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) |
December 28, 2020 |
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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 |
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(Address of principal executive offices) |
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
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Common Stock, par value $.001 per share |
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NAVB |
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NYSE American |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On December 28, 2020, the Company appointed Malcolm G. Witter as a director. Mr. Witter’s appointment was made to the class with terms expiring at the annual meeting of stockholders to be held in 2021. Mr. Witter was not appointed to serve on any committees of the Board, although he may be appointed to one or more committees at a later date. On December 28, 2020, the Company issued a press release relating to the appointment of Mr. Witter, which is filed as Exhibit 99.1 to this report and is incorporated herein by reference.
Mr. Witter was introduced to the Company by the Company’s largest shareholder, John K. Scott, Jr. The Company is aware of no other arrangement or understanding between Mr. Witter and any other person pursuant to which he was selected as a director of the Company and there are no family relationships between Mr. Witter and any of the Company’s directors or executive officers. There are no transactions to which the Company is a party and in which Mr. Witter has a direct or indirect material interest that would be required to be disclosed under Item 404(a) of Regulation S-K.
Similar to other non-employee directors, Mr. Witter will receive compensation for his service as director in accordance with the Company’s non-employee director compensation program.
In connection with his appointment, Mr. Witter has entered into a standard Director Agreement with the Company, a form of which was previously filed by the Company with the U.S. Securities and Exchange Commission on May 10, 2016, and which is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Number |
Exhibit Description |
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99.1 |
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: December 28, 2020 |
By: |
/s/ Jed A. Latkin |
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Jed A. Latkin Chief Executive Officer, Chief Operating Officer and Chief Financial Officer |
Exhibit 99.1
Navidea Biopharmaceuticals Strengthens Board of Directors with the Appointment of Malcolm Witter
DUBLIN, Ohio--(BUSINESS WIRE) -- Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB) (“Navidea” or the “Company”), a company focused on the development of precision immunodiagnostic agents and immunotherapeutics, today announced the appointment Malcolm G. Witter to its Board of Directors.
Mr. Witter brings decades of financial and corporate governance experience to the board. He currently serves as a corporate development leader for USI Insurance Services (“USI”) and is responsible for acquiring independent insurance agencies. Prior to USI, Mr. Witter held roles at multiple financial institutions including Bear Stearns, EF Hutton, and Dean Witter. Mr. Witter received his MBA from the Stanford Graduate School of Business and he also serves as the President of the Dean Witter Foundation.
Jed Latkin, Navidea’s CEO said, "We are fortunate to have Malcolm Witter join Navidea’s Board of Directors. Malcolm's expertise in M&A, corporate finance, and corporate governance better equip the Company as it moves into the new year. We look forward to Malcolm’s input and engagement in guiding Navidea toward future development and success.”
About Navidea
Navidea Biopharmaceuticals, Inc. (NYSE American: NAVB) is a biopharmaceutical company focused on the development of precision immunodiagnostic agents and immunotherapeutics. Navidea is developing multiple precision-targeted products based on its Manocept™ platform to enhance patient care by identifying the sites and pathways of disease and enable better diagnostic accuracy, clinical decision-making, and targeted treatment. Navidea’s Manocept platform is predicated on the ability to specifically target the CD206 mannose receptor expressed on activated macrophages. The Manocept platform serves as the molecular backbone of Tc99m tilmanocept, the first product developed and commercialized by Navidea based on the platform. Navidea’s strategy is to deliver superior growth and shareholder return by bringing to market novel products and advancing the Company’s pipeline through global partnering and commercialization efforts. For more information, please visit www.navidea.com.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends affecting the financial condition of our business. You are cautioned not to place undue reliance on any forward-looking statements, any of which could turn out to be incorrect. We undertake no obligation to update publicly or revise any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this press release. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.
Contacts
Navidea Biopharmaceuticals, Inc.
Jed Latkin, CEO
614-973-7490
jlatkin@navidea.com
Joel Kaufman
Chief Business Officer
614-822-2372
jkaufman@navidea.com