Annual report pursuant to Section 13 and 15(d)

Note 14 - Equity Instruments

v3.21.1
Note 14 - Equity Instruments
12 Months Ended
Dec. 31, 2020
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
14.
Equity Instruments
 
 
a.
Preferred Stock and Common Stock:
In
March 2019,
the Company entered into a Stock Purchase Agreement with an existing investor, John K. Scott, Jr. (the “Investor”), pursuant to which the Company was to issue to the Investor in a private placement (the “Private Placement”) up to
$3.0
million in shares of Common Stock. The Private Placement was to occur in multiple tranches. The initial closing occurred on
March 22, 2019,
at which the Investor purchased
$50,000
worth of Common Stock at a price of
$2.80
per share, which was the closing price of a share of Common Stock reported on the NYSE American market for the business day immediately before the initial closing date. The remainder of the Common Stock was to be purchased by the Investor from time to time, on such date or dates to be determined by the Company and the Investor, which date was
not
to be later than
June 15, 2019.
No
additional shares were purchased by the Investor prior to the
June 15, 2019
expiration of the Stock Purchase Agreement, however he did participate in the
June 2019
underwritten public offering.
 
In
June 2019,
the Company completed an underwritten public offering of
8,000,000
Shares of our Common Stock pursuant to an Underwriting Agreement between the Company and the Underwriter at a price to the public of
$0.75
per share. Of the
8,000,000
total Shares,
4,000,000
shares were placed with the Investor at a price of
$0.75
per share. Pursuant to the Underwriting Agreement, the Underwriter purchased the remaining
4,000,000
Shares from the Company at a price of
$0.69375
per share. Under the terms of the Underwriting Agreement, the Company granted the Underwriter an option (the “Underwriter Option”), exercisable for
30
days, to purchase up to an additional
1,200,000
shares of Common Stock at a price per share of
$0.69375.
The Underwriter Option was
not
exercised. The Company paid the Underwriter (a) a commission equal to
7.5%
of the gross proceeds from the Shares sold to the Underwriter, (b) a management fee equal to
1.0%
of the gross proceeds raised in the offering, (c)
$50,000
for non-accountable expenses, (d)
$100,000
for fees and expenses of legal counsel to the Underwriter and other out-of-pocket expenses, and (e)
$10,000
for clearing expenses. After underwriting discounts, commissions, fees and expenses paid to the Underwriter, the Company received net proceeds from the offering of
$5,555,000.
The Company paid an additional
$127,000
for legal and professional services related to this offering, which further reduced the net proceeds from the offering.
 
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,
resulting in approximately
$812,000
of stock subscriptions receivable as of
December 31, 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 prepaid and other current assets in the consolidated balance sheet at
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
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
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 year ended
December 31, 2020.
See Note
1
(p). These
420,000
shares were subsequently converted into
1,425,076
shares of Common Stock during
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, which amount was received and the related
5,000
shares of Common Stock were issued during
2020.
In accordance with current accounting guidance, the remaining
$4.975
million of stock subscriptions receivable was included in common stock subscriptions receivable in the consolidated balance sheet as of
December 31, 2020.
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 without shareholder approval, which the Company is
not
required to seek.
 
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.
 
Of the
$15.0
million, approximately
$1.8
million was received and the related
17,750
shares of Series D Preferred Stock were issued during
2020.
The Company recorded a deemed dividend of approximately
$197,000
related to the BCF of the
17,750
shares of Series D Preferred Stock that were issued during
2020.
See Note
1
(p). These
17,750
shares were subsequently converted into
827,280
shares of Common Stock during
2020.
An additional
$2.9
million was received and the related
29,250
shares of Series D Preferred Stock were issued during the period beginning on
January 1, 2021
and ending on the date of filing of this Annual Report on Form
10
-K. These
29,250
shares of Series D Preferred Stock were subsequently converted into
1,375,089
shares of Common Stock during the period beginning on
January 1, 2021
and ending on the date of filing of this Annual Report on Form
10
-K. In accordance with current accounting guidance,
$2.9
million of stock subscriptions receivable was included in stock subscriptions and other receivables, and approximately
$10.3
million was included in preferred stock subscriptions receivable in the consolidated balance sheet as of
December 31, 2020.
See Notes
2
and
20
(a).
 
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 year ended
December 31, 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.
No
such stock bonus payments were made during the year ended
December 31, 2019.
 
During the years ended
December 31, 2020
and
2019,
we issued
32,651
and
8,128
shares of Common Stock as matching contributions to our
401
(k) Plan which were valued at
$40,000
and
$20,000,
respectively.
 
 
b.
Stock Warrants:
Pursuant to the Underwriting Agreement related to the
June 2019
public offering, the Company issued to the Underwriter Series OO Warrants to purchase
600,000
shares of Common Stock, representing
7.5%
of the aggregate number of shares of Common Stock sold in the offering. The Series OO Warrants are exercisable at any time and from time to time, in whole or in part, following the date of issuance and ending
five
years from the date of the execution of the Underwriting Agreement, at a price per share equal to
$0.9375
(
125%
of the offering price to the public per share). The Series OO Warrants had an estimated fair value of
$261,000
at the date of issuance, which was recorded in additional paid-in capital as a reduction of the gross proceeds raised in the public offering. The assumptions used to calculate fair value of the Series OO Warrants included volatility of
88.6%,
a risk-free rate of
1.8%
and expected dividends of
$0.
In
May 2020,
411,000
Series OO Warrants to purchase the Company's Common Stock were exercised on a cashless basis in exchange for
300,595
shares of Navidea Common Stock.
 
As of
December 31, 2020,
there are approximately
992,000
outstanding warrants to purchase Common Stock. The warrants are exercisable at prices ranging from
$0.20
to
$49.80
per share with a weighted average exercise price per share of
$18.37.
The warrants have remaining outstanding terms ranging from
0.2
to
14.6
years.
 
The following table summarizes information about our outstanding warrants as of
December 31, 2020.
 
   
Exercise
Price
   
Number of
Warrants
 
Expiration Date
Series HH
  $
49.80
     
15,060
 
6/25/2023
Series KK
   
38.36
     
19,550
 
3/4/2021
Series LL
   
0.20
     
218,264
 
8/20/2035
Series NN
   
30.00
     
550,000
 
3/3/2022
Series OO
   
0.9375
     
189,000
 
6/13/2024
Total warrants
  $
18.37
*
   
991,874
 
 
 
 
*
Weighted average exercise price.
 
In addition,
300
warrants to purchase MT Common Stock at
$2,000
per share expired in
March 2020.
 
 
c.
Common Stock Reserved:
As of
December 31, 2020,
we have reserved
1,541,844
shares of authorized Common Stock for the exercise of all outstanding stock options and warrants,
995,000
shares for the issuance of Common Stock pursuant to the
August 2020
Common Stock Purchase Agreement, and
4,319,720
shares for the issuance of Common Stock upon conversion of Series D Preferred Stock. An additional
250,000
shares of Common Stock have been reserved for issuance to Dr. Goldberg related to the Goldberg Agreement. See Notes
9
and
13.