In we entered into an agreement with Platinum-Montaur to provide us with a credit facility of up to million. In connection with the closing of the Asset Sale to Cardinal Health the Company repaid to PPCO an aggregate of approximately million in partial satisfaction of the Company’s liabilities, obligations and indebtedness under the Platinum Loan Agreement, which, to the extent of such payment, were transferred by Platinum-Montaur to PPCO. The Company was informed by PPVA that it was the owner of the balance of the Platinum Note. Such balance of approximately million was due upon closing of the Asset Sale but withheld by the Company and paid to anyone as it is subject to competing claims of ownership by both Dr. Michael Goldberg, the Company’s President and Chief Executive Officer, and PPVA.

 

During the -month periods ended and and of interest was compounded and added to the balance of the Platinum Note, respectively. As of the remaining outstanding principal balance of the Platinum Note was approximately million.

 

The Platinum Note is reflected on the consolidated balance sheets at its unpaid principal and interest balance of and at and respectively. Additionally,

the estimated fair value of the embedded conversion option of approximately

and at and respectively, is included in notes payable on the consolidated balance sheets.

Changes in the estimated fair value of the Platinum conversion option were decreases of and million, respectively, and were recorded as non-cash changes in fair value of the conversion option during the -month periods ended and Changes in the estimated fair value of the Platinum conversion option were decreases of and million, respectively, and were recorded as non-cash changes in fair value of the conversion option during the -month periods ended and

 

 

 

In Navidea and its subsidiary Macrophage Therapeutics, Inc., as guarantor, executed a Term Loan Agreement (the CRG Loan Agreement) with Capital Royalty Partners II L.P. (CRG) in its capacity as a lender and as control agent for other affiliated lenders party to the CRG Loan Agreement (collectively, the Lenders) in which the Lenders agreed to make a term loan to the Company in the aggregate principal amount of million (the CRG Term Loan), with an additional million in loans to be made available upon the satisfaction of certain conditions stated in the CRG Loan Agreement. During the -month period ended of interest was compounded and added to the balance of the CRG Term Loan.

 

Pursuant to a notice of default letter sent to Navidea by CRG in the Company stopped compounding interest in the quarter of and began recording accrued interest. As of million of accrued interest related to the CRG Term Loan is included in accrued liabilities and other on the consolidated balance sheets. As of the outstanding principal balance of the CRG Term Loan was million.

 

During the course of CRG alleged multiple claims of default on the CRG Loan Agreement, and filed suit in the District Court of Harris County, Texas. On CRG exercised control over of the Company’s primary bank accounts and took possession of million that was on deposit.

 

On the Company entered into a Global Settlement Agreement with MT, CRG, and Cardinal Health to effectuate the terms of the settlement previously entered into by the parties on In accordance with the Global Settlement Agreement, on the Company repaid million of its alleged indebtedness and other obligations outstanding under the CRG Term Loan. Concurrently with payment of the Deposit Amount, CRG released all liens and security interests granted under the CRG Loan Documents and the CRG Loan Documents were terminated and are of further force or effect; provided, however, that, notwithstanding the foregoing, the Company and CRG agreed to continue with their proceeding pending in The District Court of Harris County, Texas to fully and finally determine the actual amount owed by the Company to CRG under the CRG Loan Documents. The Company and CRG further agreed that the Final Payoff Amount would be less than million and more than million. In addition, concurrently with the payment of the Deposit Amount and closing of the Asset Sale, (i) Cardinal Health posted a million letter of credit in favor of CRG as security for the amount by which the High Payoff Amount exceeds the Deposit Amount in the event the Company is unable to pay all or a portion of such amount, and (ii) CRG posted a million letter of credit in favor of the Company as security for the amount by which the Deposit Amount exceeds the Low Payoff Amount. If, on the hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents exceeds the Deposit Amount, the Company will pay such excess amount, plus the costs incurred by CRG in obtaining CRG’s letter of credit, to CRG and if, on the other hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents is less than the Deposit Amount, CRG will pay such difference to the Company and reimburse Cardinal Health for the costs incurred by Cardinal Health in obtaining its letter of credit. Any payments owing to CRG arising from a final determination that the Final Payoff Amount is in excess of million shall be paid by the Company without resort to the letter of credit posted by Cardinal Health and such letter of credit shall only be a secondary resource in the event of failure of the Company to make payment to CRG. The Company will indemnify Cardinal Health for any costs it incurs in payment to CRG under the settlement, and the Company and Cardinal Health further agree that Cardinal Health can pursue all possible remedies, including offset against earnout payments (guaranteed or otherwise) under the Purchase Agreement, warrant exercise, or any other payments owed by Cardinal Health or any of its affiliates, to the Company, or any of its affiliates, if Cardinal Health incurs any cost associated with payment to CRG under the settlement. The million being held in escrow pursuant to court order in the Ohio case and the million being held in escrow pursuant to court order in the Texas case were released to the Company following the closing of the Asset Sale.

 

 

In we prepaid of insurance premiums through the issuance of a note payable to IPFS Corporation (“IPFS”) with an interest rate of The note is payable in monthly installments of with the final payment due on As of and the remaining outstanding principal balance of the IPFS note payable is approximately and respectively, and is included in notes payable, current in the consolidated balance sheets.

 

 

During the -month periods ended and we recorded interest expense of and million, respectively, related to our notes payable. Of these amounts, and respectively, related to amortization of the debt discounts related to our notes payable. An additional and of total interest expense was compounded and added to the balance of our notes payable during the -month periods ended and respectively. During the -month periods ended and we recorded interest expense of million and million, respectively, related to our notes payable. Of these amounts, and respectively, related to amortization of the debt discounts related to our notes payable. An additional and million of total interest expense was compounded and added to the balance of our notes payable during the -month periods ended and respectively. The collection fees of prepayment premium of million, and the remaining unamortized balance of the CRG debt discount of million were also recorded as interest expense during the -month period ended