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

(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):

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. ☐

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

On December 6, 2019, Navidea Biopharmaceuticals, Inc. (the “Company”) issued a press release announcing that they had executed a Stock Purchase Agreement (the “Purchase Agreement”) with the investors named therein (collectively, the “Investors”).  Pursuant to the Purchase Agreement, the Investors agreed to purchase approximately 2.1 million shares of the Company’s common stock, par value $0.001 per share (the “Shares”), in a private placement for aggregate gross proceeds to the Company of approximately $1.9 million.

Concurrently with entering into the Purchase Agreement, the Company also entered into a Registration Rights Agreement (the “Registration Rights Agreement”), in which the Company agreed to file a registration statement, as permissible and necessary to register under the Securities Act of 1933, as amended (the “Act”), the Shares issued under the Purchase Agreement. Pursuant to the Registration Rights Agreement, the Company is obligated to file a registration statement to register the Shares for resale within thirty days.

The Company intends to use the net proceeds from the private placement to fund its research and development programs, including continuing to advance its Phase 2b and Phase 3 clinical trials of Tc99m tilmanocept in patients with rheumatoid arthritis, and for general working capital purposes and other operating expenses.

The Shares are being sold in reliance upon the exemption from the registration requirements in Section 4(a)(2) of the Act.

The foregoing summaries of the Purchase Agreement and the Registration Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the Registration Rights Agreement and Stock Purchase Agreement, copies of which are furnished as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated herein by reference.

On December 6, 2019, the Company issued a press release relating to the matters set forth above.  A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information set forth in Item 1.01 is incorporated herein by this reference.

(d) Exhibits.

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.