I've seen all of those, it's public knowledge. You keep completely hyping the point that they're "owned" by Four M. An assignment does not have to be an ownership. I posted a response to this previously. Phase V got this all stirred up when they said NWBO no longer "owned" the patents.
If you read the laws you'd find (and I'll again show you the SEC filing for the use of some of the patents as a security for a loan, which Phase V says NWBO never filed!) that NWBO could assign all or a percentage of the patent rights to another party. In these instances they were used as collateral. I don't see how all of you people can't understand that this is a common and often used way to do business. NWBO's directors have the right to decide how they use their property without a bunch of nutty retail investors clamoring to be informed about all the minute decisions they make in running a start up biotech. My god I'm so sick of this small minded crap.
Here's the filling: See The Part About Intellectual Property.
Item 1.01 Entry into a Material Definitive Agreement.
On April 2, 2012, Northwest Biotherapeutics, Inc. (the “Registrant”) entered into a Loan and Security Agreement (the “Loan Agreement”) with Four M Purchasers, LLC, (“Lender”), for the sale and issuance of secured notes by the Registrant. Pursuant to the terms of the Loan Agreement, Lender agreed to loan up to $500,000 plus 200% of the proceeds of any unsecured loans received by the Registrant from other investors during the period from the date of the Loan Agreement through 90 days after the date thereof, but in no event not to exceed $2,500,000 (the “Loan”). Interest on the Loan accrues at the rate of 8% per annum. The Loan Agreement provides for the issuance of a five year warrant to purchase shares of common stock representing 100% of each advance under the loan agreement at an exercise price of $.40 per share. The Registrant granted the Lender a security interest in the Registrant's intellectual property.
The Loan Agreement also provides for the extension of the maturity date of the Note issued pursuant to that certain Secured Loan Agreement and Promissory Note between Lender and the Registrant dated as of November 10, 2011.
At the Closing, the Registrant received $1.7 million, consisting of the first $500,000 from the Lender under the Loan Agreement, $400,000 in unsecured notes issued to other investors, and $800,000 from the Lender based on the 200% match (2 X $400,000) under the Loan Agreement. As additional matching notes are funded, the maximum funding from this transaction could total $3.5 million ($2.5 million from Lender and $1 million in matching funds).
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information required to be disclosed in this Item 2.03 is incorporated herein by reference from Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
The securities described in Item 1.01 above were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (“Securities Act”), and Rule 506 of Regulation D promulgated thereunder. The agreements executed in connection with this sale contain representations to support the Registrant’s reasonable belief that the investor had access to information concerning the Registrant’s operations and financial condition, the investor acquired the securities for their own account and not with a view to the distribution thereof in the absence of an effective registration statement or an applicable exemption from registration, and that the investor was sophisticated within the meaning of Section 4(2) of the Securities Act and was an “accredited investor” (as defined by Rule 501 under the Securities Act). In addition, the issuances did not involve any public offering; the Registrant made no solicitation in connection with the sale other than communications with the investor; the Registrant obtained representations from the investor regarding its investment intent, experience and sophistication; and the investor either received or had access to adequate information about the Registrant in order to make an informed investment decision. At the time of their issuance, the securities will be deemed to be restricted securities for purposes of the Securities Act, and the certificates representing the securities shall bear legends to that effect. The securities may not be resold or offered in the United States without registration or an exemption from registration.
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NORTHWEST BIOTHERAPEUTICS, INC
Dated: April 6, 2012 By: /s/ Linda Powers
Name: Linda Powers
Title: Chief Executive Officer and Chairman
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Further, here's the part from today's 8-K about how they're able to continue doing business exactly as they've been doing it because they have rights to the Intellectual Property of the company. Whether or not they have shares of the patents out to other parties is NORMAL!!!!! Let it go.
(p) Intellectual Property. The Company and its Subsidiaries own or possess adequate rights to use all patents, patent applications, patent rights, licenses, inventions, copyrights, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures), trademarks, trademark registrations, service marks, service mark registrations, trade names, mask work rights and other intellectual property necessary to carry on the business now operated by it or proposed to be operated by it as described in the SEC Reports (collectively, “Intellectual Property”), except where the lack of such ownership or rights to use would not have a Material Adverse Effect. Except as disclosed in the SEC Reports, there is no litigation or other proceeding pending or, to the Company’s knowledge, threatened and no claims are presently being asserted by any third party challenging or questioning the ownership, validity, or enforceability of the Company's right to use or own any Intellectual Property or asserting that the use of the Company’s Intellectual Property by the Company or the operation of the Company’s business infringes upon or misappropriates the Intellectual Property of any third party, and the Company is unaware of any facts which would form a reasonable basis for any such claim. None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property has expired, terminated or been abandoned, or is essential for the Company’s business and is expected to expire or terminate or be abandoned within two (2) years from the date of this Agreement. Except as disclosed in the SEC Reports, the Company is not otherwise aware of any infringement of or conflict with asserted rights of others with respect to any of the Company's Intellectual Property or the operation of the Company’s business. Except as disclosed in the SEC Reports, the Company is not otherwise aware of any facts or circumstances which would render any of the Company's Intellectual Property invalid or inadequate to protect the interests of the Company therein, or with respect to the patent applications contained in the Intellectual Property, unpatentable. Except as disclosed in the SEC Reports, or as would not, individually or in the aggregate have a Material Adverse Effect, to the best of the Company’s knowledge, (i) there is no infringement by third parties engaged in commercial activity of any Intellectual Property of the Company relating to the Company’s business and (ii) there are no non-commercial activities being performed by any third parties which, upon commercialization thereof, could reasonably be expected to infringe on the Intellectual Property of the Company. The Company and its subsidiaries have taken all steps necessary to perfect its ownership of and interest in the Intellectual Property.
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