NorthWest Biotherapeutics Inc (NWBO)

[exwannabe]

Self contradictory issues in exhibit 6 of the 2nd AC. Probably will not matter at the end of the day, but one would think the crack legal team would do a bit better job of checking the filing.

In Exchange Agreement Sales, Plaintiff sold shares to lenders in exchange for the extinguishment of debt obligations having an outstanding value equal to the market value of Plaintiff’s shares as determined by a standard pricing formula. In these transactions, the price at which Plaintiff sold shares to lenders was determined by a single formula: (a) 85% multiplied by (b) the average of the five lowest closing sale prices of NWBO shares in the last twenty trading days immediately preceding the date of each exchange agreement.

Anyway, exhibit 6 lists a set of exchange transactions where NWBO sold stock based at 85 % of the average of the lowest 5 closes over the previous 20 days. Sound rational. Then look at the data though.

1) On 11/10/20 they had 3 transactions. The sale prices were $1.75, $2.15 and $2.08.. Problem is the lowest 5 closes back then were around $1.10.

2) On 3/2/21 they sold 92,436 shares based on spoofs on 10 dates, including several in the future.

3) Per the asserted formula, any sales on the same day should be at the same price. Many examples of this not being true.

4) On 1/15/21 the average of the 5 previous closes was 1.325 so the formula should comes out to $1.126 but they sold at $1.35

This is from a spot check.

Glad to see they are acknowledging help from their SMA here on 'HUB though.