Quarterly report pursuant to Section 13 or 15(d)

Note 16 - Subsequent Events

Note 16 - Subsequent Events
3 Months Ended
Mar. 31, 2020
Notes to Financial Statements  
Subsequent Events [Text Block]
Subsequent Events
The Company has evaluated events and transactions subsequent to
March 31, 2020
and through the date these consolidated financial statements were included in this Quarterly Report on Form
-Q and filed with the SEC.
Common Stock:
February 2020,
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. Of this amount, approximately
was received during the
quarter of
An additional
million was received and the related Common Stock was issued during the
quarter of
through the date of filing this Quarterly Report on Form
-Q. As a result, the Company recorded approximately
million of stock subscriptions receivable as of
March 31, 2020.
The remaining
of proceeds have
been received as of the date of filing this Quarterly Report on Form
Preferred Stock:
February 2020,
the Company executed a binding term sheet to sell the Judgment entered by the Ohio Court of Common Pleas in favor of Navidea in the amount of
million plus interest, for
million of proceeds to Navidea.  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
shares of newly-designated Series C Preferred Stock for an aggregate purchase price of
million.  Pursuant to the Stock Purchase Agreement, Keystone will purchase shares of Series C Preferred Stock in amounts to be determined by Keystone in
or more closings (each, a “Call Closing”) 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
convert some or all of the Series C Preferred Stock into shares of the Company’s Common Stock at a
discount to market (the “Conversion Shares”), provided that the Company
issue such Conversion Shares in excess of
of the number of shares of Company common stock outstanding as of the date of the investment (the “Exchange Cap”) without shareholder approval, which the Company is
required to seek. In the event that (a) the Company does
have enough Conversion Shares registered for resale so as to allow for a requested conversion and immediate resale, or (b) if the number of Conversion Shares issued reaches the Exchange Cap, then the Company will be required to redeem the difference in cash at
per share of Series C Preferred Stock, but only if, when and to the extent that the Company has received cash proceeds as a result of the Judgment being affirmed.
License Termination:
May 11, 2020 (
the “Termination Date”), the Company entered into a Termination Agreement (the “Termination Agreement”) with SpePharm AG (“SpePharm”) and Norgine BV (“Norgine”) which terminated that certain Exclusive License Agreement dated
March 5, 2015 (
as amended to date, the “License Agreement”). Under the License Agreement, SpePharm had the exclusive right to develop, manufacture and commercialize the Company’s products approved for radiolabeling with
and containing Lymphoseek® (collectively, the “Products”) in several jurisdictions abroad, including the United Kingdom, France, Germany, Australia and New Zealand (collectively, the “Licensed Territory”). In exchange for such rights, the Company was entitled to certain royalty payments.
Pursuant to the Termination Agreement, the parties agreed that neither owed the other any payments due under the License Agreement as of the Termination Date and that, among other things, SpePharm will
longer have any right in, nor claim to, any intellectual property owned by the Company or its affiliates anywhere in the world. SpePharm also agreed to perform certain wind-down activities (the “Wind-Down Activities”) during the
-month period following the Termination Date (the “Transition Period”). The Wind-Down Activities include, without limitation, SpePharm transferring to the Company or its designee(s) the regulatory approvals controlled by SpePharm or its affiliates for the purpose of marketing, distributing and selling the Products in the Licensed Territory. SpePharm will also transfer to the Company certain tenders and other customer and sales contracts related to the Products. Subject to the terms of the Termination Agreement, Norgine, an affiliate of SpePharm, agreed to guarantee SpePharm’s performance of its obligations under the Termination Agreement.
Payroll Protection Program Loan:
  The CARES Act was enacted on
March 27, 2020. 
Among the provisions contained in the CARES Act is the creation of the PPP that provides for 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. The amount that will be forgiven will be calculated in part with reference to the Company’s full-time headcount during the
-week period following the funding of the PPP loan.  On
April 30, 2020,
the Company was informed by the Lender that the Lender received approval from the SBA to fund the Company’s request for a PPP Loan.  Per the terms of the PPP Loan, the Company will receive total proceeds of
from the Lender.  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
of the loan will be forgiven.  The interest rate on the PPP Loan is a fixed rate of
per annum. To the extent that the amounts owed under the PPP Loan, or a portion of them, are
forgiven, the Company will be required to make principal and interest payments in monthly installments beginning
months from the date of the PPP Loan. The PPP Loan matures in
years.  The PPP Loan includes events of default. Upon the occurrence of an event of default, the Lender will have the right to exercise remedies against the Company, including the right to require immediate payment of all amounts due under the PPP Note.