UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)
Navidea Biopharmaceuticals, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
63937X202
(CUSIP Number)
John K. Scott, Jr.
30 Blue Heron Dr.
Greenwood Village, CO 80121
Tel: (303) 399-6177
With a Copy to:
James G. Ruiz
Winstead PC
401 Congress Ave
Suite 2100
Austin, Texas 78701
Tel: (512) 370-2800
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 8, 2021
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
CUSIP No. 63937X202
| 1 |
NAME OF REPORTING PERSONS
John K. Scott, Jr. |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨
|
| 3 |
SEC USE ONLY
|
| 4 |
SOURCE OF FUNDS
PF, OO |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
¨ |
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES OF AMERICA |
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7 |
SOLE VOTING POWER
10,221,075 (1) |
| 8 |
SHARED VOTING POWER
10,139 (2) | |
| 9 |
SOLE DISPOSITIVE POWER
10,221,075 (1) | |
| 10 |
SHARED DISPOSITIVE POWER
10,139 (2) |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,231,214 (1) (2) |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.8% (3) |
| 14 |
TYPE OF REPORTING PERSON
IN |
| (1) | Includes 2,173,913 shares of common stock, par value $0.001 per share, of the Issuer (“Common Stock”) issuable to the Reporting Person upon conversion of shares of Series E Redeemable Convertible Preferred Stock, par value $0.001 per share, of the Issuer (“Series E Preferred Stock”) held directly by the Reporting Person. |
| (2) | Includes 2,639 shares of Common Stock owned by the Reporting Person’s spouse and 7,500 shares of Common Stock owned by the Reporting Person’s children. The Reporting Person may be deemed to have shared voting and/or dispositive power with respect to such shares. |
| (3) | Based on 31,199,325 shares of Common Stock of the Issuer, which consists of (i) 29,025,412 shares of Common Stock outstanding as of May 7, 2021, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 13, 2021, plus (ii) 2,173,913 shares of Common Stock issuable to the Reporting Person upon conversion of shares of Series E Preferred Stock held directly by the Reporting Person. |
Explanatory Note
This Amendment No. 9 hereby amends the Schedule 13D first filed by John K. Scott, Jr., a natural person (the “Reporting Person”), on June 24, 2019, as amended by Amendment No. 1 to the Schedule 13D filed on December 12, 2019, Amendment No. 2 to the Schedule 13D filed on February 26, 2020, Amendment No. 3 to the Schedule 13D filed on September 2, 2020, Amendment No. 4 to the Schedule 13D filed on December 29, 2020, Amendment No. 5 to the Schedule 13D filed on March 5, 2021, Amendment No. 6 to the Schedule 13D filed on March 11, 2021, Amendment No. 7 to the Schedule 13D filed on April 5, 2021 and Amendment No. 8 to the Schedule 13D filed on June 15, 2021 (as amended, the “Schedule 13D”). The securities to which the Schedule 13D relates are the shares of common stock, par value $0.001 per share (the “Common Stock”), of Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Issuer”). Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged. Capitalized terms used herein but not defined in this Amendment No. 9 shall have the meaning ascribed to such term in the Schedule 13D.
| Item 4. | PURPOSE OF TRANSACTION |
Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
Effective July 8, 2021, at the request of the Reporting Person, the Company’s Board of Directors (the “Board”) established the size of the Board at seven directors, and appointed the Reporting Person and Alexander L. Cappello to fill the Board’s two vacancies. The Reporting Person and Mr. Cappello will serve as directors in the classes with terms expiring at the Company’s 2023 and 2022 annual meetings of stockholders, respectively.
The Reporting Person continues to evaluate his investment in the Issuer, including seeking advice from investment advisors, and, while he has no present plan or proposal to do so, he reserves the right and is considering whether to propose other transactions that relate to or would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The Reporting Person retains the right to, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock, Series E Preferred Stock or other securities of the Issuer, if any, beneficially owned by him, in any manner permitted by law. Without limiting the generality of the foregoing, the Reporting Person may from time to time sell or otherwise dispose of shares of Common Stock in order to allow the Reporting Person to convert shares of Series E Preferred Stock to remain under the Share Cap.
| Item 5. | INTEREST IN SECURITIES OF THE ISSUER |
Item 5 of the Schedule 13D is hereby amended and restated as follows:
(a) - (b)
The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person are as follows:
| Aggregate amount beneficially owned: | 10,231,214 | (1) | (2) | ||
| Percent of class: | 32.8 | % | (3) | ||
| Number of shares as to which the Reporting Person has: | |||||
| Sole power to vote or direct the vote: | 10,221,075 | (1) | |||
| Shared power to vote or direct the vote: | 10,139 | (2) | |||
| Sole power to dispose or direct the disposition of: | 10,221,075 | (1) | |||
| Shared power to dispose or direct the disposition of: | 10,139 | (2) |
| (1) | Includes 2,173,913 shares of Common Stock issuable to the Reporting Person upon conversion of shares of Series E Redeemable Convertible Preferred Stock held directly by the Reporting Person. | |
| (2) | Includes 2,639 shares of Common Stock owned by the Reporting Person’s spouse and 7,500 shares of Common Stock owned by the Reporting Person’s children. The Reporting Person may be deemed to have shared voting and/or dispositive power with respect to such shares. |
| (3) | Based on 31,199,325 shares of Common Stock of the Issuer, which consists of (i) 29,025,412 shares of Common Stock outstanding as of May 7, 2021, as reported in the Issuer’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on May 13, 2021, plus (ii) 2,173,913 shares of Common Stock issuable to the Reporting Person upon conversion of shares of Series E Preferred Stock held directly by the Reporting Person. |
3
(c) The Reporting Person has not acquired or disposed of any securities of the Issuer since the most recent filing of this Schedule 13D.
(d) Except as set forth herein, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Person.
(e) Not applicable.
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 19, 2021
|
/s/ John K. Scott, Jr. | |
| John K. Scott, Jr. |