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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/18/20 Navidea Biopharmaceuticals, Inc. 10-K 12/31/19 97:10M RDG Filings/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.18M
2: EX-4.3 Instrument Defining the Rights of Security Holders HTML 42K
3: EX-10.27 Material Contract HTML 92K
4: EX-10.28 Material Contract HTML 102K
5: EX-21.1 Subsidiaries List HTML 26K
6: EX-23.1 Consent of Experts or Counsel HTML 30K
7: EX-24.1 Power of Attorney HTML 33K
8: EX-31.1 Certification -- §302 - SOA'02 HTML 32K
9: EX-32.1 Certification -- §906 - SOA'02 HTML 28K
95: R1 Document And Entity Information HTML 67K
42: R2 Consolidated Balance Sheets HTML 133K
31: R3 Consolidated Balance Sheets (Parentheticals) HTML 48K
64: R4 Consolidated Statements of Operations HTML 109K
94: R5 Consolidated Statements of Comprehensive Loss HTML 38K
41: R6 Consolidated Statements of Stockholders' (Deficit) HTML 125K
Equity
30: R7 Consolidated Statements of Stockholders' (Deficit) HTML 30K
Equity (Parentheticals)
62: R8 Consolidated Statements of Cash Flows HTML 112K
97: R9 Note 1 - Organization and Summary of Significant HTML 127K
Accounting Policies
55: R10 Note 2 - Liquidity HTML 43K
24: R11 Note 3 - Discontinued Operations HTML 33K
72: R12 Note 4 - Revenue From Contracts With Customers HTML 100K
82: R13 Note 5 - Fair Value HTML 54K
54: R14 Note 6 - Stock-based Compensation HTML 70K
23: R15 Note 7 - Loss Per Share HTML 33K
71: R16 Note 8 - Accounts and Other Receivables and HTML 41K
Concentrations of Credit Risk
81: R17 Note 9 - Property and Equipment HTML 48K
53: R18 Note 10 - Investment in Macrophage Therapeutics, HTML 57K
Inc.
25: R19 Note 11 - Accounts Payable, Accrued Liabilities HTML 40K
and Other
57: R20 Note 12 - Notes Payable HTML 53K
89: R21 Note 13 - Leases HTML 69K
38: R22 Note 14 - Commitments and Contingencies HTML 73K
27: R23 Note 15 - Equity Instruments HTML 66K
56: R24 Note 16 - Income Taxes HTML 130K
88: R25 Note 17 - Segments HTML 144K
37: R26 Note 18 - Agreements HTML 43K
26: R27 Note 19 - Employee Benefit Plan HTML 32K
58: R28 Note 20 - Supplemental Disclosure for Statements HTML 34K
of Cash Flows
87: R29 Note 21 - Subsequent Events HTML 34K
84: R30 Significant Accounting Policies (Policies) HTML 177K
74: R31 Note 1 - Organization and Summary of Significant HTML 44K
Accounting Policies (Tables)
21: R32 Note 4 - Revenue From Contracts With Customers HTML 75K
(Tables)
51: R33 Note 5 - Fair Value (Tables) HTML 46K
85: R34 Note 6 - Stock-based Compensation (Tables) HTML 64K
75: R35 Note 8 - Accounts and Other Receivables and HTML 38K
Concentrations of Credit Risk (Tables)
22: R36 Note 9 - Property and Equipment (Tables) HTML 46K
52: R37 Note 11 - Accounts Payable, Accrued Liabilities HTML 36K
and Other (Tables)
86: R38 Note 13 - Leases (Tables) HTML 63K
73: R39 Note 15 - Equity Instruments (Tables) HTML 44K
90: R40 Note 16 - Income Taxes (Tables) HTML 117K
60: R41 Note 17 - Segments (Tables) HTML 137K
34: R42 Note 1 - Organization and Summary of Significant HTML 111K
Accounting Policies (Details Textual)
44: R43 Note 1 - Organization and Summary of Significant HTML 53K
Accounting Policies - Assumptions Used to
Calculate Fair Value of Stock Option Awards
Granted (Details)
91: R44 Note 2 - Liquidity (Details Textual) HTML 80K
61: R45 Note 3 - Discontinued Operations (Details Textual) HTML 37K
36: R46 Note 4 - Revenue From Contracts With Customers HTML 66K
(Details Textual)
45: R47 Note 4 - Revenue From Contracts With Customers - HTML 38K
Change in Deferred Revenue and Accumulated Deficit
(Details)
92: R48 Note 4 - Revenue From Contracts With Customers - HTML 43K
Disaggregation of Revenue (Details)
59: R49 Note 4 - Revenue From Contracts With Customers - HTML 37K
Changes in Contract Liabilities (Details)
67: R50 Note 5 - Fair Value (Details Textual) HTML 31K
78: R51 Note 5 - Fair Value - Financial Liabilities HTML 43K
Measured at Fair Value on a Recurring Basis
(Details)
50: R52 Note 6 - Stock-based Compensation (Details HTML 67K
Textual)
20: R53 Note 6 - Stock-based Compensation - Summary of HTML 60K
Stock Option Activity (Details)
66: R54 Note 6 - Stock-based Compensation - Summary of HTML 44K
Unvested Restricted Stock (Details)
77: R55 Note 7 - Loss Per Share (Details Textual) HTML 32K
49: R56 Note 8 - Accounts and Other Receivables and HTML 38K
Concentrations of Credit Risk (Details Textual)
19: R57 Note 8 - Accounts and Other Receivables and HTML 35K
Concentrations of Credit Risk - Accounts and Other
Receivables (Details)
68: R58 Note 9 - Property and Equipment (Details Textual) HTML 28K
76: R59 Note 9 - Property and Equipment - Summary of Major HTML 48K
Classes of Property and Equipment (Details)
43: R60 Note 10 - Investment in Macrophage Therapeutics, HTML 105K
Inc. (Details Textual)
32: R61 Note 11 - Accounts Payable, Accrued Liabilities HTML 34K
and Other (Details Textual)
65: R62 Note 11 - Accounts Payable, Accrued Liabilities HTML 35K
and Other - Accrued Liabilities and Other
(Details)
96: R63 Note 12 - Notes Payable (Details Textual) HTML 147K
40: R64 Note 13 - Leases (Details Textual) HTML 61K
29: R65 Note 13 - Leases - Impact of the Adoption of ASU HTML 42K
2016-02 on Our Balance Sheet (Details)
63: R66 Note 13 - Leases - Amount, Timing and Uncertainty HTML 57K
of Cash Flows Arising From Operating Leases
(Details)
93: R67 Note 14 - Commitments and Contingencies (Details HTML 102K
Textual)
39: R68 Note 15 - Equity Instruments (Details Textual) HTML 165K
33: R69 Note 15 - Equity Instruments - Outstanding HTML 45K
Warrants (Details)
17: R70 Note 16 - Income Taxes (Details Textual) HTML 59K
46: R71 Note 16 - Income Taxes - Components of Deferred HTML 52K
Tax Assets (Details)
79: R72 Note 16 - Income Taxes - Net Operating Loss and HTML 102K
Credit Carryforwards (Details)
69: R73 Note 16 - Income Taxes - Reconciliations Between HTML 56K
the Statutory Federal Income Tax Rate and the
Effective Tax Rate (Details)
18: R74 Note 17 - Segments (Details Textual) HTML 38K
47: R75 Note 17 - Segments - Segment Information (Details) HTML 117K
80: R76 Note 18 - Agreements (Details Textual) HTML 71K
70: R77 Note 19 - Employee Benefit Plan (Details Textual) HTML 28K
16: R78 Note 20 - Supplemental Disclosure for Statements HTML 66K
of Cash Flows (Details Textual)
48: R79 Note 21 - Subsequent Events (Details Textual) HTML 46K
35: XML IDEA XML File -- Filing Summary XML 178K
83: EXCEL IDEA Workbook of Financial Reports XLSX 93K
10: EX-101.INS XBRL Instance -- navb-20191231 XML 2.75M
12: EX-101.CAL XBRL Calculations -- navb-20191231_cal XML 141K
13: EX-101.DEF XBRL Definitions -- navb-20191231_def XML 2.14M
14: EX-101.LAB XBRL Labels -- navb-20191231_lab XML 1.49M
15: EX-101.PRE XBRL Presentations -- navb-20191231_pre XML 2.10M
11: EX-101.SCH XBRL Schema -- navb-20191231 XSD 274K
28: ZIP XBRL Zipped Folder -- 0001437749-20-005567-xbrl Zip 259K
Exhibit 4.3
DESCRIPTION OF SECURITIES
General
The following description of our capital stock is only a summary and is subject to the provisions of our amended and restated certificate of incorporation and our amended and restated bylaws, which are filed as exhibits to the report to which this exhibit is attached.
Our authorized capital stock consists of:
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300,000,000 shares of common stock, $0.001 par value per share; and |
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5,000,000 shares of undesignated preferred stock, $0.001 par value per share. |
Common Stock
Dividends
Subject to the rights and preferences of any outstanding preferred stock, each share of common stock is entitled to receive, when and as declared by the board of directors, out of our available assets at such time, such dividends as may be declared from time to time by the board of directors. We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. We intend to retain any future earnings to finance our growth.
Liquidation
If our company is liquidated, any assets that remain after the creditors are paid, and the owners of preferred stock receive any liquidation preferences, will be distributed to the owners of our common stock pro-rata. Neither the merger or consolidation by us into or with any other corporation, nor the merger or consolidation of any other corporation into or with us, nor the sale, lease, exchange or other disposition (for cash, shares of stock, securities, or other consideration) of all or substantially all our assets, will be deemed to be a dissolution, liquidation, or winding up of our business, whether voluntary or involuntary.
Voting Rights
Each share of our common stock entitles the owner to one vote. There is no cumulative voting. Our directors are elected by a plurality of the votes of the shares present in person or represented by proxy at meetings of our stockholders and entitled to vote in the election of directors.
Preemptive Rights
Owners of our common stock do not have any preemptive rights. We may sell shares of our common stock to third parties without first offering it to current stockholders.
Redemption Rights
We do not have the right to buy back shares of our common stock except in extraordinary transactions such as mergers and court approved bankruptcy reorganizations. Owners of our common stock do not ordinarily have the right to require us to buy their common stock. We do not have a sinking fund to provide assets for any buy back.
Conversion Rights
Shares of our common stock cannot be converted into any other kind of stock except in extraordinary transactions, such as mergers and court approved bankruptcy reorganizations.
Market Information
Our common stock is listed on the NYSE American under the symbol “NAVB.”
Exhibit 4.3
Transfer Agent and Registrar
The transfer agent for our common stock is Continental Stock Transfer & Trust Company, located at One State Street, 30th Floor, New York, NY 10004. Their telephone number is (212) 509-4000.
Blank Check Preferred Stock
Our certificate of incorporation authorizes our board of directors to issue “blank check” preferred stock. The board of directors may divide this stock into series and set their rights.
Under the terms of our certificate of incorporation, our board of directors has the authority, without further action by our stockholders, to issue up to 5,000,000 shares of preferred stock in one or more series and to determine and alter all rights, preferences, and privileges and qualifications, limitations, and restrictions thereof (including, without limitation, voting rights and the limitation and exclusion thereof).
The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions, future financings and other corporate purposes, could make it more difficult for a third party to acquire, or could adversely affect the rights of our common stockholders by restricting dividends on the common stock, diluting the voting power of the common stock, impairing the liquidation rights of the common stock or delaying or preventing a change in control without further action by the stockholders. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.
As of March 2, 2020, no shares of preferred stock were issued and outstanding. All shares of preferred stock offered hereby will, when issued, be fully paid and non-assessable and, unless otherwise stated in a prospectus supplement relating to the series of preferred stock being offered, will not have any preemptive or similar rights. We will set forth in a prospectus supplement relating to the class or series of preferred stock being offered the specific terms of each series of our preferred stock, including the price at which the preferred stock may be purchased, the number of shares of preferred stock offered, and the terms, if any, on which the preferred stock may be convertible into common stock or exchangeable for other securities.
Anti-Takeover Charter Provisions and Laws
Some features of our certificate of incorporation and bylaws and the Delaware General Corporation Law (the “DGCL”), which are further described below, may have the effect of deterring third parties from making takeover bids for control of our company or may be used to hinder or delay a takeover bid. This would decrease the chance that our stockholders would realize a premium over market price for their shares of common stock as a result of a takeover bid. See the section entitled “Risk Factors”.
Limitations on Stockholder Actions
Our certificate of incorporation provides that stockholder action may only be taken at a meeting of the stockholders. Thus, an owner of a majority of the voting power could not take action to replace the board of directors, or any class of directors, without a meeting of the stockholders, nor could he amend the bylaws without presenting the amendment to a meeting of the stockholders. Furthermore, under the provisions of the certificate of incorporation and bylaws, only the board of directors has the power to call a special meeting of stockholders. Therefore, a stockholder, even one who owns a majority of the voting power, may neither replace sitting board of directors members nor amend the bylaws before the next annual meeting of stockholders.
Advance Notice Provisions
Our bylaws establish advance notice procedures for the nomination of candidates for election as directors by stockholders, as well as for other stockholder proposals to be considered at annual meetings. Generally, we must receive a notice of intent to nominate a director or raise any other matter at a stockholder meeting not less than 120 days before the first anniversary of the mailing of our proxy statement for the previous year’s annual meeting. The notice must contain required information concerning the person to be nominated or the matters to be brought before the meeting and concerning the stockholder submitting the proposal.
Exhibit 4.3
Delaware Law
We are incorporated in Delaware, and as such are subject to Section 203 of the DGCL, which provides that a corporation may not engage in any business combination with an interested stockholder during the three years after the stockholder becomes an interested stockholder unless:
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the corporation’s board of directors approved in advance either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; |
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the interested stockholder owned at least 85 percent of the corporation’s voting stock at the time the transaction commenced; or |
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the business combination is approved by the corporation’s board of directors and the affirmative vote of at least two-thirds of the voting stock which is not owned by the interested stockholder. |
An interested stockholder is anyone who owns 15% or more of a corporation’s voting stock, or who is an affiliate or associate of the corporation and was the owner of 15% or more of the corporation’s voting stock at any time within the previous three years; and the affiliates and associates of any those persons. Section 203 of the DGCL makes it more difficult for an interested stockholder to implement various business combinations with our Company for a three-year period, although our stockholders may vote to exclude it from the law’s restrictions.
Classified Board
Our certificate of incorporation and bylaws divide our board of directors into three classes with staggered three-year terms. There are currently four directors. Two classes are comprised of two directors each and a third class is currently vacant. At each annual meeting of stockholders, the terms of one class of directors will expire and the newly nominated directors of that class will be elected for a term of three years. The board of directors will be able to determine the total number of directors constituting the full board of directors and the number of directors in each class, but the total number of directors may not exceed nine nor may the number of directors in any class exceed six. No reduction in the total number of directors or in the number of directors in a given class will have the effect of removing a director from office or reducing the term of any then-sitting director. Stockholders may only remove directors for cause. If the board of directors increases the number of directors in a class, it will be able to fill the vacancies created for the full remaining term of a director in that class even though the term may extend beyond the next annual meeting. The directors will also be able to fill any other vacancies for the full remaining term of the director whose death, resignation or removal caused the vacancy.
A person who has a majority of the voting power at a given meeting will not in any one year be able to replace a majority of the directors since only one class of the directors will stand for election in any one year. As a result, at least two annual meeting elections will be required to change the majority of the directors by the requisite vote of stockholders. The purpose of classifying the board of directors is to provide for a continuing body, even in the face of a person who accumulates a sufficient amount of voting power, whether by ownership or proxy or a combination, to have a majority of the voting power at a given meeting and who may seek to take control of our Company without paying a fair premium for control to all of the owners of our common stock. This will allow the board of directors time to negotiate with such a person and to protect the interests of the other stockholders who may constitute a majority of the shares not actually owned by that person. However, it may also have the effect of deterring third parties from making takeover bids for control of our Company or may be used to hinder or delay a takeover bid.
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 3/18/20 | |||
| 3/2/20 | ||||
| For Period end: | 12/31/19 | S-3 | ||
| List all Filings | ||||