Quarterly report pursuant to Section 13 or 15(d)

Note 2 - Liquidity

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Note 2 - Liquidity
6 Months Ended
Jun. 30, 2020
Notes to Financial Statements  
Substantial Doubt about Going Concern [Text Block]
2.
Liquidity
 
As disclosed in the Company's Annual Report on Form
10
-K and other filings, the Company has been engaged in litigation with Platinum-Montaur Life Sciences LLC (“Platinum-Montaur”), an affiliate of Platinum Management (NY) LLC, Platinum Partners Value Arbitrage Fund L.P., Platinum Partners Capital Opportunity Fund, Platinum Partners Liquid Opportunity Master Fund L.P., Platinum Liquid Opportunity Management (NY) LLC, and Montsant Partners LLC (collectively, “Platinum”), in which Platinum-Montaur was seeking damages of approximately
$1.9
million plus interest.  See Note
10.
 
In addition, the Company is engaged in ongoing litigation with our former President and Chief Executive Officer, Dr. Michael Goldberg. See Notes
6
and
10.
 
The Company has also been engaged in ongoing litigation with Capital Royalty Partners II L.P. (“CRG”) and pursuing recovery of approximately
$4.3
million and other damages. On
November 27, 2019,
the Court of Common Pleas of Franklin County, Ohio (the “Ohio Court”) entered a judgment in the amount of
$4.3
million to Navidea, plus statutory interest from
April 9, 2018 (
the “Judgment”). See Note
10.
 
In
February 2020,
the Company executed a binding term sheet to sell the Judgment for
$4.2
million of proceeds to Navidea. On
May 6, 2020,
the Company entered into a Stock Purchase Agreement and Letter of Investment Intent with Keystone Capital Partners, LLC (“Keystone”) pursuant to which the Company agreed to issue to Keystone
420,000
shares of newly-designated Series C Preferred Stock for an aggregate purchase price of
$4.2
million. Of this amount,
$700,000
was received during the
second
quarter of
2020.
The remaining
$3.5
million was received and the related Series C Preferred Stock was issued during the period beginning on
July 1, 2020
and ending on the date of filing of this Quarterly Report on Form
10
-Q. The Series C Preferred Stock is guaranteed by a portion of the proceeds of the Judgment. See Notes
11
and
16
(a).
 
In
December 2019,
the Company executed a Stock Purchase Agreement with the investors named therein. Pursuant to the Stock Purchase Agreement, the investors agreed to purchase approximately
2.1
million shares of the Company's Common Stock in a private placement for aggregate gross proceeds to the Company of approximately
$1.9
million. Of this amount, approximately
$1.1
million was received during
2019.
The remaining
$812,000
of proceeds were received and the related Common Stock was issued in
January 2020.
See Note
11.
 
In
February 2020,
the Company executed agreements with
two
existing investors to purchase approximately
4.0
million shares of the Company's Common Stock for aggregate gross proceeds to Navidea of approximately
$3.4
million. Of this amount, approximately
$3.0
million was received during the
first
and
second
quarters of
2020.
The remaining
$392,000
was received and the related Common Stock was issued during
July 2020.
See Notes
11
and
16
(b).
 
Navidea intends to use the net proceeds from these transactions to fund its research and development programs, including continued advancement of its
two
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 Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted on
March 27, 2020.
Among the provisions contained in the CARES Act is the creation of the Payroll Protection Program (“PPP”) that provides for Small Business Administration (“SBA”) Section
7
(a) loans for qualified small businesses. PPP loan proceeds are available to be used to pay for payroll costs, including salaries, commissions, and similar compensation, group health care benefits, and paid leaves; rent; utilities; and interest on certain other outstanding debt.  On
May 18, 2020,
Fifth Third Bank (the “Lender”) funded a loan to the Company in the amount of
$366,000
under the SBA's PPP (the “PPP Loan”). In accordance with the loan forgiveness requirements of the CARES Act, the Company intends to use the proceeds from the PPP Loan primarily for payroll costs, rent and utilities, thus the Company anticipates that
100%
of the loan will be forgiven.
 
During the ongoing COVID-
19
global pandemic, the Company's primary focus is the safety of its employees, the employees of its clinical trial sites, and the patients enrolled in its clinical trials. The Company is working to mitigate any safety risk along with any long-term impact on its clinical development programs. To date, we do
not
believe there has been any appreciable impact to the Company's clinical development and regulatory timelines resulting from COVID-
19.
Much of the funding from the
February 2020
transactions described above was delayed, due in part to the COVID-
19
pandemic and its devastating impact on global financial markets. However, funding for all of these transactions has been received as of the date of filing of this Quarterly Report on Form
10
-Q.
 
The Company has experienced recurring net losses and has used significant cash to fund its operations. The Company has considerable discretion over the extent of development project expenditures and has the ability to curtail the related cash flows as needed. The
February 2020
transactions described above have provided approximately
$7.6
million of additional working capital. The Company also has funds remaining under outstanding grant awards, and continues working to establish new sources of funding, including collaborations, potential equity investments, and additional grant funding that can augment the balance sheet.
 
On
August 9, 2020,
Navidea signed a binding Commitment Letter with Mastiff Group LLC as lead investor for a private placement financing of up to
$25
million in aggregate gross proceeds of shares of Navidea's common stock.  The Commitment Letter provides that definitive agreements, including a Stock Purchase Agreement and Registration Rights Agreement, must be signed within
7
business days of the date of the Commitment Letter, and
one
or more closings will be held
not
later than
15
business days from the date of execution of the definitive agreements. However, based on our current working capital and our projected cash burn, and without definitive agreements in place, management believes that there is substantial doubt about the Company's ability to continue as a going concern for at least
twelve
months following the filing of this Quarterly Report on Form
10
-Q.