UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) |
April 26, 2019 |
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NAVIDEA BIOPHARMACEUTICALS, INC. |
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(Exact name of registrant as specified in its charter) |
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Delaware |
001-35076 |
31-1080091 |
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(State or other jurisdiction |
(Commission |
(IRS Employer |
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of incorporation) |
File Number) |
Identification No.) |
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4995 Bradenton Avenue, Suite 240, Dublin, Ohio |
43017 |
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(Address of principal executive offices) |
(Zip Code) |
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Registrant's telephone number, including area code |
(614) 793-7500 |
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to Rights of Security Holders.
The information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As previously disclosed, on April 18, 2019, the Board of Directors of Navidea Biopharmaceuticals, Inc. (“ Navidea ” or the “ Company ”) approved a one-for-twenty reverse stock split of its issued and outstanding shares of common stock (the “ Reverse Split ”). On April 25, 2019, Navidea filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “ Certificate of Amendment ”) with the Delaware Secretary of State to effect the Reverse Split, which became effective as of 12:01 a.m. E.T. on April 26, 2019.
The foregoing description of the Certificate of Amendment is not complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Amendment, which is attached to this Current Report on Form 8-K as Exhibit 3.1, the terms of which are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
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Exhibit 3.1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Navidea Biopharmaceuticals, Inc. |
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Date: April 26, 2019 |
By: |
/s/ Jed A. Latkin |
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Jed A. Latkin Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
Navidea Biopharmaceuticals, Inc., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), does hereby certify that:
FIRST: Effective as of 12:01 a.m., New York City time on April 26, 2019 (the “ Split Effective Time ”), Section 4.1 of Article 4 of the Amended and Restated Certificate of Incorporation be, and it hereby is, amended and restated in its entirety as follows:
“4.1 Authorized Shares. The total number of shares of capital stock which the Corporation has authority to issue is 305,000,000 shares, consisting of:
(a) 300,000,000 shares of Common Stock, par value $.001 per share (the “Common Stock”);
(b) 5,000,000 shares of Preferred Stock, par value $.001 per share (the “Preferred Stock”).
Effective as of the Split Effective Time, the shares of Common Stock issued and outstanding immediately prior to the Split Effective Time and the shares of the Common Stock issued and held in the treasury of the Corporation immediately prior to the Split Effective Time are reclassified into a smaller number of shares such that each twenty (20) shares of Common Stock immediately prior to the Split Effective Time shall be automatically reclassified into one (1) share of Common Stock. Notwithstanding the immediately preceding sentence, no fractional shares shall be issued in the reclassification and, in lieu thereof any person who would otherwise be entitled to a fractional share of Common Stock as a result of the reclassification, following the Split Effective Time, shall be entitled to receive a cash payment equal to the fair value thereof. Each stock certificate that, immediately prior to the Split Effective Time, represented shares of Common Stock that were issued and outstanding immediately prior to the Split Effective Time shall, from and after the Split Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of Common Stock into which the shares of Common Stock formerly represented by such certificate shall have been reclassified (as well as the right to receive cash in lieu of fractional shares of Common Stock after the Split Effective Time).”
SECOND: This Certificate of Amendment of Amended and Restated Certificate of Incorporation of the Corporation was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF , the undersigned has caused this Certificate of Amendment to be duly executed this TWENTY-FIFTH (25th) day of APRIL, 2019.
NAVIDEA BIOPHARMACEUTICALS, INC.
| By: | /s/ Jed A. Latkin | ||
| Name: | Jed A. Latkin | ||
| Title: | Chief Executive Officer, Chief Operating | ||
| Officer and Chief Financial Officer | |||