Replies to post #300687 on NorthWest Biotherapeutics Inc (NWBO)

[kabunushi]

[I edited to put this summary remark to Jerry at the top.]

Anyway, Jerry you don't think they will succeed so in your book it's all worthless monopoly money, isn't it? It seems like cognitive dissidence on your part to blast Linda for stealing so much of a reward while you also assert that there will be no pie for any of us. It's either worthless or else the management team is going to make truckloads of money for everybody, even 'poor longs' whose ultimate gains will be taxed at 20% for management's options. Which sucks but let's talk about it again if and when either I have 6-7 figure gain or LP et al get almost nothing for their options.

About the counts, Jerry, I'm sure I'm correct.

The prior grants were previously described in 8-k in May 2020 as having been accounted for but not yet issued, just as they are specifically described in this Q as being issued only now for the prior grants. Yes, it may seem a little strange for options to be approved and listed as vested even though not yet 'issued', but otoh obviously nobody was going to desire to exercise those options when the market price was at or below the vested price. And the 8=k and Q state that they were accounting for the not yet issued options which had been granted but not issued in 2018.

Here's the relevant language from the 8-k which said that they were counted but not yet issued. And the Q furthermore enumerates the number that were previously awarded (and counted) but only as of now were they actually issued.

The Company plans to count towards the pool under the new Plan the equity awards that have been approved over the last several years and cover more than 8 years of service by employees, directors and consultants stretching back as far as 2012.

The past option awards will use up nearly two-thirds of the pool under the new Plan. Approximately three-quarters of those past option awards have already been counted in the Company’s accounting since 2018, in addition to being approved and reported. Others have been approved and on several occasions reported but the issuance has not been completed.

Again here's the 10-Q where it does state that the options were granted ("approved") in 2018 but only just now issued.

On August 5, 2020, the Company issued an aggregate of approximately 26 million stock options to Company directors, subject to approval of these options by shareholders and subject to certain vesting requirements. These options were approved by the disinterested directors in part in November 2018 and in part on May 23, 2020 but were not issued until August 5, 2020. The exercise price of these options is $0.25, which was above the price being paid by unrelated investors for the Company’s stock at the time of the approval of the options based upon the recent market price, and the exercise period is ten years.

As previously reported in Form 4 filings, on July 2, 2020 the Company issued to Company officers approximately 31.4 million stock options previously approved for past service. These options had been approved during the last 2 years, but had not been issued until now.

BTW, the 8-k was all about the stock options plan which stated that 2/3 of the options pool which comprises 20% of outstanding shares, had already been awarded. 20% of current outstanding shares would not included warrants, so that means 20% of the 750 some million current shares, i.e. the entire authorized pool would be 150M in total, (again of which 2/3 had already been awarded as of 5/2020 as per the 8-k). The current pool of 20% of outstanding shares could not include a new 150M options being issued now in addition to the 2/3 of the then-current pool having already been issued as of 5/2020. The current pool is only about 150M in total, i.e. 20% of 750M outstanding shares and that includes the options already granted in 2018. The numbers are clear to me, I don't have to wait for the next Q to know what 20% of 750M is.

Yes, the evergreen 20% options pool is highway robbery of non-officer longs, but the BoD is getting very well paid to go along. The excuse LG gave me when the first 32M shares were granted to Linda was that it's needed to motivate talented advisors and potential new execs.

It was already obvious to me that Linda would continue to take the lions shares and Les isn't doing bad himself, in fact he will also be incredibly well rewarded if they succeed. It will take some larger and savvy investor to force them to dump that huge flow of cash into Linda and other management and directors pockets. I agree that some bonus is due to the officers if they succeed in making this happen, but the amounts lining LP's pocket in particular is obscene imo. But I've known about this feature since 2018 and I've been resigned to giving up 20% of realized mkt cap, in view of my expecting to make at least 5 times and maybe 20 times my money if and when this reaches full success. I don't hate LP, I feel that this feature rewards her well beyond anything that is fair but that's how the contract is written and to me it's just a tax that I'm well aware of.