Current Report Filing (8-k)
July 08 2015 - 4:18PM
Edgar (US Regulatory)
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. |
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.
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Navidea Biopharmaceuticals, Inc. |
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Date: July 8, 2015 |
By: |
/s/ Brent L. Larson |
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Brent L. Larson, Executive Vice President and Chief Financial Officer |
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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
Navidea Biopharmaceuticals (AMEX:NAVB)
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