NorthWest Biotherapeutics Inc (NWBO)

[dennisdave]

there are a million reasons why this is way better than doing anything with CRL.

and yet you can't provide any, how about that

“Basic business,” huh? Let’s do basic facts from NWBO’s own filings:
Advent is a related party owned by Toucan, which is controlled by Linda Powers. That’s in black and white.

Cash + stock flowed to Advent. In 2022 alone, NWBO paid ~$12.7M to Advent plus $3.0M cash and 7.5M shares (~$5.9M FV) for “one-time milestones.” By year-end 2022, $6.58M was still owed to Advent. Later, NWBO accrued 1.5M shares (~$1.1M) for the MAA submission milestone. That’s shareholder money and dilution going to a CEO-controlled counterparty.

Pricing isn’t arm’s-length; it’s cost-plus 15%. NWBO says Advent invoices on “costs incurred + 15%” under the Ancillary Services Agreement. Cost-plus with a related party is exactly why entire fairness scrutiny exists.

Then you start lying again. NWBO is the head lessee and sub-leases ~14.5k sq ft to Advent at 2× the head lease (capped at $10/sq ft). It does NOT own the property Sawston. NWBO booked just $145k sublease income in 2022. This is not “CRL bad / NWBO owns everything.” It’s a two-way financial relationship with the insider’s company.

CRL strawman: CRL bought Cognate for $875M in 2021, which shows the scale of CDMO economics, not that insider cost-plus is “better.” Entire-fairness asks whether these related-party terms were arm’s-length, not whether CRL is expensive.

Legal reality: In Delaware, when the CEO sits on both sides of a deal, the burden flips they must prove fair price + fair process. “We disclosed it,” “we needed manufacturing,” and “CRL is pricey” are not defenses to a duty-of-loyalty problem. Show contemporaneous RFPs, third-party benchmarks, and an actually independent committee you and your cult members are being extremely naive.

Disclosure isn’t a hall pass for self-dealing. The filings already show the conflict and the cash/stock flows. The only open question is whether they can prove entire fairness and that’s their burden, not shareholders.