Replies to post #396719 on NorthWest Biotherapeutics Inc (NWBO)

[skitahoe]

I've always been of the belief that the company is very positive that once TLD is revealed the shareholders will be happy to authorize more shares as they'll be needed. They may be playing their hand close to the vest, but they know the law, they know how much time they must allow for shareholders to be informed and vote, and they know how they intend to fund the company until such time as it happens. I should add that the vote could be for more than increasing the authorized shares, it could also include the acceptance of a partner, or even a buyer.

Frankly, I wonder how much the SEC or other regulators seriously regulate companies that aren't on the major stock exchanges. I'm not suggesting that they can be ignored, but I believe that laws regarding how long a company has to report things like trial results, or even financials have little enforcement, but may be important when it comes to listing on higher level exchanges. I believe the last quarterly is the fourth such report that's been on time, if they keep it up, when they meet other up listing criteria they should be okay with financials.

Gary

[Poor Man -]

I was curious about the motive for locking. How does that make any difference for the number of shares that need to be reserved…are the locked options excluded from the reserve requirement per their charter?

But it can be dangerous, and they have stated the limit as a concern for why they are locking

[Poor Man -]

My theory for why they entered into the Block Letter is they want to exclude those shares from the definition of beneficial ownership in order to get around reporting requirements.

They might be transferring warrants and options into other vehicles (tax or estate planning reasons?) that they don’t want to report via public filing, which might otherwise create speculation.

LP might just have dispositive control of certain warrants at Toucan, but is not the actual beneficial owner. So it’s possible that transfer of certain warrants could involve other parties that they prefer not to disclose.

Consists of?29,411,759 shares of common stock held by Ms. Powers. Ms. Powers entered into a Letter Agreement with the Company pursuant to which Ms. Powers does not have the right to effect the exercise or conversion of any options, warrants and other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Ms. Powers provides the Company 61 calendar days advance notice of such exercise or conversion to the corporate secretary of the Company. As a result, such options, warrants and other derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

(5)
Consists of?172,742 shares of common stock held by Mr. Goldman. Mr. Goldman entered into a Letter Agreement with the Company pursuant to which Mr. Goldman does not have the right to effect the exercise or conversion of any options, warrants and other derivative securities, as applicable, to acquire shares of the Company’s common stock, unless Mr. Goldman provides the Company 61 calendar days advance notice of such exercise or conversion to the corporate secretary of the Company As a result, such options, warrants and other derivative securities are not considered “beneficially owned” within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended.

[anders2211]

The company is required by charter to reserve the options (vested or not) as long as they are reasonably likely to be exercised. Even the unvested options will vest "soon", so the BOD may be a bit nervous about violating that as if things go south they could be liable.

You dont know if the BOD is nervous since Im pretty sure you dont know what conditions they have been vested under. But ok lets assume that the options have become exercisable because the vested conditions have been reached (could very well be) The options are ONLY rewarded to staff and LP/LG. As long as the other executive officers and directors, LP and LF will not summon NWBO to have their warrants and or options exercised the BOD should have nothing to worry about. Your assumption otherwise is nonsense.

The warrants and converts OTOH are contractual issues and going over the limit with them (restricted or not) is no issue unless somebody tries to exercise/convert and fails.

That's right so why again should the NWBO BOD be a bit nervous?

Even if you allow for the BOD to ignore the unvested options, there is the overhang that a bunch of warrants is likely to expire too "soon".

That's why the option expiring timeline for among others Dr Bosch has been extended time and again. Do you really think that the BOD would on hand appeal on for example Dr Bosch to not exercise please and then let the timeline to exercise options just pass? Of course not.

Im looking at this as very bullish. The timeline for the option exercise is already been pushed out only a few months

In addition, other executive officers and directors extended their suspensions from June 30, 2021 until July 31, 2021, and from July 31 to at least August 31, 2021

why Aug 31? Will these executive officers and directors start selling around 59 million shares after TLD? Perhaps, or perhaps NWBO will be bought after TLD?

There is simply no "right" answer to the question of how many shares they could issue.

yes there are as many as the special ASM let them and as many as the market is willing to buy? Dont understand your remark here.

But it can be dangerous, and they have stated the limit as a concern for why they are locking.

You again are assuming that staff LP and LG would endanger NWBO by legally demanding shares. Can you imagine Dr Bosch suing NWBO over this, absurd?