Replies to post #201116 on NorthWest Biotherapeutics Inc (NWBO)

[Ultraz2]

Only if they earn it and not before...if anything, they should be awarded to shareholders for sticking by the company through thick and thin...mostly thin. Just saying...thanks for the post.

[ATLnsider]

These were the points I was trying to make a couple of days ago:

Regarding the stock options, it appears that some are suggesting that the 20% of outstanding shares would mean an additional 100,000,000 shares in new stock options. However, my interpretation is that the increase in stock options would only be incremental to allow the “Evergreen” provision to keep the number of granted stock options at the 20% of outstanding shares level.

If you look at the 10-Q for the period ended 9/30/2018 on pages 13 & 14, NWBO already had granted Stock Compensation or granted Stock Options of 100,159,000. The 20% Evergreen provision allows them to grant up to 20% of total outstanding shares, which were 510,100,000 as of 9/30/2018. The total allowable grantable stock options, based on the Evergreen provision would be 510,100,000 X 20% = 102,020,000. Therefore, the incremental increase in stock options would only be: 102,020,000 - 100,159,000 = 1,861,000 shares.

As the number of total outstanding shares increase, the incremental number of grantable stock options would also increase based on the Evergreen provision.

My points are: (1) the increase in stock options are incremental, not absolute & are based on the total number of outstanding shares; (2) NWBO has already granted about 100,159,000 stock options & these shares should be counted towards the 20% Evergreen provision, (3) the immediate impact of this Evergreen provision will be less than 2,000,000 shares.

I know that you probably already understood all of these points, but based on some of the postings I have read, I don’t believe everyone on this board understood them. I am not saying that the Evergreen provision is legal or illegal.

[Evaluate]

you wrote:

Has this 8K been posted
https://www.sec.gov/Archives/edgar/data/1072379/000114420418062069/0001144204-18-062069-index.htm

I don't think so.
It does help to clear up the recent option disclosure.

Item 7.01. Regulation FD Disclosure.
Recent Shareholder Inquiries (Option Pool)
On November 23, 2018, Northwest Biotherapeutics, Inc. (the “Company”) announced that the disinterested members of the Company’s Board of Directors (the “Board”) had approved an increase to the equity compensation option pool, reflecting increases in the numbers of issued and outstanding shares. The Company received some shareholder inquiries about the options. The Company’s responses to such shareholder inquiries are reproduced below:

Shareholder question: Did the Company just award new options equal to 20% of the outstanding equity of the Company?
Company answer: No. We understand that some message board postings may have made such claims, but they are either a misunderstanding or yet another misrepresentation to attack the Company. The Company only authorized a small incremental addition to the already existing option pool, to true up the balance of the pool to reflect the greater number of shares outstanding.

Shareholder question: How many shares are outstanding and how many new options did the Company add to the pool?
Company answer: There are approximately 516 million shares outstanding, and the Company awarded new options for approximately 5.3 million shares – a little over one percent (1%) of the shares.

Shareholder question: How did the Company determine the amount of the addition to the option pool?
Company answer: This small incremental amount updates the overall existing option pool to keep it at about 20%.

Shareholder question: Were all of the new options awarded to the CEO, Linda Powers?
Company answer: No. The authorization of the approximately 5.3 million options was for the whole option pool, and the pool covers all of the Company management, all employees, directors and key outside consultants. So, the incremental options are being issued in new individual grants that are spread among most of these parties, and are being implemented in agreements with the individuals. When the award agreements are finalized for the executive officers and directors, these will be reported on Form 4s.

[sukus]

This is a proof that the company is listening. I am glad the company put out some clarification. Flipper, the company listened to you.

[flipper44]

That's not the point that most posters made. The point most made is if this keeps up over a slow exercise hundreds of millions of warrants being exercised, the amount of options offered and exercised will double from about 100 million to 200 million. NWBO elected not to address that. If Basin is correct a negotiated deal is done, then more options would not likely be exercised, because the price would be at max. No harm done. Glad they are responding, although not always fully explained.

P.S. Could NWBO please start updating the OTC more regularly again on number of outstanding share count?

[biosectinvestor]

As I had suggested, lots of people taking things out of context. But those posts generally don’t last, if you know what I mean... up, there he goes again!

[kabunushi]

Les has not addressed any of the very legitimate issues which I posted very clearly, imo. BTW I know he read my post because somebody emailed it to him and he responded to that email. The points that Les should answer are as follows. The issues Les cited are I bogus and meaningless non-issues.

1. how many options are left ungranted in the 20% pool?

2. Why haven't you saved any in the pool and furthermore why are you immediately giving these new ones out instead of keeping any in the pool in case you need to make any new high level hires?

3. What % of granted options have gone to Linda this year and how does she deserve to be granted options for nearly 20% of the company at this time?

4. Linda was originally granted options for 5% of the company in a hiring agreement in 2011. Those expired in June and in the meantime since that grant, all equity that existed in late 2015 has been squeezed by 94% $4 t0 0.25). So explain to us how Linda deserve to have her expiring options replaced at all, let alone have her options increased to almost 18% of the total equity of the company with all the grants she has been given this year? How was shareholders interest taken into consideration in giving Linda almost 20% of all equity in the company at this time out of our pockets, in light of what can only be described as a total financial failure?