Current Report Filing (8-k)
July 28 2015 - 04:25PM
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 23, 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 3.01 | Notice of Delisting or
Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
As a result of the decision of nominees
Peter F. Drake, Ph.D. and Perry A. Karsen not to stand for re-election as directors of the Company at the 2015 Annual Meeting of
Stockholders on July 16, 2015, their terms as directors expired on that date, leaving the Company with only three directors that
qualify as “independent” under the Corporate Governance Standards of the NYSE MKT, thereby resulting in the Company
failing to meet the listing requirement contained in Section 802(a) of the NYSE MKT Company Guide that a majority of the members
of its Board of Directors be independent. As required, this circumstance was promptly reported by the Company to the NYSE MKT,
resulting in a notice from the NYSE MKT, dated July 23, 2015, that the Company is not in compliance with the listing requirement
in Section 802(a) of the Company Guide.
On July 23, 2015, the Company filed with
the NYSE MKT an updated Interim Report regarding this noncompliance, and reported that due to the expiration of the 3 year period
specified in Section 803A(2)(b) of the Company Guide dealing with compensation paid to directors, one of its directors who on July
16, 2015 did not qualify as “independent” will become so on August 1, 2015, whereupon the Company will regain compliance
with Section 802(a).
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 28, 2015 |
By: |
/s/ Brent L. Larson |
|
|
|
Brent L. Larson, Executive Vice President and Chief Financial Officer |
|
|
|
|
|
Navidea Biopharmaceuticals (AMEX:NAVB)
Historical Stock Chart
From Feb 2024 to Mar 2024
Navidea Biopharmaceuticals (AMEX:NAVB)
Historical Stock Chart
From Mar 2023 to Mar 2024