Current Report Filing (8-k)
August 11 2016 - 5:16PM
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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August 11, 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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¨
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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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Item 5.07
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Submission of Matters
to a Vote of Security Holders.
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On August 11, 2016, at the 2016 Annual Meeting,
the stockholders of Navidea Biopharmaceuticals, Inc. (the “Company”) took the following actions:
(1) Elected Y. Michael Rice and Eric K. Rowinsky, M.D. as Directors
of the Company for a term ending at the 2019 Annual Meeting.
The following table shows the voting tabulation for the election
of directors:
ACTION
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FOR
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WITHHELD
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BROKER NON-VOTES
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Election of Directors:
Y. Michael Rice
Eric K. Rowinsky, M.D.
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30,255,599
30,013,826
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7,735,576
7,977,349
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73,563,446
73,563,446
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(2) Voted to increase the authorized number of shares of
the Company from 205,000,000 to 305,000,000, consisting of 300,000,000 shares of common stock, $.001 par value, and 5,000,000 shares
of preferred stock, $.001 par value.
The following table shows the voting tabulation for the increase
in authorized shares:
ACTION
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FOR
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AGAINST
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ABSTENTIONS
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Increase Authorized Shares
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80,433,424
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26,943,539
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4,177,658
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(3) Voted to ratify the appointment of Marcum LLP, to act as
the Company’s independent registered public accounting firm for 2016.
The following table shows the voting tabulation for the approval
of Marcum LLP:
ACTION
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FOR
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AGAINST
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ABSTENTIONS
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Ratification of Marcum LLP
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108,287,341
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1,214,803
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2,052,477
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On August 11, 2016, the Company issued a press release announcing
the results of the 2016 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.
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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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Navidea Biopharmaceuticals, Inc. press release dated August 11, 2016, entitled “Navidea Biopharmaceuticals Announces 2016 Annual Meeting Results.”
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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.
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:
August 11, 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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