NorthWest Biotherapeutics Inc (NWBO)

[IkeEsq]

RE: hoffmann6383

A few random notes.

Not sure where you came up with 1.5 billion shares? Current authorization is 1.2 billion shares of common stock with (according to the May 10-Q) 984,247,092 shares outstanding on May 6, 2022 and 304,867,000 options as of March 31, 2022 and 208,705,000 warrants as of March 31, 2022. Meaning a total of ~1.5 billion shares already, not including 250 million for conversion of preferred shares and any shares they wish to sell post 'official' TLD release. So if they receive authorization for more, it is almost certainly going to be much more than 1.5 billion or 1.75 billion for that matter.

As per the Company bylaws (Section 2.4) they must give 10-60 days notice prior to the ASM, not 30 days. Of course, according to their bylaws (Section 2.1) they are supposed to hold an annual meeting within 13 months of the prior ASM, so take the 10-60 days with a grain of salt, I guess. Anyway, the ASM would not need to be held within 2 months under your logic, it would need to be announced within 2 months. Except that it doesn't.

In addition, Section 4.2 does not mention 3 months, it merely says conversion may occur "[f]rom and after the date set forth in the subscription agreement." So the Conversion Date is not set until they issue these shares to someone and anyway, the 3 months, if that was the time period, would not start to run until the shares were actually issued to someone.

While all of this could mean that the company is confident that news will be forthcoming in the next 3 months, history has not given us reason to have much confidence in the company's estimates about the timing of future events.

Lots of wild speculation on this board about the purpose of these preferred shares. and none of it backed up with anything. So we might as well consider the possibility that since they do not need shareholder authorization for these preferred shares, which can vote as 25 shares each, that they can just give them to the board/management team to offset dilution of the stock when they use those 250 MM votes to authorize an increase in share count to 2 billion. It would give them some 400 MM shares to vote with, so they only need to convince 100 MM shares to go along with it!