Quarterly report pursuant to Section 13 or 15(d)

Note 12 - Equity

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Note 12 - Equity
3 Months Ended
Mar. 31, 2021
Notes to Financial Statements  
Stockholders' Equity Note Disclosure [Text Block]
12.
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,
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
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
$850,000
was received and the related Common Stock was issued during the
first
quarter of
2020.
The remaining
$1.7
million was received and the related Common Stock was issued during the
second
quarter of
2020.
 
On
August 30, 2020,
the Company entered into a Common Stock Purchase Agreement with 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. As of the date of filing of this Quarterly Report on Form
10
-Q,
$25,000
has been received under the Common Stock Purchase Agreement. 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
March 31, 2021.
See Note
2.
 
On
August 31, 2020,
the Company entered into a Series D Preferred Stock Purchase Agreement with Keystone pursuant to which the Company agreed to issue to Keystone
150,000
shares of 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. The Series D Preferred Stock will be convertible into a maximum of
5,147,000
shares of Common Stock.
 
Of the
$15.0
million, approximately
$5.0
million was received and the related
49,500
shares of Series D Preferred Stock were issued through
March 31, 2021.
These
49,500
shares were subsequently converted into
2,341,258
shares of Common Stock through
March 31, 2021.
Of the
$5.0
million received as of
March 31, 2021,
approximately
$3.2
million was received during the
first
quarter of
2021,
$2.925
million of which was received prior to the filing of our Annual Report on Form
10
-K for the year ended
December 31, 2020.
In accordance with current accounting guidance, this
$2.925
million was included in stock subscriptions receivable in the consolidated balance sheet as of
December 31, 2020.
An additional
$500,000
was received and the related
5,000
shares of Series D Preferred Stock were issued during the period beginning on
April 1, 2021
and ending on the date of filing of this Quarterly Report on Form
10
-Q. These
5,000
shares of Series D Preferred Stock were subsequently converted into
316,725
shares of Common Stock during the period beginning on
April 1, 2021
and ending on the date of filing of this Quarterly Report on Form
10
-Q. In accordance with current accounting guidance,
$500,000
of stock subscriptions receivable was included in stock subscriptions and other receivables, and approximately
$9.6
million was included in preferred stock subscriptions receivable in the consolidated balance sheet as of
March 31, 2021.
See Notes
2
and
17.
 
On
March 2, 2021,
the Company entered into a Series E Preferred Stock Purchase Agreement with an existing accredited investor, John K. Scott, Jr. pursuant to which the Company issued to Mr. Scott in a private placement transaction
50,000
shares of Series E Preferred Stock for an aggregate purchase price of
$5.0
million.
 
Under the Series E Preferred Stock Purchase Agreement, Mr. Scott was granted a right of
first
offer with respect to future issuances of Company securities (the “Right of First Offer”); provided, however, that in
no
event shall Mr. Scott have such right if the acquisition of any of such securities would result in Mr. Scott beneficially holding more than
33.33%
of the Company's outstanding Common Stock on an as-converted basis, as determined in accordance with Section
13
(d) of the Securities Exchange Act of
1934,
as amended (the “Exchange Act”), and the rules thereunder (the “Share Cap”). In the event that Mr. Scott does
not
exercise the Right of First Offer, the Company will then be entitled to offer and sell the new securities to any
third
party at a price
not
less than, and upon terms
no
more favorable to the offeree than, those offered to Mr. Scott (a “Third Party Offering”). Pursuant to the Series E Preferred Stock Purchase Agreement, Mr. Scott also has the option to purchase up to
33.33%
of the new securities offered in a Third-Party Offering at the same price and upon the terms available to the other purchaser(s) (the “Preemptive Right”); provided, however, that in
no
event
may
Mr. Scott acquire new Company securities in a Third-Party Offering to the extent the acquisition thereof would violate the Share Cap. The Right of First Offer and the Preemptive Right will expire upon the earlier of (i)
December 31, 2021
or (ii) upon the voluntary or involuntary liquidation, dissolution, or winding up of the Company.
 
In connection with the private placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company will prepare and file with the Securities and Exchange Commission (the “SEC”)
one
or more registration statements to register for resale the maximum number of Conversion Shares (as defined below) issuable upon conversion of the Series E Preferred Stock. In the event that both (i) the number of shares of Common Stock beneficially held by Mr. Scott falls below
20%
of the outstanding Common Stock on an as-converted basis, as determined in accordance with Section
13
(d) of the Exchange Act and the rules thereunder, and (ii) Mr. Scott is an affiliate (as that term is defined under Rule
144
) at the time of the Reload Request (as defined below), the Company, upon written request from Mr. Scott (the “Reload Request”), will be required prepare and file with the SEC one, and only one, additional registration statement covering the resale of those shares of Common Stock owned by Mr. Scott as of the date of the Reload Request that, as of such time, are
not
registered for resale under the Securities Act of
1933,
as amended (the “Securities Act”). The securities issued in the offering have
not
been registered under the Securities Act, and until so registered the securities
may
not
be offered or sold absent registration or availability of an applicable exemption from registration.
 
Except with respect to transactions which
may
adversely affect any right, preference, privilege or voting power of the Series E Preferred Stock, the Series E Preferred Stock has
no
voting rights. Whenever the Company's Board of Directors declares a dividend on Common Stock, each record holder of a share of Series E Preferred Stock on the record date set by the Board of Directors will be entitled to receive an amount equal to such dividend declared on
one
share of Common Stock multiplied by the number of shares of Common Stock (the “Series E Conversion Shares”) into which such share of Series E Preferred Stock could be converted on the record date, without regard to any conversion limitations in the Series E Preferred Certificate of Designation of Preferences, Rights and Limitations (the “Series E Preferred Certificate”). Holders of the Series E Preferred Stock
may
convert some or all of the Series E Preferred Stock into Series E Conversion Shares at a fixed price of
$2.30
per Series E Conversion Share, provided that the aggregate number of Series E Conversion Shares issued pursuant to the Series E Preferred Certificate cannot exceed the Share Cap without shareholder approval, which the Company is
not
required to seek. The Company has the right to redeem any outstanding shares of Series E Preferred Stock at a price of
$110
per share at any time on or prior to the
one
-year anniversary of the issuance date, payable in cash. See Note
2.
 
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
three
-month period ended
March 31, 2021,
we issued
30,018
shares of our Common Stock valued at
$77,000
as matching contributions to our
401
(k) Plan.
 
During the
three
-month period ended
March 31, 2020,
we issued
53,315
shares of our Common Stock valued at
$65,000
to our employees as partial payment in lieu of cash for their
2019
bonuses.