NAVB Navidea Biopharmaceuticals Inc

 

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

 

 

Date of Report (Date of earliest event reported)

July 1, 2015

 

 

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.)

 

5600 Blazer Parkway, Suite 200, 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))

 

 

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On July 1, 2015, Peter Drake, Ph.D. formally notified Navidea Biopharmaceuticals, Inc. (the “Company”) that he will not stand for re-election as a director upon the expiration of his current term, which will end at the Company’s 2015 annual meeting of stockholders that will be held on July 16, 2015. Dr. Drake cited conflicting time commitments resulting from membership on the Company’s board as the reason for his declining re-election. There were no matters of disagreement between Dr. Drake and the Company concerning the Company’s operations, policies or practices.

 

Dr. Drake was included in the Company’s proxy statement for the 2015 annual meeting of stockholders as a nominee for an additional term as a director. In light of his decision not to stand for re-election, the Company has filed with the Commission as supplemental proxy material, and posted on the Website where it has posted materials identified in its Notice of Internet Availability of Proxy Materials, a letter to stockholders advising them of Dr. Drake’s withdrawal and that proxies marked to elect him as a director at the annual meeting will not be counted for his election. A copy of the letter is filed as an exhibit to this Report, and is incorporated herein by this reference.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
Number	Exhibit Description
99.1	Letter to Stockholders dated July 6, 2015

 

Statements contained or incorporated by reference in this Current Report on Form 8-K which relate to other than strictly historical facts, such as statements about the Company’s plans and strategies, expectations for future financial performance, new and existing products and technologies, and markets for the Company’s products, are forward-looking statements. The words “believe,” “expect,” “anticipate,” “estimate,” “project,” and similar expressions identify forward-looking statements that speak only as of the date hereof. Investors are cautioned that such statements involve risks and uncertainties that could cause actual results to differ materially from historical or anticipated results due to many factors including, but not limited to, the Company’s continuing operating losses, uncertainty of market acceptance, reliance on third party manufacturers, accumulated deficit, future capital needs, uncertainty of capital funding, dependence on limited product line and distribution channels, competition, limited marketing and manufacturing experience, and other risks detailed in the Company’s most recent Annual Report on Form 10-K and other filings with the United States Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statements.

 

 

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: July 8, 2015	By:	/s/ Brent L. Larson
		Brent L. Larson, Executive Vice President and Chief Financial Officer

 

 

 

 

 

EXHIBIT 99.1

 

July 6, 2015

 

 

Dear Navidea Stockholder:

 

I am writing to advise you that due to personal reasons, Peter F. Drake, Ph.D., a Navidea director and nominee for re-election as a director at our 2015 Annual Meeting of Stockholders to be held on July 16, 2015, has advised Navidea that he has decided not to stand for re-election at the Annual Meeting. As a consequence, Gordon A. Troup will be the only nominee standing for election as a director of Navidea at the 2015 Annual Meeting.

 

There is no need for you to take any additional action with respect to returning a proxy or voting your shares. If you have already returned a proxy card marked for the election of all nominees (or if you have voted for all electronically), your vote will not be counted for Dr. Drake. If you have not yet returned your proxy card or voted electronically, you may mark your proxy card or vote electronically to vote for all nominees, and no vote will be recorded for Dr. Drake. If you mark or have marked your proxy to withhold authority with respect to the election of all nominees, or with respect to Dr. Drake individually, no vote will be recorded for Dr. Drake.

 

Navidea wishes to thank Dr. Drake for his four years of service as a Navidea director, and for his many contributions and wise counsel during his service.

 

The Compensation, Nominating and Governance Committee of Navidea’s Board of Directors has commenced the process of identifying one or more director candidates who will complement the Company’s ongoing evolution to unlock the full value of its Manocept^® platform in both diagnostic and therapeutic applications.

 

Thank you for your continued support.

 

Very truly yours,

 

/s/ Ricardo J. Gonzalez

 

Ricardo J. Gonzalez

Director, President and Chief Executive Officer