Replies to post #804198 on NorthWest Biotherapeutics Inc (NWBO)

[FeMike]

This is actually blowing my mind.

How stupid are you?

First of all, it's impossible to open the "10K filed on April 1, 2024" as NWBO filed their 2023 10K on March 5, 2024. Not April 1, 2024. It doesn't even have the date right. NWBO made no filings with the SEC on April 1, 2024. Maybe ChatGPT is playing an April Fool's joke on you.

Second, if you open the only available 10K document that NWBO has for 2023 fiscal year which was filed on March 5, 2024 and Ctrl+F "Revimmune Limited for a nominal purchase price of $1.00'" you get no results.

Below is the entirety of the section it references, which is Section 9: Related Party Transactions (AI says "Note 14 - Related Party Transactions" which is clearly another error as this is not how 10K's are broken down). Seriously kid. Stop talking to AI. Pull the 10K yourself and read it. That is not in there, AI is incorrect (which is not shocking at all). What is shocking is how utterly stupid you are.

9. Related Party Transactions

Advent BioServices Services Agreement

The Company had three operational programs with Advent: (a) an ongoing development and manufacturing program at the GMP facility in London, (b) an ongoing development and manufacturing program at the Sawston GMP facility, and (c) a one-time program for specialized work, organized into ten sets of one-time milestones, for the following:

? Qualifying for and obtaining three required licenses for the Sawston facility: a license from the Human Tissue Authority to collect and process human cells and tissues, a license from the MHRA for manufacturing for clinical trials and compassionate use cases, and a license from the MHRA for commercial manufacturing.
? Six workstreams relating to product matters required for an application for regulatory approval of DCVax-L, including Comparability, Stability, Potency, Product Profile, Mechanism of Action and Fill/Finish.
? Drafting and submission of key portions of the application for product approval itself.
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Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

Each of the three operational programs is covered by a separate contract. The ongoing manufacturing in the London facility is covered by a Manufacturing Services Agreement (“MSA”) entered into on May 14, 2018. The development and manufacturing program at the Sawston facility is covered by an Ancillary Services Agreement entered into on November 18, 2019. The specialized work associated with the ten one-time milestones is covered by an SOW 6 entered into under the Ancillary Services Agreement as of April 1, 2022 and amended on September 26, 2022 and September 26, 2023. The 2023 amendment extended the SOW 6 service period for about six months, through March 31, 2024.

The Ancillary Services Agreement establishes a structure under which the Company and Advent negotiate and agree upon the scope and terms for Statements of Work (“SOWs”) for facility development activities and compassionate use program activities. After an SOW is agreed and approved by the Company, Advent will proceed with, or continue, the applicable services and will invoice the Company pursuant to the SOW. Since both the facility development and the compassionate use program involve pioneering and uncertainties in most aspects, the invoicing under the Ancillary Services Agreement is on the basis of costs incurred plus fifteen percent. The SOWs may involve ongoing activities or specialized one-time projects and related one-time milestone payments. The current Ancillary Services Agreement ended in July 2023. The Company subsequently extended the term by 12 months to July 2024 with no other changes.

SOW 6 provides for ongoing baseline costs for manufacturing at the Sawston facility and one-time milestone incentives for (a) regulatory approval of each of the three licenses required for the Sawston facility, (b) successful completion of each of the six workstreams and (c) completion of drafting key portions of an application for product approval. The milestone incentives are a combination of cash and stock, and are not paid until the milestone is achieved and earned.

During the year ended December 31, 2023, the Company paid an aggregate of $5.0 million in cash, of which $1.0 million was related to two milestones that were completed and fully expensed in 2022, but was unpaid as of December 31, 2022, $4.0 million was payment for four completed one-time milestones (MAA workstream for mechanism of Action, obtaining a commercial manufacturing license from the MHRA on March 2023 and completion of drafting key portions of the application and submit the application to MHRA for product approval). The Company issued 4.5 million common shares as a result of completion of the two one-time milestones (obtaining a commercial manufacturing license from the MHRA and completion of drafting application) at fair value of $3.2 million, of which $0.6 million was recognized during the year ended December 31, 2023 and $2.6 million had already been recognized (but not paid) in 2022.

As of December 31, 2023, $0.5 million was unpaid and 1.5 million common shares have been earned but not issued in regard to the completed milestone (submission of the application to MHRA for product approval).

The following table summarizes total research and development costs from Advent for the years ended December 31, 2023, 2022 and 2021, respectively (in thousands).














For the years ended December 31,



2023


2022


2021

Advent BioServices
















Manufacturing cost in London


$

6,580


$

5,675


$

6,625

Manufacturing cost at Sawston facility




8,306




5,766




792

SOW 6 one-time milestones - Shares













Expensed and paid (milestone complete) (1)




578




5,120




—

Expensed and paid (partial milestone earned) (2)




—




750




—

Expensed but unpaid, not yet due (milestone not yet complete) (3)




—




3,573




—

Expensed and due, but unpaid (milestone complete) (4)



109



—



—

SOW 6 one-time milestones - Cash













Expensed and paid (milestone complete) (5)




661




3,000




—

Expensed and due, but unpaid (milestone complete) (6)




139




1,000




—

Expensed but unpaid, not yet due (milestone not yet complete) (7)




—




3,700




—

Total


$

16,372


$

28,584


$

7,417

(1)

The payment for the year ended December 31, 2023 covers two one-time milestones: obtaining a commercial manufacturing license from the MHRA and drafting key portions of the application for product approval. The payment for the year ended December 31, 2022 covers seven one-time milestones: five workstreams (Comparability, Stability, Potency, Product Profile, Fill/Finish), and two

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Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

required licenses for the Sawston facility (licenses from the Human Tissue Authority and from the MHRA for manufacturing for clinical trials and compassionate use cases).

(2)

The payment for the year ended December 31, 2022 covers the one-time milestone workstream: Mechanism of Action.

(3)

The expense for the year ended December 31, 2022 covers the one-time milestone for obtaining a commercial manufacturing license from the MHRA, and the one-time milestone for drafting key portions of the application for product approval.

(4)

The expense for the year ended December 31, 2023 covers the one-time milestone for submit application for product approval.

(5)

The payment for the year ended December 31, 2023 covers three one-time milestone: Mechanism of Action, milestone for obtaining a commercial manufacturing license from the MHRA and drafting key portions of the application for product approval. The payment for the year ended December 31, 2022 covers five one-time milestones: three workstreams (Comparability, Potency, Fill/Finish ), and two required licenses for the Sawston facility (licenses from the Human Tissue Authority and from the MHRA for manufacturing for clinical trials and compassionate use cases).

(6)

The expense for the year ended December 31, 2023 covers the one-time milestone for submit application for product approval. The expense for the year ended December 31, 2022 covers the two one-time milestone workstreams: Product Profile and Stability.

(7)

The expense for the year ended December 31, 2022 covers three one-time milestones: Mechanism of Action, milestone for obtaining a commercial manufacturing license from the MHRA, and the milestone for drafting key portions of the application for product approval.

Advent BioServices Sublease Agreement

On December 31, 2021, the Company entered into a Sub-lease Agreement (the “Agreement”) with Advent. The Agreement permits use by Advent of a portion of the space in the Sawston facility, which is leased by the Company under a separate head lease with a different counterparty (Huawei) that commenced on December 14, 2018. The Company subleased approximately 14,459 square feet of the 88,000 square foot building interior space, plus corresponding exterior support space and parking. The lease payments amount under the Agreement are two times the £5.75 (approximate $7.32 per square foot based on exchange rate as of December 31, 2023) rate per square foot payable under the head lease, but subject to a cap of $10 per square foot. Accordingly, the monthly lease payments under the Sublease are calculated based on $145,000 annually for 2023. The total lease payments paid by the Company for the facility, exterior spaces and parking under the head lease are 500,000 pounds per year and 550,000 pounds per year effective December 6, 2023. The term of the Agreement shall end on the same date as the head lease term ends.

During the years ended December 31, 2023 and 2022,the Company recognized sub-lease income of $145,000.

Related Party Accounts Payable

As of December 31, 2023 and 2022, there was approximately $0.3 million and $0.4 million of unpaid board compensation to one of our Directors that was included in the accounts payable to related party on the consolidated balance sheets, respectively.


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Table of Contents

NORTHWEST BIOTHERAPEUTICS, INC.

Notes to the Consolidated Financial Statements

As of December 31, 2023 and 2022, there were outstanding unpaid accounts payable and accrued expenses owed to Advent as summarized in the following table (in thousands). These unpaid amounts are part of the Related Party expenses reported in the above section.












December 31, 2023



December 31, 2022

Advent BioServices - amount invoiced but unpaid


$

1,668


$

1,844

Advent BioServices - amount accrued but unpaid



1,601



4,736

Total payable and accrued, but unpaid to Advent BioServices


$

3,269


$

6,580

(1)

This includes $1.1 million which is not payable in cash but represents the value of 1.5 million shares that will become issuable to Advent for achievement of the one-time milestone for submission of application to MHRA for product approval. Such shares were not issued as of December 31, 2023, and the total value, previously recognized as stock compensation expense, was reclassified from Additional Paid-in-Capital to Accounts payable and accrued expenses to related parties and affiliates.

[manibiotech]

Says the number 1 paid pumper