Current Report Filing (8-k)
June 29 2016 - 4:55PM
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)
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June 24, 2016
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NAVIDEA BIOPHARMACEUTICALS, INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-35076
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31-1080091
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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5600 Blazer Parkway, Suite 200, Dublin, Ohio
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43017
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area code
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(614) 793-7500
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(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):
¨
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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As previously reported, on August 12, 2015,
a shareholder of the Navidea Biopharmaceuticals, Inc. (the “Company”) filed an action in the United States District
Court for the Southern District of New York against two funds managed by Platinum Management (NY) LLC (“Platinum”)
alleging violations of Section 16(b) of the Securities Exchange Act of 1934, as amended, in connection with purchases and sales
of the Company’s common stock by the Platinum funds, and seeking disgorgement of the short-swing profits realized by the
funds (the “Litigation”). The Company was named as a nominal defendant in the Litigation.
The Litigation has been resolved on the
terms set forth in a settlement agreement (the “Settlement Agreement”), a copy of which is attached as Exhibit 99.1
to this Current Report on Form 8-K. The Settlement Agreement is subject to a pending joint motion for approval. On June 24, 2016,
the Court issued an order indicating that it will provide an oral decision on the pending joint motion to approve the settlement
on Friday, July 1, 2016.
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, ability to repay debt, the outcome of the CRG litigation, 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.
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Item 9.01
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Financial Statements
and Exhibits.
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Exhibit
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Number
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Exhibit Description
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99.1
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Settlement Agreement.
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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: June 29,
2016
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By:
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/s/ Jed A. Latkin
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Jed A. Latkin, Interim Chief Operating Officer
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Exhibit Index
Exhibit
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Number
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Exhibit Description
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99.1
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Settlement Agreement.
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