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): November 1027, 2023

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.)

4995 Bradenton Avenue, Suite 240, 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock	NAVB	N/A
Preferred Stock Purchase Rights	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

OnCRG ~~November~~Settlement 10, 2023, after consultation with an independent compensation consultant and upon recommendation of the Compensation, Nominating and Governance Committee (“CNG Committee”) of the Board of Directors (“Board”) of Navidea Biopharmaceuticals, Inc, (“Company”), the Board authorized the Company to enter into a Statement of Work (“SOW”) under the Consulting Services Agreement with G2G Ventures (“G2G”), the executive director of which is Joshua Wilson, a director of the Company. The SOW expands the scope of services to be provided by G2G to include services related to fundraising and ~~business~~Mutual development opportunities and provides additional compensation to G2G in the form of cash and equity. For the expanded services under the SOW, G2G will receive a one-time retainer of $50,000 and 4,810,327 shares of restricted common stock, which will vest 50% upon grant and 50% on the 12-month anniversary of the grant and will be subject to accelerated vesting upon a change in control of the Company. The restricted shares were granted outside the Company’s 2014 Stock Incentive Plan (as amended, the “2014 Plan”).Release

~~Item~~On 3November 27, 2023 Navidea Biopharmaceuticals, Inc.~~02 Unregistered~~ ~~Sales~~(“Navidea”) entered into a Settlement Agreement and Mutual Release (the “Settlement Agreement”) with Capital Royalty Partners II, L.P.; Capital Royalty Partners II – Parallel Fund “A”, L.P.; Parallel Investment Opportunities Partners II, L.P.; Capital Royalty Partners II (Cayman) L.P.; CR Group, L.P., CRG Servicing, LLC, and Capital Royalty Partners II – Parallel Fund “B” (Cayman) L.P., (collectively, “CRG” or “CRG Parties”), pursuant to which Navidea made a cash payment of ~~Equity~~$920,000 ~~Securities~~to CRG. The Settlement Agreement contains a customary mutual release by each of Navidea and the CRG Parties. The Settlement Agreement also contains customary representations and warranties by Navidea and the CRG Parties.

~~The~~Loan ~~information~~and ~~contained~~Securities inExchange ~~Item~~Agreement ~~1.01 of this Current Report on Form 8-K is incorporated herein by reference.~~

~~The~~On ~~shares~~November of27, ~~restricted~~2023, ~~common~~Navidea ~~stock~~Biopharmaceuticals, ~~were~~Inc. ~~offered and sold in reliance upon~~ (the ~~exemption~~“Company”) ~~from~~and ~~the~~John ~~registration~~K. ~~requirements~~Scott, ~~under~~Jr., ~~Section~~Vice ~~4(a)(2)~~Chair of the ~~Securities~~Company’s ~~Act~~board of ~~1933,~~directors as(the ~~amended~~“Investor”), ~~and/or~~entered ~~Rule~~into ~~506~~a ofLoan ~~Regulation~~and DSecurities ~~promulgated~~Exchange ~~thereunder~~Agreement ~~relating~~(the to“Loan ~~sales~~and bySecurities anExchange ~~issuer~~Agreement”) ~~not~~pursuant ~~involving~~to ~~any~~which ~~public~~the ~~offering~~following ~~and~~transactions inwere ~~reliance on similar exemptions under applicable state laws.~~effected:

~~Item~~1. The 5Company sold to the Investor a secured convertible promissory note (the “Secured Convertible Note”) in the aggregate principal amount of $750,000.0200. ~~Departure~~ The Secured Convertible Note accrues interest at 8% per year, compounded monthly, and all outstanding principal and accrued and unpaid interest is due in full on April 10. 2025 (the “Maturity Date”). At any time prior to the Maturity Date, the Investor may convert any or all of ~~Directors~~the outstanding principal amount and accrued but unpaid interest into the Company’s common stock at a conversion price of $0.07 per share (subject to adjustment). If the average closing price of the Company’s common stock equals or ~~Certain~~exceeds ~~Officers;~~$1.00 ~~Election~~per share (subject to adjustment) for 10 consecutive trading days. the Company has the right to provide written notice (the “Conversion Call Notice”) to the Investor to convert the Secured Convertible Note into the Company’s common stock. If the Investor fails to deliver a written notice of ~~Directors;~~conversion ~~Appointment~~to the Company within 10 days after receiving the Conversion Call Notice, the Investor will forfeit any and all conversion rights under the Secured Convertible Note. The Company’s obligations under the Secured Convertible Note are secured by all of ~~Certain~~the ~~Officers;~~Company’s ~~Compensatory~~assets ~~Arrangements~~pursuant to the second amendment to security agreement dated as of ~~Certain~~November ~~Officers~~27, 2023 (the “Security Agreement Amendment”) in favor of Mr. Scott.

On2. The ~~November~~Investor ~~10,~~agreed ~~2023,~~to ~~after~~transfer ~~consultation~~to ~~with~~the anCompany ~~independent~~2,270 ~~compensation~~shares ~~consultant~~of Series G Preferred Stock and ~~upon~~2,400 ~~recommendation~~shares of ~~the~~Series ~~CNG~~I ~~Committee~~Preferred Stock, ~~the~~representing ~~Board~~all ~~approved~~of the ~~grant~~preferred stock of ~~973~~the Company held by the Investor,~~633~~ in exchange for 64,289 newly-issued shares of ~~restricted~~Series ~~common~~J ~~stock~~Preferred toStock ~~Craig~~of ~~Dais~~the Company. As additional consideration for the share exchange, the Company’s ~~Chief~~and ~~Financial~~the ~~Officer,~~Investor ~~under~~entered ~~our~~into ~~2014~~an ~~Plan.~~amended ~~The~~and ~~restricted~~restated ~~stock~~secured ~~award~~term ~~will~~note ~~vest~~with ~~50%~~an ~~upon~~aggregate ~~grant~~principal amount $1,326,400 (the “Amended and ~~50%~~Restated onNote”), which amends and restates that certain Secured Term Note dated April 10, 2022 made by the ~~12-month~~Company ~~anniversary~~in favor of the ~~grant~~Investor in the original principal amount of $2,500,000. The Amended and ~~will~~Restated beNote ~~subject~~amends the Original Note to, ~~accelerated~~among ~~vesting~~other ~~upon~~things, aextend ~~change~~the inmaturity ~~control~~date to April 10, 2025 and forgive $100,000 of the ~~Company~~current outstanding principal amount.

~~On November 16, 2023, at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders approved the Navidea Biopharmaceuticals, Inc~~3. The ~~2023~~Investor ~~Equity~~agreed ~~Incentive Plan (the “2023 Equity Incentive Plan”), which was previously adopted by the Board subject~~ to ~~stockholder~~release ~~approval. The 2023 Equity Incentive Plan replaces our 2014 Plan. A description of~~ the ~~terms and conditions of the 2023 Equity Incentive Plan is included under Appendix A in the~~ Company’s ~~definitive~~from ~~proxy~~its ~~statement~~obligations ~~for~~to ~~the~~pay ~~Annual~~accrued ~~Meeting (the “Definitive Proxy Statement”), filed with the U.S. Securities~~ and ~~Exchange~~unpaid ~~Commission~~cash ondirector ~~October~~fees ~~5, 2023, which description is incorporated herein by reference. The 2023 Equity Incentive Plan is filed as Exhibit 10.1~~ to ~~this~~the ~~Current Report on Form 8-K~~Investor.

~~Item~~As ~~5.07 Submission~~a result of ~~Matters~~the tosuch atransactions, ~~Vote~~the Investor beneficially owns (as determined in accordance with SEC rules) approximately 59% of ~~Security~~the ~~Holders~~Company’s common stock.

AtThe foregoing description of the ~~Annual~~Loan ~~Meeting~~and Securities Exchange Agreement, the ~~stockholders~~Secured ofConvertible Note, Amended and Restated Note and the ~~Company~~Security ~~took~~Agreement Amendment is qualified in their entirety by reference to the ~~following~~Loan ~~actions:~~and Securities Exchange Agreement, the Secured Convertible Note, the Amended and Restated Note and the Security Agreement Amendment, which are filed as Exhibits 10.1, 10.2 10.3 and 10.4, respectively, to this Current Report on Form 8-K and which are incorporated herein by reference.

(i) The stockholders elected John K. Scott Jr. as a director, for a term of three years expiring in 2026 by a plurality of the votes. There were 43,361,812 votes cast for Mr. Scott and 9,360,029 withheld.

(ii) The stockholders approved the advisory vote on compensation of the Company’s named executive officers as disclosed in the Company’s Definitive Proxy Statement filed October 5, 2023 . There were 39,448,831 votes cast for the proposal, 11,378,331 votes against, 894,679 votes abstained, and there were 14,934,352 broker non-votes.

(iii) The stockholders approved three years for the frequency of the stockholder advisory vote on the compensation of the Company’s named executive directors. There were 7,771,171 votes cast for one year, 7,409,020 votes cast for two years, 32,811,897 votes cast for three years, 3,699,378 votes abstained, and there were 14,934,352 broker non-votes.

~~(iv) The stockholders approved the Navidea Biopharmaceuticals Inc~~Item. ~~2023 Equity Incentive Plan~~2.03 Creation ~~There~~of ~~were~~a ~~40,237,940~~Direct ~~votes~~Financial ~~cast~~Obligation ~~for~~or ~~the~~an ~~proposal,~~Obligation ~~9,583,744~~under ~~votes~~an ~~against,~~Off-Balance ~~1,900,157~~Sheet ~~votes~~Arrangement ~~abstained,~~of ~~and~~a ~~there were 14,934,352 broker non-votes~~Registrant.

~~(v)~~ The ~~stockholders~~information ~~approved~~set anforth ~~amendment~~in toparagraph ~~the~~1 ~~Company’s~~under ~~Amended~~“Loan and ~~Restated~~Securities ~~Certificate~~Exchange ofAgreement” ~~Incorporation,~~in asItem ~~amended, to increase the total number of authorized shares of capital stock from 305,000,000 to 605,000,000 and the authorized shares of common stock from 300,000,000 to 600,000,000~~1.01 ~~There~~is ~~were~~incorporated ~~38,564,581~~herein ~~votes~~by ~~cast for the proposal , 13,101,496 votes against, 55,764 votes abstained, and there were 14,934,352 broker non-votes~~reference.

~~(vi)~~Item ~~The~~3.02 Unregistered ~~stockholders~~Sale ~~ratified the appointment~~ of ~~Marcum~~Equity ~~LLP as the Company’s independent registered public accounting firm for 2023~~Securities. ~~There were 57,702,055 votes cast for the proposal, 8,266,876 votes against, 687,262 votes abstained, and there were 0 broker non-votes.~~

The information set forth under “Loan and Securities Exchange Agreement” in Item 91.01 ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated herein by reference.

The Secured Convertible Note and shares of Series J Preferred Stock issued under the Loan and Securities Exchange Agreement were offered and sold in reliance upon the exemption from the registration requirements under Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder relating to sales by an issuer not involving any public offering and in reliance on similar exemptions under applicable state laws.

Item. 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
Number	Exhibit Description
10.1	Loan and Securities Exchange Agreement effective as of November 27, 2023 between Navidea Biopharmaceuticals, Inc. ~~2023~~and ~~Equity~~John ~~Incentive~~K. ~~Plan~~Scott, Jr.
10.2	Secured Convertible Promissory Note dated November 27, 2023
10.3	Amended and Restated Secured Term Note dated November 27, 2023
10.4	Second Amendment to Security Agreement dated as of November 27, 2023 between Navidea Biopharmaceuticals, Inc. and John Kim Scott, Jr.
99.1	Press Release dated December 1, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: November 16, 2023	By:	/s/ Craig A. Dais
Date: December 1, 2023	By:	/s/Craig A. Dais
		Craig A. Dais Chief Financial Officer
		Craig A. Dais
		Chief Financial Officer

Filing Compare · NAVIDEA BIOPHARMACEUTICALS, INC.