As filed with the Securities and Exchange Commission on May 15, 2020.
Registration No. 333-__________
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
NAVIDEA BIOPHARMACEUTICALS, INC.
(Exact name of Registrant as specified in its charter)
Delaware | 31-1080091 |
(State or other jurisdiction | (I.R.S. Employer |
of incorporation or organization) | Identification No.) |
4995 Bradenton Avenue, Suite 240
Dublin, Ohio 43017
(Address of Registrant’s principal executive offices)
NAVIDEA BIOPHARMACEUTICALS, INC. 401(k) PLAN AND TRUST
(Full Title of the Plan)
Jed A. Latkin
Chief Executive Officer, Chief Operating Officer & Chief Financial Officer
Navidea Biopharmaceuticals, Inc.
4995 Bradenton Avenue, Suite 240
Dublin, Ohio 43017
(614) 793-7500
(Name, address and telephone number of agent for service)
Copies of Correspondence to:
Faith L. Charles, Esq.
Thompson Hine LLP
335 Madison Avenue, 12th Floor
New York, New York 10017-4611
(212) 344-5680
Faith.Charles@thompsonhine.com
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ Emerging growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
Calculation of Registration Fee
Title of Securities to be Registered(1) | Amount to be Registered(2) | Proposed Maximum Offering Price Per Share(3) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(4) |
Common Stock, $.001 par value | 500,000 | $0.93 | $465,000 | $60.36 |
(1) | This Registration Statement covers only shares of common stock, $.001 par value, of Navidea Biopharmaceuticals, Inc. (“Navidea Common Stock”) that may be issued to the Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust, as amended (the “Plan”), or its beneficiaries as employer matching contributions. The interests of employees in the Plan are not being registered hereby. |
(2) | This Registration Statement registers 500,000 additional shares of Navidea Common Stock for issuance to the Plan or its beneficiaries. Registration Statements on Form S-8 were previously filed on December 22, 2005 (Registration No. 333-130636), March 31, 2009 (Registration No. 333-158323) and May 9, 2017 (Registration No. 333-217814) for the existing securities available under the Plan. In accordance with Rule 416 under the Securities Act of 1933, as amended, this Registration Statement shall be deemed to cover an indeterminate number of additional shares of Navidea Common Stock, as may be issuable pursuant to future stock dividends, stock splits or similar transactions. |
(3) | Estimated solely for the purpose of calculating the proposed maximum aggregate offering price and the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of Navidea Common Stock as reported on the NYSE American stock exchange on May 12, 2020. |
(4) | Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plan. |
EXPLANATORY NOTE
This Registration Statement on Form S-8 (this “Registration Statement”) is being filed for the purpose of registering an additional 500,000 shares of the common stock of Navidea Biopharmaceuticals, Inc. (the “Corporation”) to be issued to the Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust, as amended (the “Plan”), or its beneficiaries as employer matching contributions. Pursuant to General Instruction E to Form S-8, we incorporate by reference into this Registration Statement the contents of the Corporation’s Registration Statements on Form S-8 previously filed with the Securities and Exchange Commission (the “Commission”) on December 22, 2005 (Registration No. 333-130636), March 31, 2009 (Registration No. 333-158323) and May 9, 2017 (Registration No. 333-217814).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not being filed with or included in this Registration Statement (by incorporation by reference or otherwise) in accordance with the Note to Part I of Form S-8. The documents containing the information required by Part I, which also relate to the shares registered under the Registration Statements on Form S-8 filed on December 22, 2005 (Registration No. 333-130636), March 31, 2009 (Registration No. 333-158323) and May 9, 2017 (Registration No. 333-217814), will be sent or given to participants as specified by Rule 428(b)(1).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Corporation incorporates by reference the following documents that the Corporation has previously filed with the Commission:
All documents subsequently filed by the Corporation pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. Any statement incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
________________
* Filed herewith.
The Corporation submitted the Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust (the “Plan”) to the Internal Revenue Service (the “IRS”) and received a determination letter from the IRS confirming that the Plan was qualified under Section 401 of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan’s most recent determination letter from the IRS was dated March 7, 2017. The Corporation will make any changes required by the IRS in order to qualify the Plan under Section 401 of the Code.
Signatures
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of Ohio, on May 15, 2020.
| NAVIDEA BIOPHARMACEUTICALS, INC. | |
| | |
| /s/ Jed A. Latkin | |
| Chief Executive Officer, Chief Operating Officer and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date |
| | |
* /s/ Jed A. Latkin | Chief Executive Officer, Chief Operating Officer | May 15, 2020 |
| Jed A. Latkin | and Chief Financial Officer, Director | |
| | (principal executive officer, principal financial officer | |
| | and principal accounting officer) | |
| | |
* /s/ Y. Michael Rice | Chair, Director | May 15, 2020 |
Y. Michael Rice | | |
| | |
* /s/ Claudine Bruck, Ph.D. | Director | May 15, 2020 |
Eric K. Rowinsky, M.D. | | |
| | |
* /s/ Adam D. Cutler | Director | May 15, 2020 |
Adam D. Cutler | | |
| | |
* /s/ S. Kathryn Rouan, Ph.D. | Director | May 15, 2020 |
S. Kathryn Rouan, Ph.D. | | |
*By: /s/ Jed A. Latkin | |
Jed A. Latkin, attorney-in-fact for each of the persons indicated | |
