Replies to post #454235 on NorthWest Biotherapeutics Inc (NWBO)

[sentiment_stocks]

Dr. Bala... the low share count (three or four shares). was held by Shiva, the serial lawsuit filer. Not sure yet how many Schaeffer, the plaintiff from the Schaeffer case holds.

But let's take a look at the Schaeffer lawsuit now stickied at the top of this I-hub board.

The Schaeffer lawsuit claims that LG and the Directors awarded themselves, and Les Goldman, 134,575,229 stock options worth $40.64 million in May 2020.

Now this lawsuit is adding into that claimed set of 134 million options the 58,949,394 options awarded to LG which shareholders voted to approve by proxy in May 2021 at the ASM.

From the 2021 Proxy:

The compensation of the “Named Executive Officers” (as defined in Item 402(m)(2) of Regulation S-K) is described on pages 15-17 of this proxy statement.

We are asking stockholders to vote on the following resolution:

“RESOLVED, that the stockholders of Northwest Biotherapeutics, Inc. approve, on an advisory basis, the compensation paid to the Named Executive Officers as disclosed pursuant to Item 402 of Regulation S-K, including the Summary Compensation Table for fiscal year 2020, and the other related tables and disclosures.”

As indicated above, the stockholder vote on this resolution will not be binding on our Company or the Board of Directors, and will not be construed as overruling or determining any decision by us or by the Board. The vote will not be construed to create or imply any change to our fiduciary duties or those of the Board, or to create or imply any additional fiduciary duties for our Company or the Board.

https://www.sec.gov/Archives/edgar/data/1072379/000110465921051466/tm212568-1_def14a.htm

And if you look at pages 15 to 17 of the proxy, all the shares awarded to LG were spelled out that shareholders were being asked to vote for; and which was then approved in May 2021.

Les:
LG: May 28, 2018 - granted 24,500,000 options - $0.23 ($5.6 million to exercise)
LG: July 2, 2020 - granted 6,731,518 options - $0.35 ($23.6 million to exercise)
LG: July 2, 2020 - granted 21,822,937 options- for services during 2018, 19, 20 and subject to certain vesting requirements - $0.35 ($7.6 million to exercise)
LG: September 2, 2020 - granted 5,894,939 options - $0.55 ($3.2 million to exercise)

= 58,949,394 options
Which, by the way, if LG were to exercise these options, would mean LG would pay $40 million to the company to receive the shares.. Now if the company is sold before he exercises, then of course, he would receive payment instead minus the exercise price of the options.

As for the options held by the BOD, we've either voted for granting some of them in the past, or we'll have to vote for granting some of them at this next ASM, or they are or will be awarded based on achieved milestones.

This case is just another attempt, IMO, at a corporate shakedown to try and ask for payment for billable hours, scare away investors, and possibly, allow for yet another excuse to short the stock. This lawsuit WILL NOT result in removing any of the options that have been awarded to the BOD or Les Goldman being taken away.