Quarterly report pursuant to Section 13 or 15(d)

Note 11 - Equity

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Note 11 - Equity
9 Months Ended
Sep. 30, 2020
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
1
1
.
Equity
 
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.
In accordance with current accounting guidance, the
$812,000
of stock subscriptions receivable was included in stock subscriptions and other receivables in the consolidated balance sheet as of
December 31, 2019.
 
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. The entire
$3.4
million was received and the related
4,020,588
shares of Common Stock were issued during the
first
three
quarters of
2020.
 
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 newly-designated Series C Preferred Stock for an aggregate purchase price of
$4.2
million.  Pursuant to the Stock Purchase Agreement, Keystone agreed to purchase shares of Series C Preferred Stock in amounts to be determined by Keystone in
one
or more closings on or before
November 6, 2020,
provided that all of the Series C Preferred Stock must be purchased by such date.  Holders of the Series C Preferred Stock had the option to convert some or all of the Series C Preferred Stock into shares of the Company's Common Stock at a
10%
discount to market (the “Series C Conversion Shares”), provided that the Company could
not
issue such Series C Conversion Shares in excess of
19.99%
of the number of shares of Common Stock outstanding as of the date of the investment (the “Series C Exchange Cap”) without shareholder approval, which the Company was
not
required to seek. The entire
$4.2
million was received and the related
420,000
shares of Series C Preferred Stock were issued during the
second
and
third
quarters of
2020.
  In accordance with current accounting guidance, the Company recorded a deemed dividend of approximately
$467,000
related to the BCF of the
420,000
shares of Series C Preferred Stock that were issued during the
nine
-month period ended
September 30, 2020. 
See Note
1
(e).  These
420,000
shares were subsequently converted into
1,425,076
shares of Common Stock during the
second
and
third
quarters of
2020.
 
 
On
August 9, 2020,
Company entered into a binding MOU with Jubilant.  The MOU outlines the terms and framework for a potential Exclusive License and Distribution Agreement for Navidea's
Tc99m
-Tilmanocept Rheumatoid Arthritis diagnostic application in the United States, Canada, Mexico, and Latin America. In connection with the MOU, the Company entered into a Stock Purchase Agreement with Jubilant, pursuant to which Jubilant purchased
209,205
shares of Common Stock for gross proceeds of
$1.0
million 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.  See Note
2.
 
On
August 30, 2020,
the Company entered into a Common Stock Purchase Agreement with each of the Investors named therein, pursuant to which the Investors agreed to purchase from the Company, up to
$25.0
million in shares of the Company's Common Stock.  The initial closing of the sale and purchase of the Common Stock (the “Initial Closing”) must occur within
forty-five
(
45
) business days after the date on which the NYSE American approved the Company's listing application for the Common Stock. The Investors have agreed to purchase an aggregate of
1,000,000
shares of Common Stock at the Initial Closing, at a purchase price of
$5.00
per share. Subsequent closings of the sale and purchase of the Common Stock (each a “Subsequent Closing”) will occur from time to time after the Initial Closing on such dates and times as agreed upon by the Company and the Investors, but in any event
no
later than
ninety
(
90
) business days after the Initial Closing; provided that the closing price of the Common Stock on the NYSE American exchange shall have closed at or above
$5.00
for
five
consecutive trading days. The Investors will purchase the Common Stock at such Subsequent Closing at a price per share equal to market value within the meaning of Section
713
of the NYSE American Company Guide; provided that in
no
event shall the Investors be obligated to purchase Common Stock at a Subsequent Closing at a price greater than
$5.75
per share. The Company has the right to terminate the Common Stock Purchase Agreement upon written notice to the Investors if (a) the Initial Closing has
not
occurred within
ninety
(
90
) days of the date of the agreement or (b) if the Investors have
not
purchased an aggregate of
$25.0
million in Common Stock as of the date that is
ninety
(
90
) business days after the Initial Closing.  Notwithstanding the foregoing,
no
Investor is obligated to purchase any Common Stock if such shares proposed to be purchased, when aggregated with all other shares of Common Stock then owned beneficially by such Investor and its affiliates, would result in the beneficial ownership by such Investor and its affiliates of more than
4.99%
of the then issued and outstanding shares of Common Stock.  One of the Company's existing investors, John K. Scott, Jr., is a party to the Common Stock Purchase Agreement and agreed to purchase
$25,000
of Common Stock. In accordance with current accounting guidance,
$5.0
million of stock subscriptions receivable was included in common stock subscriptions receivable in the consolidated balance sheet as of
September 30, 2020.
Additionally, as of
September 30, 2020,
Mr. Scott had paid for his shares but those shares had
not
yet been issued, therefore
$25,000
was included in other current liabilities on the consolidated balance sheet.  See Note
2.
 
On
August 31, 2020,
the Company entered into the Series D Preferred Stock Purchase Agreement with Keystone pursuant to which the Company agreed to issue to Keystone
150,000
shares of newly-designated Series D Preferred Stock for an aggregate purchase price of
$15.0
million. Pursuant to the Series D Preferred Stock Purchase Agreement, Keystone will purchase Series D Preferred Stock in amounts to be determined by Keystone in
one
or more closings during the
nine
-month period following the date on which the prospectus supplement to register the underlying Common Stock was filed with the SEC, provided that all of the Series D Preferred Stock must be purchased by such date.  Holders of the Series D Preferred Stock will have the option to convert some or all of the Series D Preferred Stock into shares of the Company's Common Stock at a
10%
discount to market (the “Series D Conversion Shares”), provided that the Company
may
not
issue such Series D Conversion Shares in excess of
19.99%
of the number of shares of Company common stock outstanding as of the date of the investment (the “Series D Exchange Cap”) without shareholder approval, which the Company is
not
required to seek. See Notes
2
and
16.
 
In the event of the liquidation or dissolution of the Company, after payment of the debts and other liabilities of the Company, the holders of Series D Preferred Stock then outstanding shall be entitled to receive, out of the assets of the Company and before any payment
may
be made to the holders of Common Stock or any other junior stock, an amount per share of Series D Preferred Stock calculated by taking the total amount available for distribution to holders of all outstanding Common Stock before deduction of any preference payments for the Series D Preferred Stock, divided by the total of (
x
) all of the then outstanding shares of Common Stock plus (y) all of the shares of Common Stock into which the outstanding shares of Series D Preferred Stock can be converted, and then (z) multiplying the sum so obtained by the number of shares of Common Stock into which such share of Series D Preferred Stock could then be converted (the “Series D Preferred Liquidation Preference Amount”).
 
Of the
$15.0
million,
$150,000
was received and the related
1,500
shares of Series D Preferred Stock were issued during the
third
quarter of
2020.
  The Company recorded a deemed dividend of approximately
$17,000
related to the BCF of the
1,500
shares of Series D Preferred Stock that were issued during the
three
-month period ended
September 30, 2020. 
See Note
1
(e).  These
1,500
shares were subsequently converted into
56,497
shares of Common Stock during the
third
quarter of
2020.
  An additional
$700,000
was received and the related
7,000
shares of Series D Preferred Stock were issued during the period beginning on
October 1, 2020
and ending on the date of filing of this Quarterly Report on Form
10
-Q.  These
7,000
shares of Series D Preferred Stock were subsequently converted into
313,290
shares of Common Stock during the period beginning on
October 1, 2020
and ending on the date of filing of this Quarterly Report on Form
10
-Q.  In accordance with current accounting guidance,
$700,000
of stock subscriptions receivable was included in stock subscriptions and other receivables, and approximately
$14.2
million was included in preferred stock subscriptions receivable in the consolidated balance sheet as of
September 30, 2020.
 
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. See Note
2.
 
During the
nine
-month period ended
September 30, 2020,
we issued
94,159
shares of our common stock valued at
$172,000
to our full-time employees as partial payment in lieu of cash for their
2019
bonuses.
 
During the
nine
-month periods ended
September 30, 2020
and
2019,
we issued
32,651
and
8,128
shares of our common stock as matching contributions to our
401
(k) Plan which were valued at
$40,000
and
$20,000,
respectively.