false 0000810509 0000810509 2023-01-10 2023-01-10 0000810509 navb:CommonStockCustomMember 2023-01-10 2023-01-10 0000810509 navb:PreferredStockPurchaseRightsCustomMember 2023-01-10 2023-01-10
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported)
January 10, 2023
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
(IRS Employer
of incorporation)
File Number)
Identification No.)
4995 Bradenton Avenue, Suite 240, Dublin, Ohio
(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
NYSE American
Preferred Stock Purchase Rights
NYSE American
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.
On January 10, 2023, Navidea Biopharmaceuticals, Inc. (the “Company”) entered into the First Amendment to Section 382 Rights Agreement (“First Amendment”), which amends the Section 382 Rights Agreement, dated as of April 7, 2022, between the Company and Continental Stock Transfer & Trust Company, LLC, as Rights Agent (the “Original Rights Agreement”). The First Amendment, which was approved by the Company’s Board of Directors on January 5, 2023, reduces the “exchange ratio” from five shares of common stock per right to three shares of common stock per right. No other terms of the Original Rights Agreement were amended.
The foregoing summary of the First Amendment is qualified in its entirety by reference to the First Amendment, a copy of which is attached as Exhibit 4.1 and incorporated by reference herein. The Original Rights Agreement is described in and included as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed April 12, 2022.
Item 3.03
Material Modifications to Rights of Security Holders.
The information set forth in Item 1.01 is incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
First Amendment to Section 382 Rights Agreement dated as of January 10, 2023 between Navidea Biopharmaceuticals, Inc. and Continental Stock Transfer & Trust Company, LLC.
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 10, 2023
/s/ Michael S. Rosol
Michael S. Rosol, Ph.D.
Chief Medical Officer
(Principal Executive Officer)