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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/09/18 Navidea Biopharmaceuticals, Inc. 10-Q 9/30/18 72:7.1M RDG Filings/FA |
Document/Exhibit Description Pages Size 1: 10-Q Quarterly Report HTML 624K 2: EX-10.1 Material Contract HTML 34K 3: EX-10.2 Material Contract HTML 103K 4: EX-31.1 Certification -- §302 - SOA'02 HTML 25K 5: EX-32.1 Certification -- §906 - SOA'02 HTML 22K 12: R1 Document And Entity Information HTML 48K 13: R2 Consolidated Balance Sheets (Current Period HTML 125K Unaudited) 14: R3 Consolidated Balance Sheets (Current Period HTML 39K Unaudited) (Parentheticals) 15: R4 Consolidated Statements of Operations (Unaudited) HTML 145K 16: R5 Consolidated Statements of Comprehensive (Loss) HTML 32K Income (Unaudited) 17: R6 Consolidated Statement of Stockholders' Equity HTML 80K (Unaudited) 18: R7 Consolidated Statements of Cash Flows (Unaudited) HTML 106K 19: R8 Note 1 - Summary of Significant Accounting HTML 73K Policies 20: R9 Note 2 - Liquidity HTML 32K 21: R10 Note 3 - Discontinued Operations HTML 79K 22: R11 Note 4 - Revenue From Contracts With Customers HTML 128K 23: R12 Note 5 - Fair Value HTML 42K 24: R13 Note 6 - Stock-based Compensation HTML 66K 25: R14 Note 7 - (Loss) Earnings Per Share HTML 44K 26: R15 Note 8 - Accounts Payable, Accrued Liabilities and HTML 25K Other 27: R16 Note 9 - Notes Payable HTML 43K 28: R17 Note 10 - Terminated Lease Liability HTML 34K 29: R18 Note 11 - Commitments and Contingencies HTML 72K 30: R19 Note 12 - Equity Instruments HTML 29K 31: R20 Note 13 - Stock Warrants HTML 29K 32: R21 Note 14 - Income Taxes HTML 38K 33: R22 Note 15 - Segments HTML 227K 34: R23 Note 16 - Supplemental Disclosure for Statements HTML 26K of Cash Flows 35: R24 Note 17 - Subsequent Events HTML 25K 36: R25 Significant Accounting Policies (Policies) HTML 78K 37: R26 Note 3 - Discontinued Operations (Tables) HTML 71K 38: R27 Note 4 - Revenue From Contracts With Customers HTML 104K (Tables) 39: R28 Note 5 - Fair Value (Tables) HTML 33K 40: R29 Note 6 - Stock-based Compensation (Tables) HTML 62K 41: R30 Note 7 - (Loss) Earnings Per Share (Tables) HTML 38K 42: R31 Note 10 - Terminated Lease Liability (Tables) HTML 29K 43: R32 Note 15 - Segments (Tables) HTML 219K 44: R33 Note 1 - Summary of Significant Accounting HTML 68K Policies (Details Textual) 45: R34 Note 2 - Liquidity (Details Textual) HTML 52K 46: R35 Note 3 - Discontinued Operations (Details Textual) HTML 59K 47: R36 Note 3 - Discontinued Operations - Discontinued HTML 63K Operations (Details) 48: R37 Note 4 - Revenue From Contracts With Customers HTML 58K (Details Textual) 49: R38 Note 4 - Revenue From Contracts With Customers - HTML 31K Change in Deferred Revenue and Accumulated Deficit (Details) 50: R39 Note 4 - Revenue From Contracts With Customers - HTML 54K Disaggregation of Revenue (Details) 51: R40 Note 4 - Revenue From Contracts With Customers - HTML 30K Changes in Contract Liabilities (Details) 52: R41 Note 5 - Fair Value (Details Textual) HTML 36K 53: R42 Note 5 - Fair Value - Financial Liabilities HTML 32K Measured at Fair Value on a Recurring Basis (Details) 54: R43 Note 6 - Stock-based Compensation (Details HTML 31K Textual) 55: R44 Note 6 - Stock-based Compensation - Summary of HTML 58K Stock Option Activity (Details) 56: R45 Note 6 - Stock-based Compensation - Summary of HTML 43K Unvested Restricted Stock (Details) 57: R46 Note 7 - (Loss) Earnings Per Share (Details HTML 26K Textual) 58: R47 Note 7 - (Loss) Earnings Per Share - Earnings HTML 29K (Loss) Per Share (Details) 59: R48 Note 8 - Accounts Payable, Accrued Liabilities and HTML 29K Other (Details Textual) 60: R49 Note 9 - Notes Payable (Details Textual) HTML 97K 61: R50 Note 10 - Terminated Lease Liability (Details HTML 30K Textual) 62: R51 Note 10 - Terminated Lease Liability - Summary of HTML 29K Changes in Terminated Lease Liability (Details) 63: R52 Note 11 - Commitments and Contingencies (Details HTML 92K Textual) 64: R53 Note 12 - Equity Instruments (Details Textual) HTML 47K 65: R54 Note 13 - Stock Warrants (Details Textual) HTML 62K 66: R55 Note 14 - Income Taxes (Details Textual) HTML 61K 67: R56 Note 15 - Segments (Details Textual) HTML 33K 68: R57 Note 15 - Segments - Segment Information (Details) HTML 137K 69: R58 Note 16 - Supplemental Disclosure for Statements HTML 34K of Cash Flows (Details Textual) 71: XML IDEA XML File -- Filing Summary XML 131K 70: EXCEL IDEA Workbook of Financial Reports XLSX 67K 6: EX-101.INS XBRL Instance -- navb-20180930 XML 2.16M 8: EX-101.CAL XBRL Calculations -- navb-20180930_cal XML 128K 9: EX-101.DEF XBRL Definitions -- navb-20180930_def XML 1.48M 10: EX-101.LAB XBRL Labels -- navb-20180930_lab XML 995K 11: EX-101.PRE XBRL Presentations -- navb-20180930_pre XML 1.46M 7: EX-101.SCH XBRL Schema -- navb-20180930 XSD 177K 72: ZIP XBRL Zipped Folder -- 0001437749-18-020274-xbrl Zip 180K
Exhibit 10.1
AGREEMENT
This Agreement is dated effective as of August 14, 2018, by and among Navidea Biopharmaceuticals, Inc. (“Navidea”), Macrophage Therapeutics, Inc. (“MT”) and Michael M. Goldberg, M.D. (“Goldberg”). The transactions contemplated by this Agreement is collectively referred to herein as the “Transaction.”
Navidea Shares |
On the date of the consummation of the Transaction (such date, the “Closing Date”), Navidea will issue to Goldberg 23.5million shares of Navidea common stock (the “Shares”), 18.5 million currently, and 5 million on January 2nd, 2019. The Shares will be issued under Regulation D of the Securities Act of 1933. |
Share Escrow |
A total of 10 million Shares will be deposited into an escrow account (the “Escrow Shares”) 5 million immediately and 5 million on January 2, 2019. The Escrow Shares will be released from the escrow account after the earlier of (such earlier time, the “Release Date”) (i) final resolution of any currently pending claims related to the Debt (as defined below) in which none of the Debt is required to be paid to any party other than Goldberg, or (ii) 18 months. On the Release Date, all of the then-remaining Escrow Shares will be released to Goldberg if not then subject to any claim by Navidea as outlined herein. If Navidea is ordered, by a final, non-appealable judgement, to pay any portion of the Debt (as defined below) to any party other than Goldberg, Navidea may pursue a claim against Goldberg for such amount and clawback a portion of the Escrow Shares from the escrow account having the equivalent value (at that future time) of the portion of the Debt actually paid by Navidea to the extent Navidea proves that Goldberg was not entitled to that portion of the Debt. The terms of the escrow account will provide that none of the Escrow Shares may be transferred to Navidea without a joint written direction executed by Navidea and Goldberg, or final judgment by a court of competent jurisdiction. |
Lock-Up |
After the award and the placement of the Shares with members of Goldberg’s family, neither Goldberg nor such family members will transfer any of the Shares for six months after the Closing Date without the prior written consent of Navidea. |
MT Super Voting Shares |
MT will issue to Goldberg shares of MT Super Voting Common Stock in a number equal to 5.0% of the outstanding shares of MT. Except as otherwise required by law, the holders of MT Super Voting Common Stock shall be entitled to notice of any stockholders’ meeting and to vote as a single class with holders of the Common Stock upon any matter submitted to the stockholders for a vote. In that regard, each holder of MT Super Voting Common Stock shall have 20 votes for each full share of MT Common Stock into which the shares of MT Super Voting Common Stock would be convertible on the record date for the matter to be voted on. Notwithstanding the foregoing, until such time as MT shall have obtained aggregate gross proceeds of $10 million in one or more financings after the Closing Date, the vote or written consent of Navidea shall be required to issue to Goldberg or any of his affiliates any equity or rights to purchase equity, which vote or consent will not be unreasonably withheld. Navidea will be entitled to appoint one observer to MT’s Board of Directors, who will receive all notices of board meetings, written consents and board materials in advance of such meetings. |
Severance |
Navidea will pay to Goldberg an aggregate of $978,000, which amount includes all unpaid vacation days, as severance after the Closing Date (the “Severance”), payable in equal installments over the next 24-months on Navidea’s regular pay dates (less any legally required withholding). Navidea will pay the costs to continue Goldberg’s existing health coverage for a period of 16 months after the Closing Date, by paying the amounts required under COBRA to maintain such coverage. |
Credit Line |
For six months after the Closing Date, Navidea will provide a line of credit to MT for the salary and benefits of Joel Kaufman (starting November 1), the expense of Nai Fang Wang, the expense of Jeffrey Arnold and MedChem (shared 50% to be re-evaluated after the first two months), the remaining payment due and owing to the Salzman Group, the payment to Smart Assays, and other working capital items not to exceed $750,000 in the aggregate. |
MT Preferred Stock |
MT will redeem all shares of Goldberg’s MT Preferred Stock and any warrants or other equity rights held by Goldberg in MT for no additional consideration other than Goldberg’s rights in the Transaction. |
Termination of Debt |
Goldberg waives all rights to collect any debt (including, without limitation interest) owed by Navidea to Goldberg. |
Waiver of Goldberg Rights |
Goldberg releases, to the maximum extent permitted by law, each of Navidea and MT from any and all claims that currently exist or arise prior to the Closing Date, whether known or unknown, contingent or fixed, including but not limited to claims for any compensation, vacation pay, severance, bonus, options, warrants (excluding the existing right to an option to purchase 5,000,000 phantom shares of Navidea common stock currently held by Goldberg) or the Debt. The release excludes any claims for breaches of the Transaction Documents by Navidea and MT. |
Resignation |
Goldberg hereby resigns as an officer and director of Navidea and any other subsidiary of Navidea other than MT on the date of execution of this Agreement. Navidea will make its final salary payment August 15th, 2018 and begin severance payments on August 30th, 2018. |
Transaction Documents |
The Transaction Documents shall contain other terms, conditions, representations and warranties of Navidea, MT and Goldberg customary for transactions of the type set forth in this Agreement. Maslon LLP, counsel to Navidea’s Special Committee, will prepare the initial drafts of the Transaction Documents. Upon execution, the terms of such Transaction Documents shall supersede the terms set forth herein, but any subsequent failure to execute the Transaction Documents shall not render the provisions of this Agreement invalid. |
Miscellaneous |
Successors and Assigns. This Agreement is binding upon and shall inure to the benefit of the permitted successors and assigns of each party.
Choice of Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflicts-of-law provisions, as an agreement executed under seal in the State of Delaware. Any action brought to enforce the terms of this Agreement or adjudicate any dispute arising out of this Agreement, involving a request for a temporary or preliminary injunction, shall be brought exclusively in the federal and state courts located in New York, New York. Each party hereby (i) waives any objection which it might have now or hereafter to the foregoing venue of any such litigation, action or proceeding, (ii) irrevocably submits to the exclusive jurisdiction of any such court set forth above in any such litigation, action or proceeding, and (iii) waives any claim or defense of inconvenient forum. Each party hereby consents to service of process by registered mail, return receipt requested, and expressly waives the benefit of any contrary provision of law. The prevailing party in any such dispute will be entitled to recover its reasonable attorneys’ fees and costs.
Amendment; Severability; Waiver. No change in any term or condition of this Agreement is valid or binding unless agreed to in writing by the party to which enforcement of such change is sought. If any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement shall remain valid and enforceable according to its terms. The waiver by any party of a breach or a default of any provision of this Agreement shall not be construed as a waiver of any succeeding breach of the same or any other provision, nor shall any delay or omission on the part of either party to exercise or avail itself of any right operate as a waiver of any right by such party.
Injunctive Relief. The parties acknowledge and agree that, in the event of a breach by any party of this Agreement, the other parties to this Agreement will have no adequate remedy at law and, accordingly, shall be entitled to injunctive and equitable relief against such breach in addition to any remedy the non-breaching party might have at law.
Counterparts: This Agreement may be executed in counterparts, each of which shall be considered an original and all of which shall constitute one and the same Agreement. Signatures may be delivered via facsimile or electronic transmission. |
Signature Page follows
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.
GOLDBERG:
By: /s/ Michael M. Goldberg Michael M. Goldberg, M.D. Individually |
|
NAVIDEA: | MT: |
NAVIDEA BIOPHARMACEUTICALS, INC. | MACROPHAGE THERAPEUTICS, INC. |
By: /s/ Jed Latkin | By: /s/ Michael M. Goldberg |
Jed Latkin, Chief Financial Officer |
Name: Michael M. Goldberg, M.D. Its: CEO |
Signature Page—
Agreement
This ‘10-Q’ Filing | Date | Other Filings | ||
---|---|---|---|---|
1/2/19 | 4 | |||
Filed on: | 11/9/18 | |||
For Period end: | 9/30/18 | |||
8/14/18 | 8-K | |||
List all Filings |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/23 Navidea Biopharmaceuticals, Inc. 10-K 12/31/22 91:10M RDG Filings/FA 8/02/22 Navidea Biopharmaceuticals, Inc. S-1/A 15:1.9M RDG Filings/FA 7/20/22 Navidea Biopharmaceuticals, Inc. S-1/A 13:1.6M RDG Filings/FA 7/01/22 Navidea Biopharmaceuticals, Inc. S-1/A 2:1M RDG Filings/FA 3/28/22 Navidea Biopharmaceuticals, Inc. 10-K 12/31/21 90:10M RDG Filings/FA 2/14/22 Navidea Biopharmaceuticals, Inc. S-1 2/11/22 3:944K RDG Filings/FA 5/13/21 Navidea Biopharmaceuticals, Inc. S-1 3:378K RDG Filings/FA 3/26/21 Navidea Biopharmaceuticals, Inc. 10-K 12/31/20 93:9.8M RDG Filings/FA |