Replies to post #757294 on NorthWest Biotherapeutics Inc (NWBO)

[dennisdave]

You should read https://investorshub.advfn.com/boards/read_msg.aspx?message_id=175989530 again which I keep referring to. You took one part from that post

Again because you seem to keep ignoring what I said I will summarize it once again. What could land Powerless in jail all added together don't pick ONE item.

1. The funding of her privately held CDMO Advent with a SUBSTANTIAL amount of shareholders' money WITHOUT
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2. Disclosing any transaction (SEC Regulation S-K, Item 404)
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3. Shareholder Approval Violating:
a. SEC Rule 10b-5 (Under the Securities Exchange Act of 1934) Rule 10b-5 "Misrepresentation or failure to disclose the use of funds.
b. Sarbanes-Oxley Act (SOX) Violations Section 402: Prohibits personal loans to executives — financing a private company controlled by the CEO could be interpreted as such.
c. Misappropriation of Corporate Assets – Potential Criminal Liability Misusing shareholder money for private purposes may constitute embezzlement or wire fraud, enforceable by the SEC and DOJ. The SEC may also pursue civil penalties, disgorgement, and officer/director bans under Section 21(d) of the Exchange Act
d. CEOs and CFOs must certify the accuracy of financial reports (Section 302).
Material misstatements or undisclosed related-party transactions undermine internal controls over financial reporting (ICFR), potentially violating Section 404.
Violation of SOX certifications can lead to criminal prosecution under Section 906, including fines and imprisonment
e. In Summary: Potential SEC Rules Violated
Rule/Act Description: Rule 10b-5 Fraud/misrepresentation
Regulation S-K Failure to disclose related-party transactions
Sarbanes-Oxley (SOX) False certifications, weak internal controls
Section 402 SOX Improper executive loans
Listing Standards Governance and audit oversight failures
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4. Independent Board Oversight
Listed companies (e.g., on NYSE or NASDAQ) must:
Have an independent audit committee or board review and approve related-party transactions. Violating
a. SEC Proxy Rules – Schedule 14A
Public companies must provide proxy statements to shareholders before annual meetings, including:
Related-party transactions.
b Corporate governance practices (e.g., presence of an audit committee).
Omitting the absence of an independent review process is a misleading proxy statement, violating Rule 14a-9, which prohibits false or misleading statements in proxy solicitations

SO THE WHOLE PACKAGE FLIPPER NOT JUST SEC Regulation S-K, Item 404, YOU GET IT NOW???