Replies to post #345643 on NorthWest Biotherapeutics Inc (NWBO)

[mattpk]

Rule 12(b)(25) spells out what can be filed late without penalty (NWBO is beyond that now) and which information must be filed in part if the entire report cannot be filed. There is no rule under the 34 Act that provides any form of exception to the requirement to file. Of course some companies fail to do so for extended periods, but that usually triggers an SEC action to cancel the registration which is really game over.

The only circumstance I have ever seen where the SEC will allow non-filing to continue for an extended period of time without further action is in bankruptcy, but even then they require the monthly reports filed with the United States Office of the Trustee to be timely filed as an 8-K.

I would tend to agree with exwannabe's explanation that the merger with Flaskworks has triggered the requirement to produce two years of audited financials. Proforma information is required if that information would be material to an understanding of the registrant. The full requirements are contained in Regulation S-X.

[anders2211]

Depending on the significance level of the acquisition, NWBO could have to produce 2 years of audited financials on Flaskworks, As a private company, Flaskworks' books might not have been in the best of shape. I could easily see the acquisition being more of an issue than the rest of the 10-Q in totality.

My first thought when reading your post was that the suggestion that NWBO did not do some serious book DD on Flaskworks and thus does not need 2 months extra time to check Flaskworks books, that that suggestion is absurd. But then I reread the NT and it says this

due to certain pending accounting and valuation matters such as those in connection with the acquisition of Flaskworks during the quarter

Pending accounting in connection with Flaskworks. You would think that NWBO would have gone through thorough DD before buying FW. So why need extra time for extra accounting is a riddle to me, I must admit.

Also, I have never heard of any ability to ask the SEC for permission to not file.

I have never asserted that NWBO has permission to NOT file. I said that I believe NWBO has permission from the SEC and or the OTC to delay the filing of the 10Q for good reasons.

If NWBO did not have permission then your repeated prediction of delisting would have most probably already come to fruition.