NorthWest Biotherapeutics Inc (NWBO)

[JerryCampbell]

Pure fiction.

The stock transactions that violated NASDAQ rules started in 2014, before the Phase V report.

https://www.sec.gov/Archives/edgar/data/1072379/000114420416098362/v438613_8k.htm

"On April 26, 2016, the Company received the Letter indicating that the Nasdaq Staff had reviewed certain stock issuances by the Company to Cognate during 2015 and 2014, that the Staff had determined that those issuances should be aggregated for purposes of applying Nasdaq rules, and that the aggregate total of the stock issuances in 2015 and 2014 should be measured against the Company’s stock outstanding in January 2014. The Letter further indicated that when the aggregated 2015 and 2014 stock issuances were measured against the stock outstanding in January 2014, the issuances exceeded 20% of the Company’s common stock outstanding in January 2014 before the issuances. Although the shares issued to Cognate were unregistered, non-tradable shares, and were also subject to multi-year vesting and lock-up restrictions (and an independent economic analysis by a major firm determined that the actual value of the shares was far lower), the applicable price per share for purposes of the Nasdaq rules is the market price of tradable shares. Some of the Company’s issuances to Cognate were below the market prices, and the most favored nation adjustments also resulted in issuances below the market prices. Nasdaq rule 5635(d) requires that a company obtain shareholder approval prior to the issuance, in a transaction not involving a public offering, of common shares or securities exercisable for common shares equal to 20% or more of the common shares outstanding before the issuance for less than the greater of book or market value. The Nasdaq Staff determined that the aggregated issuances by the Company to Cognate were not in compliance with this rule."