Annual report pursuant to Section 13 and 15(d)

Equity Instruments

v3.3.1.900
Equity Instruments
12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Equity Instruments

14.

Equity Instruments

 

a.

Common Stock Public Offerings:  In February 2013, we completed a public offering of 1,542,389 shares of the Company’s common stock at a price of $3.10 per share (the February 2013 Offering).  The net proceeds to the Company were approximately $4.5 million after deducting expenses associated with the February 2013 Offering.  In April 2013, we completed another public offering of 2,100,000 shares of the Company’s common stock at a price of $2.43 per share (the April 2013 Offering).  The net proceeds to the Company were approximately $4.8 million after deducting expenses associated with the April 2013 Offering.  The February 2013 and April 2013 Offerings were underwritten by Ladenburg Thalmann & Co. Inc. and were made pursuant to the Company’s existing effective shelf registration statement on Form S-3.

In September 2013, we entered into a Securities Purchase Agreement with Crede CG III Ltd. (Crede) for a registered direct public offering of 10,563,381 shares of our common stock at a price of $2.84 per share for total gross proceeds of $30.0 million.  In addition to the common stock, we issued Series JJ warrants to purchase 3,169,015 shares of our common stock at an exercise price of $3.83 per share, expiring on September 24, 2016.  The net proceeds to the Company were approximately $28.8 million after deducting expenses associated with the Securities Purchase Agreement, including placement agent fees of $999,000 (3.3% of the gross proceeds).  The common stock, warrants, and shares of common stock underlying the warrants were issued pursuant to the Company's existing effective shelf registration statement on Form S-3.

 

b.

Stock Warrants:  At December 31, 2015, there are 11.7 million warrants outstanding to purchase our common stock.  The warrants are exercisable at prices ranging from $0.01 to $3.04 per share with a weighted average exercise price per share of $0.38.

The following table summarizes information about our outstanding warrants at December 31, 2015:

 

 

 

Exercise

Price

 

 

 

Number of

Warrants

 

 

Expiration Date

Series BB

 

$

2.00

 

 

 

 

300,000

 

 

July 2018

Series GG

 

 

2.10

 

 

 

 

333,333

 

 

December 2016

Series HH

 

 

2.49

 

 

 

 

301,205

 

 

June 2023

Series II

 

 

3.04

 

 

 

 

275,000

 

 

June 2018

Series KK

 

 

1.918

 

 

 

 

391,032

 

 

March 2021

Series LL

 

 

0.01

 

 

 

 

9,777,130

 

 

August 2035

Series MM

 

 

2.50

 

 

 

 

150,000

 

 

September 2019

Series MM

 

 

2.50

 

 

 

 

150,000

 

 

October 2019

 

 

$

0.38

 

*

 

 

11,677,700

 

 

 

 

 

*

Weighted average exercise price.

In addition, at December 31, 2015, there are 300 warrants outstanding to purchase MT Common Stock.  The warrants are exercisable at $2,000 per share.

In March 2013, Platinum exercised 3,000,000 of their Series X warrants in exchange for the issuance of 3,000,000 shares of our common stock, resulting in gross proceeds of $1,380,000.

In June 2013, pursuant to the Exercise Agreement, Platinum exercised its Series X warrant and Series AA warrant for 2,364.9 shares of the Company’s Series B which were convertible into 7,733,223 shares of our common stock in the aggregate (3,270 shares of common stock per preferred share).  The warrants were exercised on a cashless basis by canceling a portion of the indebtedness outstanding under the Platinum Loan Agreement equal to $4,781,333, the aggregate exercise price of the warrants.

Also in June 2013 and pursuant to the GECC/MidCap Loan Agreement, the Company issued to GECC/MidCap Series HH warrants to purchase an aggregate of 301,205 shares of our common stock at an exercise price of $2.49 per share, expiring in June 2023.

In addition, in June 2013 we issued five -year Series II warrants to purchase 275,000 shares of our common stock at an exercise price of $3.04 per share to an investment advisory firm in connection with the GECC transaction.

In September 2013, in connection with the Crede Securities Purchase Agreement, the Company issued to Crede Series JJ warrants to purchase 3,169,015 shares of our common stock at an exercise price of $3.83 per share, expiring in September 2016.  Crede could exercise the Series JJ warrants at any time at a strike price of $3.83.  The warrant agreement also provided for the potential exchange of the warrant into Navidea common stock for no additional consideration starting six months after the date of the Securities Purchase Agreement if, at the time of the exchange, the closing bid price for Navidea’s common stock was below $3.83.  The amount of shares issuable on exchange was based on dividing a Black-Scholes valuation of the warrants by the closing bid price for Navidea’s common stock on the date of the exchange.  In November 2014, Crede exchanged their Series JJ warrants for 3,843,223 shares of our common stock in accordance with the terms of the Series JJ warrant agreement.  As a result of the exchange of the Series JJ warrants, we reclassified $7.7 million in derivative liabilities related to those warrants to additional paid-in capital.

In March 2014, in connection with the Oxford Loan Agreement, the Company issued Series KK warrants to purchase an aggregate of 391,032 shares of our common stock at an exercise price of $1.918 per share, expiring in March 2021.

In July 2015, we extended the expiration date of our outstanding Series BB warrants by three years to July 2018.  The modification of the Series BB warrant expiry resulted in recording a non-cash selling, general and administrative expense of approximately $150,000 during the third quarter of 2015.

In October 2015, 5,000,000 Series LL warrants were exercised on a cashless basis in exchange for the issuance of 4,977,679 shares of our common stock.

In September 2015, we issued four-year Series MM warrants to purchase 150,000 shares of our common stock at an exercise price of $2.50 per share pursuant to an advisory services agreement with Chardan Capital Markets, LLC (Chardan).  In October 2015, we issued additional four-year Series MM warrants to purchase 150,000 shares of our common stock at an exercise price of $2.50 per share pursuant to the advisory services agreement with Chardan.  The fair value of the warrants issued to Chardan of $256,000 was recorded as a non-cash selling, general and administrative expense during the third quarter of 2015.

 

c.

Common Stock Reserved:  As of December 31, 2015, we have reserved 24,365,285 shares of authorized common stock for the exercise of all outstanding stock options and warrants, and upon the conversion of convertible debt and convertible preferred stock.