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 million plus interest.  See Note

 

In addition, the Company is engaged in ongoing litigation with our former President and Chief Executive Officer, Dr. Michael Goldberg. See Notes and

 

The Company has also been engaged in ongoing litigation with Capital Royalty Partners II L.P. (“CRG”) and pursuing recovery of approximately million and other damages. On the Court of Common Pleas of Franklin County, Ohio (the “Ohio Court”) entered a judgment in the amount of million to Navidea, plus statutory interest from the “CRG Judgment”). On Ohio's District Court of Appeals issued a decision which reversed the Ohio Court's ruling that CRG breached the Global Settlement Agreement dated and its award of million plus statutory interest to Navidea. The Ohio Court of Appeals held that the Ohio Court did have jurisdiction to adjudicate Navidea's claims and therefore did rule on the factual merits of Navidea's claims regarding CRG's recovery in excess of the contractually agreed maximum amount. Navidea is currently evaluating its options in response to the Ohio Court of Appeals' decision, including whether to appeal the Ohio Court of Appeals' decision to the Ohio Supreme Court.  See Note

 

In the Company completed an underwritten public offering of shares (the “Shares”) of our Common Stock pursuant to the Underwriting Agreement at a price to the public of per share. Of the total Shares, shares were placed with existing investor John K. Scott, Jr. at a price of per share. Pursuant to the Underwriting Agreement, the Underwriter purchased the remaining Shares from the Company at a price of per share. After underwriting discounts, commissions, fees and expenses paid to the Underwriter, the Company received net proceeds from the offering of

 

In the Company executed a Stock Purchase Agreement with the investors named therein. Pursuant to the Stock Purchase Agreement, the investors agreed to purchase approximately million shares of the Company's Common Stock in a private placement for aggregate gross proceeds to the Company of approximately million. Of this amount, approximately million was received during resulting in approximately of stock subscriptions receivable as of The remaining of proceeds were received and the related Common Stock was issued in

 

In the Company executed agreements with existing investors to purchase approximately million shares of the Company's Common Stock for aggregate gross proceeds to Navidea of approximately million. The entire million was received during the quarters of See Note

 

On 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 shares of newly-designated Series C Redeemable Convertible Preferred Stock (the “Series C Preferred Stock”) for an aggregate purchase price of million. The entire million was received and the related Series C Preferred Stock was issued during the and quarters of The Series C Preferred Stock was guaranteed by a portion of the proceeds of the CRG Judgment. See Note

 

On 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 -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 purchased 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:

 

 

 

 

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. See Note

 

On the Company entered into a Stock Purchase Agreement (the “Common Stock Purchase Agreement”) with each of the investors named therein (the “Investors”), pursuant to which the Investors agreed to purchase from the Company, up to million in shares of the Company's common stock, par value per share (“Common Stock”). As of the date of filing of this Annual Report on Form -K, has been received under the Common Stock Purchase Agreement. See Note

 

On the Company entered into a Stock Purchase Agreement and Letter of Investment Intent (the “Series D Preferred Stock Purchase Agreement”) with Keystone pursuant to which the Company agreed to issue to Keystone shares of newly-designated Series D Redeemable Convertible Preferred Stock (the “Series D Preferred Stock”) for an aggregate purchase price of 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 or more closings. The Series D Preferred Stock will be convertible into a maximum of shares of Common Stock. As of the date of filing of this Annual Report on Form -K, million has been received under the Series D Preferred Stock Purchase Agreement. See Notes and (a).

 

On the Company entered into a Stock Purchase Agreement and Letter of Investment Intent with an existing accredited investor, John K. Scott, Jr. pursuant to which the Company issued to Mr. Scott in a private placement transaction shares of newly-designated Series E Redeemable Convertible Preferred Stock (the “Series E Preferred Stock”) for an aggregate purchase price of million. The Series E Preferred Stock will be convertible into a maximum of shares of Common Stock. See Note (b).

 

Navidea intends to use the net proceeds from these transactions to fund its research and development programs, including continued advancement of its Phase and Phase clinical trials of 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 Among the provisions contained in the CARES Act was the creation of the Payroll Protection Program (“PPP”) that provides for Small Business Administration (“SBA”) Section (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 Fifth Third Bank (the “Lender”) funded a loan to the Company in the amount of under the SBA's PPP (the “PPP Loan”). In accordance with the loan forgiveness requirements of the CARES Act, the Company used the proceeds from the PPP Loan primarily for payroll costs, rent and utilities. On the Lender notified the Company that the entire PPP Loan amount of has been forgiven. See Note

 

During the ongoing COVID- 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. Overall, we do believe there has been an appreciable impact to the Company's clinical development and regulatory timelines resulting from COVID- However, the COVID- outbreak has delayed enrollment in our - clinical study in the United Kingdom due to national COVID--related shutdowns. In addition, the funding from the transactions described above was received on a delayed basis during the and quarters of due in part to the COVID- pandemic and its devastating impact on global financial markets.

 

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 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. Based on our committed equity investments, current working capital, and our projected cash burn, management believes that the Company will be able to continue as a going concern for at least months following the filing of this Annual Report on Form -K.