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 16, 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 5.07 | Submission of Matters to
a Vote of Security Holders. |
On July 16, 2014, at the 2015 Annual Meeting,
the stockholders of Navidea Biopharmaceuticals, Inc. (the “Company”) took the following actions:
| (1) | Elected Gordon A. Troup as a Director of the Company for
a term ending at the 2018 Annual Meeting. |
The following table shows the voting tabulation for the election
of this director:
| ACTION |
FOR |
WITHHELD |
BROKER
NON-VOTES |
| |
|
|
|
| Election of Director: |
|
|
|
| |
|
|
|
|
Gordon A. Troup |
36,015,862 |
10,100,576 |
74,468,346 |
| (2) | Voted to ratify the appointment of BDO USA, LLP, to act
as the Company’s independent registered public accounting firm for 2015. |
The following table shows the voting tabulation for the approval
of BDO USA, LLP:
| ACTION |
FOR |
AGAINST |
ABSTENTIONS |
| |
|
|
|
| Ratification of BDO USA, LLP |
116,884,192 |
857,687 |
2,842,905 |
On July 16, 2015, the Company issued a press release announcing
the results of the 2015 Annual Meeting. The complete text of the press release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K and incorporated herein by reference.
| Item 9.01 | Financial Statements and
Exhibits. |
| Exhibit |
|
| Number |
Exhibit Description |
| |
|
| 99.1 |
Navidea Biopharmaceuticals, Inc. press release dated July 16, 2015, entitled “Navidea Biopharmaceuticals Announces 2015 Annual Meeting Results.” |
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 21, 2015 |
By: |
/s/ Brent L. Larson |
| |
|
Brent L. Larson, Executive Vice President and Chief Financial Officer |
| |
|
|
Exhibit 99.1
FOR IMMEDIATE RELEASE
Navidea Biopharmaceuticals Announces
2015 Annual Meeting Results
DUBLIN, OH, July 16, 2015 -- Navidea
Biopharmaceuticals, Inc. (NYSE MKT: NAVB) today announced the results of voting at its 2015 Annual Meeting of Stockholders (the
Annual Meeting) held July 16, 2015. Approximately 80 percent of outstanding shares were represented at the meeting.
At the Annual Meeting, Navidea’s stockholders:
| · | Elected Gordon A. Troup to the Navidea Board
of Directors to serve for a term of three years; and |
| · | Ratified the appointment of BDO USA, LLP
to act as the Company’s independent registered public accounting firm for 2015. |
The final results are subject to verification by the independent
election inspectors and will be reported in a Form 8-K to be filed by Navidea with the Securities and Exchange Commission in the
next few days.
Following the formal business portion of
the Annual Meeting, Rick Gonzalez, Navidea President and CEO, made a brief presentation to stockholders in attendance at the Annual
Meeting, including overviews on the following:
| · | Lymphoseek® (technetium
Tc-99m tilmanocept) injection U.S. commercialization and life cycle management activities; and |
| · | Manocept™ CD206 targeting platform
update, including a discussion of Macrophage Therapeutics development activities. |
About Navidea
Navidea Biopharmaceuticals, Inc. (NYSE
MKT: NAVB) is a biopharmaceutical company focused on the development and commercialization of precision diagnostics, therapeutics
and radiopharmaceutical agents. Navidea is developing multiple precision-targeted products and platforms including Manocept™
and NAV4694 to help identify the sites and pathways of undetected disease and enable better diagnostic accuracy, clinical decision-making,
targeted treatment and, ultimately, patient care. Lymphoseek® (technetium Tc 99m tilmanocept) injection, Navidea’s
first commercial product from the Manocept platform, was approved by the FDA in March 2013 and in Europe in November 2014. Navidea’s
strategy is to deliver superior growth and shareholder return by bringing to market novel radiopharmaceutical agents and therapeutics,
and advancing the Company’s pipeline through global partnering and commercialization efforts. For more information, please
visit www.navidea.com.
NAVIDEA BIOPHARMACEUTICALS
Page | 2
The Private Securities Litigation Reform
Act of 1995 (the Act) provides a safe harbor for forward-looking statements made by or on behalf of the Company. Statements in
this news release, 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, anticipated clinical and
regulatory pathways, and markets for the Company’s products are forward-looking statements within the meaning of the Act.
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 of its products, 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,
risks of development of new products, regulatory risks and other risks detailed in the Company’s most recent Annual Report
on Form 10-K and other Securities and Exchange Commission filings. The Company undertakes no obligation to publicly update or revise
any forward-looking statements.
Source: Navidea Biopharmaceuticals, Inc.
Contact:
Navidea Biopharmaceuticals
Tom Baker, 617-532-0624
tbaker@navidea.com
or
Sharon Correia, 978-655-2686
Associate Director, Corporate Communications
###
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