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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 12 OR 15(d) of The Securities Exchange Act of 1934
 
 
Date of Report (date of earliest event reported):
December 5, 2021
 
 
NAVIDEA BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-35076
31-1080091
(State or other jurisdiction
(Commission
(IRS Employer
of incorporation)
File Number)
Identification No.)
 
4995 Bradenton Avenue, Suite 240, Dublin, Ohio
43017
(Address of principal executive offices)
(Zip Code)
 
Registrant's telephone number, including area code
(614) 793-7500
 
 
 
(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):
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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:
 
Title of Each Class
 
Trading Symbol(s)
 
Name of Each Exchange on Which Registered
Common Stock, par value $.001 per share
 
NAVB
 
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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
 
On December 5, 2021, Thomas Farb and Agnieszka Winkler resigned as members of the Board of Directors (the “Board”) of Navidea Biopharmaceuticals, Inc. (the “Company”), both effective immediately.
 
At a meeting of the Board on December 6, 2021, the Board took action to combine the Compensation Committee and the Nominating and Governance Committee into one Compensation, Nominating and Governance Committee. Following the resignations and committee changes, the membership of each of the Board committees is as follows:
 
Audit Committee
Compensation, Nominating and Governance Committee
Malcolm G. Witter (Chair)
Malcolm G. Witter (Chair)
Amit Bhalla
Alexander L. Cappello
Alexander L. Cappello
John K. Scott, Jr.
 
A copy of the Company’s December 9, 2021 press release regarding the resignations is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
Item 9.01.          Financial Statements and Exhibits.
 
(a)         Not applicable.
 
(b)         Not applicable.
 
(c)         Not applicable.
 
(d)         Exhibits
 
Exhibit No.
Description
 
99.1
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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.
 
 
 
 Navidea Biopharmaceuticals, Inc.
     
     
Date: December 9, 2021
By:
/s/ Michael S. Rosol
   
Michael S. Rosol, Ph.D.
Senior Vice President and Chief Medical Officer
 
 

Exhibit 99.1

 

Navidea Biopharmaceuticals Announces Business Update Call and Changes to Board of Directors Composition

 

Conference Call to be held Thursday, December 16, 2021 at 5:00 pm (EST)

 

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 a conference call to provide updates and discuss strategy, as well as the resignation of Thomas Farb and Agnieszka Winkler as members of the Company’s Board of Directors (the “Board”), effective December 5, 2021.

 

The Company will hold the conference call and webcast on Thursday, December 16, 2021 at 5:00 p.m. (EST). Chairman Alexander L. Cappello, Vice Chairman John K. Scott, Jr., and Chief Medical Officer Dr. Michael Rosol will host the call and webcast to provide an update on recent developments and clinical progress.

 

Michael Rosol, Navidea’s Chief Medical Officer, said, “The senior management of the Company, as well as the Board of Directors, are eager to hold this informational Q&A call with our shareholders to provide updates and outline strategy as we move forward.”

 

Alexander L. Cappello, Chair of Navidea’s Board of Directors, said, “We look forward to the discussion on the 16th and getting to know our investors and addressing their interests and concerns. We also wish to thank both Thomas Farb and Agnieszka Winkler for their outstanding service on the Board and the valuable insights they have provided during this time of transition for the Company. Their contributions helped shape the direction of the Company as we move forward. We wish them the best in their future endeavors.”

 

To participate in the call and webcast, please refer to the information below:

 

Event: Navidea Biopharmaceuticals Business Update

 

Date: Thursday, December 16, 2021

 

Time: 5:00 p.m. (EST)

 

U.S. & Canada Dial-In: 877-407-0312

 

International Dial-In: +1 201-389-0899

 

Conference ID: 13725627

 

Webcast Link: https://webcast-eqs.com/navidbioph20211216/en

 

A live audio webcast of the conference call will also be available on the investor relations page of Navidea’s corporate website at www.navidea.com. In addition, the recorded conference call can be replayed and will be available for 90 days following the call on Navidea’s website.

 

 
 

 

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. Forward-looking statements include our expectations regarding pending litigation and other matters. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including, among other things: our history of operating losses and uncertainty of future profitability; the final outcome of any pending litigation; our ability to successfully complete research and further development of our drug candidates; the timing, cost and uncertainty of obtaining regulatory approvals of our drug candidates; our ability to successfully commercialize our drug candidates; dependence on royalties and grant revenue; our ability to implement our growth strategy; anticipated trends in our business; our limited product line and distribution channels; advances in technologies and development of new competitive products; our ability to comply with the NYSE American continued listing standards; our ability to maintain effective internal control over financial reporting; the impact of the current coronavirus pandemic; and other risk factors detailed in our most recent Annual Report on Form 10-K and other SEC filings. You are urged to carefully review and consider the disclosures found in our SEC filings, which are available at http://www.sec.gov or at http://ir.navidea.com.

 

Investors are urged to consider statements that include the words “will,” “may,” “could,” “should,” “plan,” “continue,” “designed,” “goal,” “forecast,” “future,” “believe,” “intend,” “expect,” “anticipate,” “estimate,” “project,” and similar expressions, as well as the negatives of those words or other comparable words, to be uncertain forward-looking statements.

 

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 report. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements.

 

 
 

 

Investor Relations Contact

 

Navidea Biopharmaceuticals, Inc.

Jeffrey Smith

Vice President of Operations

614-822-2365

jsmith@navidea.com