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Rkmatters

04/24/16 2:35 PM

#59591 RE: Doktornolittle #59578

Dok,

Apples to oranges. Those shares were not warrants. But yes, of course, the third party investor shares were likely going to be released into the market for a profit. Therefore, depending how they were released, they would hit the float like 'warrants' to keep the price from rising until all the shares were all absorbed. That makes sense - there's no begrudging the investor of that. The third party investor deserved a profit on their loan. However, what you probably are not seeing is that in these type of repayment cases, the unrelated third party investor would not want to take a loss on their repayment. As such, the stock after the first period payout to the second period payout did not trade below $5.17. The investor would want to trade it down some so that the remainder of the balance owed to them in shares would represent a best deal, but not below a $5.17 market price. That makes sense too, and the investor likely did that too. According to the SEC statement the second release of shares means a new floor for $5.02, though the stock was trading at a higher range. Any stock sale below that $5.02 price would represent a loss, the floor was established. THERE IS NO REASON WHY LP, ACTING ON BEHALF OF COGNATE, BUT PRIVY TO NWBO INSIDER INFORMATION, NEEDED TO RAISE THE CEILING FOR THE THIRD PARTY INVESTOR TO ALLOW THE THIRD PARTY INVESTOR THE OPPORTUNITY TO SELL INTO GOOD NEWS. NONE. IT WAS NOT IN NWBO SHAREHOLDER BEST INTEREST THAT SHE DO THAT, BUT YET SHE DID.

13. Cognate previously entered into a $1.5 million convertible debt financing with unrelated third party investors, secured by Cognate assets, and provided the proceeds of the financings for Northwest Biotherapeutics' programs. The debt was convertible, at the investors' election, into Common Shares owned by Cognate. The third party investors elected to convert the debt and receive repayment in Common Shares rather than in cash and therefore, on August 27, 2014, Cognate transferred 145,068 Common Shares to settle $750,000 in debt notes.
15. On September 15, 2014, Cognate transferred 149,502 Common Shares to settle the remaining $750,000 in debt notes described in footnote 13.


https://www.sec.gov/Archives/edgar/data/1072379/000114420414075189/xslF345X03/v396664_4.xml