Replies to post #498227 on NorthWest Biotherapeutics Inc (NWBO)

[sentiment_stocks]

Sorry... I was going off of what I'd remember from the As and Bs, and I don't believe the preferred had voting rights (but I could be wrong).

But I hadn't looked at the certificate of designations, and you are clearly correct, it does state that these shares can be voted. Frankly, that's a good thing (because these shares were purchased, not granted), but I don't believe this at all means that some large entity is going to buy 200 million shares for $0.65 (and I doubt the company would ever sell such a large number of shares to anyone for that price) to secure a vote.

ARTICLE 3
VOTING RIGHTS AND TRANSFERABILITY
On any matter presented to the stockholders of the Company for their action at any meeting of stockholders of the Company (or by written consent of stockholders in lieu of a meeting), each Holder shall be entitled to cast the number of votes equal to twenty-five (25) votes per Series C Preferred Share held by such Holder. Except as otherwise required by law or other provisions of the Certificate of Incorporation or this Certificate of Designations, Holders shall vote together with the holders of Common Stock as a single class (together with any other capital stock entitled to vote thereon) and shall be entitled to notice of any stockholders’ meeting in accordance with the bylaws of the Company as in effect from time to time.
https://www.sec.gov/Archives/edgar/data/0001072379/000110465922082813/tm2221829d1_ex3-2.htm

[Poor Man -]

Crash, you already know this, so I’m making a point to the wider audience.

LP is not using the preferred to dilute herself or to give up control of NWBO. The reason the voting rights are so large for the preferred is to satisfy the governance and control considerations for the JV partners in an entirely separate vehicle.