10K:

Flaskworks Acquisition
On August 28, 2020, the Company entered into a Unit Purchase Agreement (the “Agreement”) to acquire Flaskworks. Included in the consideration pursuant to the Agreement was Stock Consideration in the amount of approximately $2 million. This Stock Consideration is issued in the form of Rights to receive such value in shares issued pursuant to and subject to the vesting criteria set forth in a Rights Issuance Agreement entered into in connection with the closing of Flaskworks Acquisition. Because the Rights were subject to future employment and performance conditions, the Stock Consideration was not included in consideration payable for the Flaskworks Acquisition but rather was recorded as contingent consideration payable to employees for accounting purposes. The Company anticipates that the treatment of this Stock Consideration for tax purposes may be different than for accounting purposes, and will reflect the fact that this Stock Consideration was payment for acquisition of the ownership interests of certain shareholders of Flaskworks.

On December 1, 2020, the Company issued 1.5 million shares of common stock based upon the Flaskworks team having completed a significant milestone, in accordance with the Rights Issuance Agreement entered on August 28, 2020. During the year ended December 31, 2021 and 2020, the Company recognized approximately $0.7 million and $1.0 million stock-based compensation related to the Flaskworks Acquisition, respectively. Approximately $0.1 million was recognized in general and administrative and $0.5 million was recognized in research and development during the year ended December 31, 2021. Approximately $0.5 million was recognized in general and administrative and $0.5 million was recognized in research and development during the year ended December 31, 2020.