| Subsequent Events [Text Block] |
The Company has evaluated events and transactions subsequent to June 30, 2020 and through the date these consolidated financial statements were included in this Quarterly Report on Form 10 -Q and filed with the SEC. | | |
Preferred Stock: On May 6, 2020, the Company entered into a Stock Purchase Agreement and Letter of Investment Intent with Keystone pursuant to which the Company agreed to issue to Keystone 420,000 shares of Series C Preferred Stock for an aggregate purchase price of $4.2 million. Of this amount, $700,000 was received and the related 70,000 shares Series C Preferred Stock was issued during the second quarter of 2020. These 70,000 shares were subsequently converted into 410,765 shares of Common Stock during the second quarter of 2020. The remaining $3.5 million was received and the related 350,000 shares of 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. These 350,000 shares were subsequently converted into 1,014,311 shares of Common Stock during the period beginning on July 1, 2020 and ending on the date of filing of this Quarterly Report on Form 10 -Q. See Notes 2 and 11.
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Common Stock: 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 half of 2020. The remaining $392,000 was received and the related Common Stock was issued during July 2020. Therefore, the Compnay recorded approximately $392,000 of stock subscriptions receivable as of June 30, 2020. See Notes 2 and 11.
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Private Placement Commitment: On August 9, 2020 Navidea signed a binding commitment letter (the "Commitment Letter") with Mastiff Group LLC as lead investor (the "Sponsor"), for a private placement financing of up to $25.0 million in aggregate gross proceeds of shares of Navidea's common stock. Shares will be priced either "at the market" or at a premium to the closing price of Navidea's common stock on the date of execution. | | | | | | | | The Commitment Letter requires the Sponsor to purchase, or cause the purchase of, shares of Navidea's common stock, and to pay, or cause to be paid, to Navidea funds an aggregate cash purchase of up to $25.0 million (the "Equity Commitment"). The Commitment Letter does not specify a minimum dollar amount or number of shares that must be purchased. The Sponsor may effect the funding of the Equity Commitment directly or indirectly through one or more affiliates of the Sponsor or any other investment fund that the Sponsor deems appropriate. The Commitment Letter provides that definitive agreements (the "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. The Equity Commitment is subject to the approval by the NYSE American of the Company's additional listing application and other customary closing condition. | | | | | | | | This Commitment Letter and the obligation of the Sponsor to fund the Equity Commitment will terminate automatically and immediately upon the earliest to occur of (a) the mutual agreement of the Sponsor and Navidea, and (b) the closing, at which time such obligation will be discharged but subject to the performance of such obligation. In addition, Navidea may terminate this the Commitment Letter and the Equity Commitment if the purchase price proposed by the Sponsor is not above the "at-market" per share price on the date of execution of the Definitive Agreements. | | | d. |
Memorandum of Understanding: On August 9, 2020, Navidea Biopharmaceuticals, Inc. ("Navidea" or the "Company") entered into a binding memorandum of understanding ("MOU") with Jubilant Draximage, Inc. dba Jubilant Radiopharma, Radiopharmaceuticals Division ("Jubilant"). The MOU outlines the terms and framework for a potential Exclusive License and Distribution Agreement ("ELDA") for Navidea's Tc99m -Tilmanocept Rheumatoid Arthritis diagnostic application ("TRA") in the United States, Canada, Mexico and Latin America.
| | | | | | | | In connection with the MOU, the company entered into a Stock Purchase Agreement with Jubilant (the "Jubilant Stock Purchase Agreement"), pursuant to which Jubilant agreed to purchase $1.0 million in shares of the Company's common stock (the "Transaction Shares") in exchange for exclusivity of negotiations while due diligence efforts are completed. The investment was priced "at market," which was the closing price of Navidea's common stock on the NYSE American on the trading day immediately preceding the investment. | | | | | | | | The MOU outlines certain terms that are expected to be included in the ELDA, including: | | | | ● | Jubilant to provide Navidea with an addition $19.0 million in the form of stock purchases and license fees, subject to the achievement of certain milestones, to be used to fund Navidea's updoming NAV3 -32 (Phase 2b ) and NAV3 -33 (Phase 3 ) trials. | | | | ● | Jubilant will pay license fees and sales-based royalties to Navidea based on revenue generated from the sale of TRA in the licensed territory. | | | | ● | Jubilant will serve as the exclusive commerical and distribution partner for TRA in the United States, Canada, Mexico, and Latin America. Jubilant will be responsible for all commercialization efforts within the licensed territory. | | | | The execution of the ELDA is subject to certain conditions, including negotiation of a definitive agreement in mutually acceptable form and Jubilant's completion of its due diligence. |
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