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Date of Report (date of earliest event reported): November 10, 2023 

 

 

 

 

 

(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):

 

 

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

 

 

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 November 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 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”).

 

Item 3.02         Unregistered Sales of Equity Securities.

 

The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

The shares of restricted common stock 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 5.02.         Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 10, 2023, after consultation with an independent compensation consultant and upon recommendation of the CNG Committee, the Board approved the grant of 973,633 shares of restricted common stock to Craig Dais, the Company’s Chief Financial Officer, under our 2014 Plan. The restricted stock award 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.

 

On November 16, 2023, at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”), the stockholders approved the Navidea Biopharmaceuticals, Inc. 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”), which was previously adopted by the Board subject to stockholder 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 proxy statement for the Annual Meeting (the “Definitive Proxy Statement”), filed with the U.S. Securities and Exchange Commission on October 5, 2023, which description is incorporated herein by reference. The 2023 Equity Incentive Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.

 

Item 5.07         Submission of Matters to a Vote of Security Holders. 

 

At the Annual Meeting, the stockholders of the Company took the following actions:

 

 

 

 

 

 

 

 

 

 

(d) Exhibits.

 

 

 

 

 

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.