Replies to post #163032 on NorthWest Biotherapeutics Inc (NWBO)

[hankmanhub]

BTW, there is no rational reason to convert other than having the option to sell quickly.

Is this game plan obvious or what?

EDIT: I fully expect a full blown pump combing references to the upcoming blended, blinded article and ASCO. The vote will timed be such that they can dump prior to the actual news.

Doesn't what you are alleging here amount to a set up to trade on insider information by LP??

[CherryTree1]

Not following you EX. Reading the latest 8k (see highlighted text below):
https://seekingalpha.com/filing/3944996
Not seeing that Linda has converted anything yet and it seems to me reading this that she can't convert for 6 months. This looks like Linda loaning the company $4.4 million and getting good interest rate and stock that can be converted for the load some time in the future. What am I missing? Why do you say the only way to interpret this is she is getting ready to sell on bogus new before the paper?

Item 1.01.	Entry into a Material Definitive Agreement. 
   
 Convertible Notes Issued for Loans Made By Chief Executive Officer  
  
 On March 14, 2018, Northwest Biotherapeutics, Inc. (the “Company”) and its Chief Executive Officer, Linda F. Powers, entered into a note and loan agreement for a loan of $4.0 million by Ms. Powers to the Company. The Note is convertible into Series B Preferred Stock at $2.30 for one share of Series B Preferred Stock and ten Class D-2 Warrants (the “Note”), with the Class D-2 Warrants on 50% of the principal due and issuable when the loan was provided, and Class D-2 Warrants on the other 50% of the principal and on all of the accrued interest due on a proportional basis in the event of conversion of some or all of the Note. Accordingly, the Company is issuing 8,695,652 Class D-2 Warrants to Ms. Powers now. The Note bears interest at a rate of 10% per annum, and is repayable upon 15 days' notice from the holder (and no later than five years from the date of the Note). Each share of Series B Preferred Stock is convertible into 10 shares of common stock when shares of common stock are authorized and available. The Class D-2 Warrants are not currently exercisable, will expire five years after they become exercisable and have an exercise price of $0.30. 
  
 On March 19, 2018, the Company and Ms. Powers entered into an additional note and loan agreement for an additional loan of $400,000 by Ms. Powers to the Company. This additional note is convertible into Series B Preferred Stock and Class D-2 Warrants on the same terms as the Note issued on March 14, 2018. 
  
 The convertible notes were issued pursuant to the exemption from the registration requirements afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). 
  
 Item 2.03.	Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. 
  
 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.03. 
  
 Item 3.02.	Unregistered Sales of Equity Securities. 
   
 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02. 
  
 Regulation D Offering and Additional Sales of Series B Preferred Stock 
  
 Subsequent to the completion of Company’s Regulation D offering of Series B Preferred Stock and Class D-2 Warrants in December 2017, as reported in the Company’s Form 8-K filed on January 4, 2018, the Company has made additional sales of Series B Preferred Stock and Class D-2 Warrants to investors from March 15, 2018 through March 19, 2018. During such period, the Company has issued an aggregate of 73,500 shares of Series B Preferred Stock, convertible into 735,000 shares of common stock, and Class D-2 Warrants to acquire an aggregate of up to 735,000 additional shares of common stock for a subscription price of approximately $170,000, on the same terms as in December 2017. 
  
 The Series B Preferred Stock is subject to restrictions, under which it is not currently convertible and will not become convertible into common stock until common stock is available therefor or after 6 months following issuance. When sufficient shares of common stock are available for issuance upon conversion, each share of Series B Preferred Stock will be convertible at the option of the holder, at any time, into 10 shares of common stock, par value $0.001 per share, for a total of 735,000 shares of common stock (the equivalent of a conversion price of $0.23 per share of common stock). Shares of the Series B Preferred Stock will only receive dividends if the common stock receives dividends, and such dividends would be in the same amount, on an as-converted basis. In case of a liquidation event, if the Series B Preferred Stock is still outstanding at that time, each holder will, with respect to each Series B Preferred share owned by such holder, be entitled to a liquidation preference of either the amount paid for the Series B Preferred share or the amount that the holder of such Series B Preferred share would have received if it had converted such share to common stock immediately prior to the liquidation event. 
  
 The Class D-2 Warrants are not currently exercisable and will become exercisable only when shares of common stock are available for issuance upon exercise. 
  
 In connection with these issuances of Series B Preferred Stock and Class D-2 Warrants, the Company entered into voting agreements with certain investors.