Navidea Biopharmaceuticals (NAVB) 10-Q 10 May 17 2017 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 01, 2017
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Entity Registrant Name	NAVIDEA BIOPHARMACEUTICALS, INC.
Trading Symbol	NAVB
Entity Central Index Key	810,509
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		161,898,338

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash	$ 13,440,618	$ 1,539,325
Restricted cash	0	5,001,253
Accounts and other receivables	7,185,814	203,016
Inventory, net	748	96,208
Prepaid expenses and other	1,071,815	842,220
Assets associated with discontinued operations, current	0	3,144,247
Total current assets	21,698,995	10,826,269
Property and equipment	3,217,061	3,232,372
Less accumulated depreciation and amortization	2,118,026	2,051,787
Property and equipment, net	1,099,035	1,180,585
Patents, trademarks and license agreements	480,404	146,685
Guaranteed earnout receivable	9,437,599	0
Other assets	209,554	202,882
Assets associated with discontinued operations	0	105,255
Total assets	32,925,587	12,461,676
Current liabilities:
Accounts payable	3,133,752	5,165,385
Accrued liabilities and other	1,170,315	7,857,856
Deferred revenue, current	15,037	15,037
Notes payable, current	2,103,000	51,957,913
Liabilities associated with discontinued operations, current	3,554,320	4,865,597
Total current liabilities	9,976,424	69,861,788
Notes payable	0	9,641,179
Other liabilities	583,849	624,922
Total liabilities	10,560,273	80,127,889
Commitments and contingencies
Stockholders’ equity (deficit):
Preferred stock; $.001 par value; 5,000,000 shares authorized; no shares issued or outstanding at March 31, 2017 and December 31, 2016, respectively	0	0
Common stock; $.001 par value; 300,000,000 shares authorized; 161,898,338 and 155,762,729 shares issued and outstanding at March 31, 2017 and December 31, 2016, respectively	161,898	155,763
Additional paid-in capital	330,808,515	326,564,148
Accumulated deficit	(309,273,807)	(394,855,034)
Total Navidea stockholders' equity (deficit)	21,696,606	(68,135,123)
Noncontrolling interest	668,708	468,910
Total stockholders’ equity (deficit)	22,365,314	(67,666,213)
Total liabilities and stockholders’ equity (deficit)	$ 32,925,587	$ 12,461,676

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Preferred Stock, Par or Stated Value Per Share (USD per share)	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share (USD per share)	$ 0.001	$ 0.001
Common Stock, Shares Authorized	300,000,000	300,000,000
Common Stock, Shares, Issued	161,898,338	155,762,729
Common Stock, Shares Outstanding	161,898,338	155,762,729

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Revenue:
Tc 99m tilmanocept sales revenue	$ 0	$ 8,800
Tc 99m tilmanocept license revenue	0	254,050
Grant and other revenue	580,030	685,635
Total revenue	580,030	948,485
Cost of goods sold	0	1,489
Gross profit	580,030	946,996
Operating expenses:
Research and development	705,274	2,072,271
Selling, general and administrative	3,022,434	2,633,126
Total operating expenses	3,727,708	4,705,397
Loss from operations	(3,147,678)	(3,758,401)
Other (expense) income:
Interest income, net	24,112	757
Equity in loss of R-NAV, LLC	0	(12,239)
Change in fair value of financial instruments	140,485	1,125,359
Loss on extinguishment of debt	(1,314,102)	0
Other, net	(21,604)	(37,292)
Total other (expense) income, net	(1,171,109)	1,076,585
Loss before income taxes	(4,318,787)	(2,681,816)
Benefit from income taxes	1,454,172	0
Loss from continuing operations	(2,864,615)	(2,681,816)
Discontinued operations, net of tax effect:
Loss from discontinued operations	(255,861)	(1,004,433)
Gain on sale	88,701,501	0
Net income (loss)	85,581,025	(3,686,249)
Less loss attributable to noncontrolling interest	(202)	(241)
Net loss attributable to common stockholders	$ 85,581,227	$ (3,686,008)
Income (loss) per common share (basic):
Continuing operations	$ (0.02)	$ (0.02)
Discontinued operations	0.55	0
Attributable to common stockholders	$ 0.53	$ (0.02)
Weighted average shares outstanding (basic)	160,376,476	155,308,094
Income (loss) per common share (diluted):
Continuing operations	$ (0.02)	$ (0.02)
Discontinued operations	0.54	0
Attributable to common stockholders	$ 0.52	$ (0.02)
Weighted average shares outstanding (diluted)	164,871,955	155,308,094

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity (Deficit) - 3 months ended Mar. 31, 2017 - USD ($)	Common Stock [Member]	Additional Paid In Capital [Member]	Retained Earnings [Member]	Noncontrolling Interest [Member]	Total
Balance at Dec. 31, 2016	$ 155,763	$ 326,564,148	$ 394,855,034	$ 468,910	$ (67,666,213)
Balance, shares at Dec. 31, 2016	155,762,729
Issued stock in payment of Board retainers	$ 16	10,484			10,500
Issued stock in payment of Board retainers, shares	16,406
Issued stock in payment of employee bonuses	$ 707	367,105			367,812
Issued stock in payment of employee bonuses, shares	707,353
Issued stock upon exercise of warrants	$ 5,412	48,707			54,119
Issued stock upon exercise of warrants, shares	5,411,850
Issued warrants in connection with Asset Sale		3,337,187			3,337,187
Issued warrants for extension of license agreement		333,719			333,719
Stock compensation expense		147,165			147,165
Net income			85,581,227	(202)	85,581,025
Reclassification of funds invested (see Note 8)				200,000	200,000
Balance at Mar. 31, 2017	$ 161,898	$ 330,808,515	$ 309,273,807	$ 668,708	$ 22,365,314
Balance, shares at Mar. 31, 2017	161,898,338

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net income (loss)	$ 85,581,025	$ (3,686,249)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	86,535	149,590
Loss on disposal and abandonment of assets	100,270	0
Amortization of debt discount and issuance costs	0	72,875
Compounded interest on long term debt	143,114	824,952
Stock compensation expense	147,165	340,502
Equity in loss of R-NAV, LLC	0	12,239
Change in fair value of financial instruments	(140,485)	(1,125,359)
Issued warrants in connection with advisory services agreement	3,337,187	0
Value of restricted stock issued to directors	10,500	20,640
Value of stock issued to employees	367,812	0
Other	65	(12,239)
Changes in operating assets and liabilities:
Accounts and other receivables	(14,821,403)	903,147
Inventory	1,470,078	(246,030)
Prepaid expenses and other assets	(65,632)	193,795
Accounts payable	(3,837,463)	1,133,840
Accrued and other liabilities	(3,719,024)	4,418
Deferred revenue	(2,315,037)	(265,758)
Net cash provided by (used in) operating activities	66,344,707	(1,679,637)
Cash flows from investing activities:
Purchases of equipment	0	(1,847)
Net cash used in investing activities	0	(1,847)
Cash flows from financing activities:
Proceeds from issuance of common stock	54,119	0
Principal payments on notes payable	(59,498,721)	0
Restricted cash held for payment against debt	5,001,188	0
Payments under capital leases	0	(693)
Net cash used in financing activities	(54,443,414)	(693)
Net increase (decrease) in cash	11,901,293	(1,682,177)
Cash, beginning of period	1,539,325	7,166,260
Cash, end of period	$ 13,440,618	$ 5,484,083

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	a. Basis of Presentation: Our consolidated financial statements include the accounts of Navidea and our wholly owned subsidiaries, Navidea Biopharmaceuticals Limited and Cardiosonix Ltd, as well as those of our majority-owned subsidiary, Macrophage Therapeutics, Inc. (“MT”). All significant inter-company accounts were eliminated in consolidation. Prior to termination of Navidea’s joint venture with R-NAV, LLC (“R-NAV”), Navidea's investment in R-NAV was being accounted for using the equity method of accounting and was therefore not consolidated. On March 3, 2017, pursuant to an Asset Purchase Agreement dated November 23, 2016, (the “Purchase Agreement”), the Company completed its previously announced sale to Cardinal Health 414, LLC (“Cardinal Health 414”) of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer (the “Business”), including the Company’s radioactive diagnostic agent marketed under the Lymphoseek® trademark for current approved indications by the U.S. Food and Drug Administration (“FDA”) and similar indications approved by the FDA in the future (the “Product”), in Canada, Mexico and the United States (the “Territory”) (giving effect to the License-Back described below and excluding certain assets specifically retained by the Company) (the “Asset Sale”). Such assets sold in the Asset Sale consist primarily of, without limitation, (i) intellectual property used in or reasonably necessary for the conduct of the Business, (ii) inventory of, and customer, distribution, and product manufacturing agreements related to, the Business, (iii) all product registrations related to the Product, including the new drug application approved by the FDA for the Product and all regulatory submissions in the United States that have been made with respect to the Product and all Health Canada regulatory submissions and, in each case, all files and records related thereto, (iv) all related clinical trials and clinical trial authorizations and all files and records related thereto, and (v) all right, title and interest in and to the Product, as specified in the Purchase Agreement (the “Acquired Assets”). Upon closing of the Asset Sale, the Supply and Distribution Agreement, dated November 15, 2007 (as amended, the “Supply and Distribution Agreement”), between Cardinal Health 414 and the Company was terminated and, as a result, the provisions thereof are of no further force or effect (other than any indemnification, payment, notification or data sharing obligations which survive the termination). Our consolidated balance sheets and statements of operations have been reclassified, as required, for all periods presented to reflect the Business as a discontinued operation. Cash flows associated with the operation of the Business have been combined with operating, investing and financing cash flows, as appropriate, in our consolidated statements of cash flows. See Note 3. b. Financial Instruments and Fair Value: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities whose fair value is measured on a recurring basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. See Note 4. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: (1) Cash, restricted cash, accounts and other receivables, accounts payable, and accrued liabilities: The carrying amounts approximate fair value because of the short maturity of these instruments. (2) Notes payable: The carrying value of our debt at March 31, 2017 and December 31, 2016 primarily consists of the face amount of the notes less unamortized discounts. At March 31, 2017 and December 31, 2016, certain notes payable were also required to be recorded at fair value. The estimated fair value of our debt was calculated using a discounted cash flow analysis as well as a Monte Carlo simulation. These valuation methods include Level 3 inputs such as the estimated current market interest rate for similar instruments with similar creditworthiness. Unrealized gains and losses on the fair value of the debt are classified in other expenses as a change in the fair value of financial instruments in the consolidated statements of operations. At March 31, 2017, the fair value of our notes payable is approximately $2.1 million, equal to the carrying value of $2.1 million. See Note 10. (3) Derivative liabilities: Derivative liabilities are related to certain outstanding warrants which are recorded at fair value. Derivative liabilities totaling $63,000 as of March 31, 2017 and December 31, 2016 were included in other liabilities on the consolidated balance sheets. The assumptions used to calculate fair value as of March 31, 2017 and December 31, 2016 included volatility, a risk-free rate and expected dividends. In addition, we considered non-performance risk and determined that such risk is minimal. Unrealized gains and losses on the derivatives are classified in other expenses as a change in the fair value of financial instruments in the statements of operations. See Note 4. c. Revenue Recognition: We also earn revenues related to our licensing and distribution agreements. The terms of these agreements may include payment to us of non-refundable upfront license fees, funding or reimbursement of research and development efforts, milestone payments if specified objectives are achieved, and/or royalties on product sales. We evaluate all deliverables within an arrangement to determine whether or not they provide value on a stand-alone basis. We recognize a contingent milestone payment as revenue in its entirety upon our achievement of a substantive milestone if the consideration earned from the achievement of the milestone (i) is consistent with performance required to achieve the milestone or the increase in value to the delivered item, (ii) relates solely to past performance and (iii) is reasonable relative to all of the other deliverables and payments within the arrangement. We received a non-refundable upfront cash payment of $2.0 million from SpePharm AG upon execution of the SpePharm License Agreement in March 2015. We determined that the license and other non-contingent deliverables did not have stand-alone value because the license could not be deemed to be fully delivered for its intended purpose unless we performed our other obligations, including specified development work. Accordingly, they did not meet the separation criteria, resulting in these deliverables being considered a single unit of account. As a result, revenue relating to the upfront cash payment was deferred and was being recognized on a straight-line basis over the estimated obligation period of two years. However, the remaining deferred revenue of $417,000 was recognized upon obtaining European approval of a reduced-mass vial in September 2016, several months earlier than originally anticipated. d. Recently Adopted Accounting Standards: Compensation – Stock Compensation (Topic 178): Improvements to Employee Share-Based Payment Accounting · As of December 31, 2016, $15.3 million of our U.S. net operating loss carryforwards related to stock-based compensation tax deductions in excess of book compensation expense (“APIC NOLs”), that will be credited to additional paid-in capital when such deductions reduce taxes payable as determined on a "with-and-without" basis. Accordingly, these APIC NOLs will reduce federal taxes payable if realized in future periods. As of December 31, 2016, we have also recorded a full valuation allowance against these APIC NOLs. This resulted in a zero cumulative effect adjustment to accumulated deficit as a result of the adoption of ASU 2016-09. · Due to the full valuation allowance for the Company’s tax provision, these APIC NOLs have never been recorded in additional paid-in-capital. The Company does not anticipate any impact going forward as any amounts to be recorded in the consolidated statements of operations would be fully offset by the valuation allowance, nor would they result in a related classification in cash flows for operating activities. · The Company will continue to recognize forfeitures through estimates consistent with our past practices as opposed to when they occur. · The Company already classifies cash paid to taxing authorities arising from the withholding of shares from employees in cash flows from financing activities.

Liquidity

Liquidity	3 Months Ended
	Mar. 31, 2017
Liquidity [Abstract]
Liquidity	Prior to the Asset Sale to Cardinal Health 414 in March 2017, all of our material assets were pledged as collateral for our borrowings under the Term Loan Agreement (the “CRG Loan Agreement”) with CRG. In addition to the security interest in our assets, the CRG Loan Agreement carried covenants that imposed significant requirements on us. An event of default would have entitled CRG to accelerate the maturity of our indebtedness, increase the interest rate from 14% to the default rate of 18% per annum, and invoke other remedies available to CRG under the loan agreement and the related security agreement. During the course of 2016, CRG alleged multiple claims of default on the CRG Loan Agreement, and filed suit in the District Court of Harris County, Texas. On June 22, 2016, CRG exercised control over one of the Company’s primary bank accounts and took possession of $4.1 million that was on deposit. On March 3, 2017, the Company entered into a Global Settlement Agreement with MT, CRG, and Cardinal Health 414 to effectuate the terms of the settlement previously entered into by the parties on February 22, 2017. In accordance with the Global Settlement Agreement, on March 3, 2017, the Company repaid $59 million (the “Deposit Amount”) of its alleged indebtedness and other obligations outstanding under the CRG Term Loan. Concurrently with payment of the Deposit Amount, CRG released all liens and security interests granted under the CRG Loan Documents and the CRG Loan Documents were terminated and are of no further force or effect; provided, however, that, notwithstanding the foregoing, the Company and CRG agreed to continue with their proceeding pending in The District Court of Harris County, Texas to fully and finally determine the actual amount owed by the Company to CRG under the CRG Loan Documents (the “Final Payoff Amount”). The Company and CRG further agreed that the Final Payoff Amount would be no less than $47 million (the “Low Payoff Amount”) and no more than $66 million (the “High Payoff Amount”). In addition, concurrently with the payment of the Deposit Amount and closing of the Asset Sale, (i) Cardinal Health 414 posted a $7 million letter of credit in favor of CRG (at the Company’s cost and expense to be deducted from the closing proceeds due to the Company, and subject to Cardinal Health 414’s indemnification rights under the Purchase Agreement) as security for the amount by which the High Payoff Amount exceeds the Deposit Amount in the event the Company is unable to pay all or a portion of such amount, and (ii) CRG posted a $12 million letter of credit in favor of the Company as security for the amount by which the Deposit Amount exceeds the Low Payoff Amount. If, on the one hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents exceeds the Deposit Amount, the Company will pay such excess amount, plus the costs incurred by CRG in obtaining CRG’s letter of credit, to CRG and if, on the other hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents is less than the Deposit Amount, CRG will pay such difference to the Company and reimburse Cardinal Health 414 for the costs incurred by Cardinal Health 414 in obtaining its letter of credit. Any payments owing to CRG arising from a final determination that the Final Payoff Amount is in excess of $59 million shall first be paid by the Company without resort to the letter of credit posted by Cardinal Health 414, and such letter of credit shall only be a secondary resource in the event of failure of the Company to make payment to CRG. The Company will indemnify Cardinal Health 414 for any costs it incurs in payment to CRG under the settlement, and the Company and Cardinal Health 414 further agree that Cardinal Health 414 can pursue all possible remedies, including offset against earnout payments (guaranteed or otherwise) under the Purchase Agreement, warrant exercise, or any other payments owed by Cardinal Health 414, or any of its affiliates, to the Company, or any of its affiliates, if Cardinal Health 414 incurs any cost associated with payment to CRG under the settlement. The $2 million being held in escrow pursuant to court order in the Ohio case and the $3 million being held in escrow pursuant to court order in the Texas case were released to the Company following the closing of the Asset Sale. In addition, our Loan Agreement with Platinum-Montaur Life Sciences LLC, an affiliate of Platinum Management (NY) LLC, Platinum Partners Value Arbitrage Fund L.P., Platinum Partners Liquid Opportunity Master Fund L.P., Platinum Liquid Opportunity Management (NY) LLC, and Montsant Partners LLC (collectively, “Platinum”) (the “Platinum Loan Agreement”) carries standard non-financial covenants typical for commercial loan agreements that impose significant requirements on us. Our ability to comply with these provisions may be affected by changes in our business condition or results of our operations, or other events beyond our control. The breach of any of these covenants would result in a default under the Platinum Loan Agreement, permitting Platinum to accelerate the maturity of the debt. Such actions by Platinum could adversely affect our operations, results of operations and financial condition, including causing us to curtail our product development activities. The Platinum Loan Agreement includes a covenant that results in an event of default on the Platinum Loan Agreement upon default on the CRG Loan Agreement. As discussed above, the Company is maintaining its position that CRG’s alleged claims do not constitute events of default under the CRG Loan Agreement and believes it has defenses against such claims. The Company has obtained a waiver from Platinum confirming that we are not in default under the Platinum Loan Agreement as a result of the alleged default on the CRG Loan Agreement and as such, we are currently in compliance with all covenants under the Platinum Loan Agreement. In connection with the closing of the Asset Sale to Cardinal Health 414, the Company repaid to Platinum Partners Credit Opportunities Master Fund, LP (“PPCO”) an aggregate of approximately $7.7 million in partial satisfaction of the Company’s liabilities, obligations and indebtedness under the Platinum Loan Agreement between the Company and Platinum-Montaur Life Sciences, LLC (“Platinum-Montaur”), which, to the extent of such payment, were transferred by Platinum-Montaur to PPCO. The Company was informed by Platinum Partners Value Arbitrage Fund LP (“PPVA”) that it was the owner of the balance of the Platinum-Montaur loan. Such balance of approximately $1.9 million was due upon closing of the Asset Sale but withheld by the Company and not paid to anyone as it is subject to competing claims of ownership by both Dr. Michael Goldberg, the Company’s President and Chief Executive Officer, and PPVA. Based on our projected cash burn for the next twelve months, we believe that substantial doubt about the Company’s financial position and ability to continue as a going concern has been mitigated due to the Company’s efforts achieved, and planned, in reducing salaries and facilities expenses and our considerable discretion over the extent of development project expenditures that are included in the current budget. Although we could still be required to pay up to an additional $7 million to CRG depending upon the outcome of the Texas litigation, the Company’s management believes that the Company will be able to continue as a going concern for at least twelve months following the issuance of this Quarterly Report on Form 10-Q.

Discontinued Operations

Discontinued Operations	3 Months Ended
	Mar. 31, 2017
Discontinued Operations and Disposal Groups [Abstract]
Discontinued Operations	On March 3, 2017, the Company completed the sale to Cardinal Health 414 of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer, including the Company’s radioactive diagnostic agent marketed under the Lymphoseek® trademark for current approved indications by the FDA and similar indications approved by the FDA in the future, in Canada, Mexico and the United States. In exchange for the Acquired Assets, Cardinal Health 414 (i) made a cash payment to the Company at closing of approximately $80.6 million after adjustments based on inventory being transferred and an advance of $3 million of guaranteed earnout payments as part of the CRG settlement, (ii) assumed certain liabilities of the Company associated with the Product as specified in the Purchase Agreement, and (iii) agreed to make periodic earnout payments (to consist of contingent payments and milestone payments which, if paid, will be treated as additional purchase price) to the Company based on net sales derived from the purchased Product subject, in each case, to Cardinal Health 414’s right to off-set. In no event will the sum of all earnout payments, as further described in the Purchase Agreement, exceed $230 million over a period of ten years, of which $20.1 million are guaranteed payments of $6.7 million per year for each of the three years immediately after closing of the Asset Sale. At the closing of the Asset Sale, $3 million of such earnout payments were advanced by Cardinal Health 414 to the Company, and paid to CRG as part of the Deposit Amount paid to CRG. This advance is to be applied to the third year of guaranteed payments. We recorded a net gain on the sale of the Business of $88.7 million for the three months ended March 31, 2017, including $16.5 in guaranteed consideration, which was discounted to the present value of future cash flows. The proceeds were offset by $3.3 million in estimated fair value of warrants issued to Cardinal Health 414, $2.0 million in legal and other fees related to the sale, $800,000 in net balance sheet dispositions and write-offs, and $4.6 million in estimated taxes. As a result of the Asset Sale, we reclassified certain assets and liabilities as assets and liabilities associated with discontinued operations. The following assets and liabilities have been segregated and included in assets associated with discontinued operations or liabilities associated with discontinued operations, as appropriate, in the consolidated balance sheets: March 31, 2017 December 31, 2016 Accounts and other receivables $ — $ 1,598,994 Inventory, net — 1,374,618 Prepaid expenses — 170,635 Assets associated with discontinued operations, current — 3,144,247 Property and equipment, net of accumulated depreciation — 70,973 Patents and trademarks, net of accumulated amortization — 34,282 Assets associated with discontinued operations, noncurrent — 105,255 Total assets associated with discontinued operations $ — $ 3,249,502 Accounts payable $ 152,108 $ 1,957,938 Accrued liabilities 3,402,212 607,659 Deferred revenue — 2,300,000 Liabilities associated with discontinued operations, current $ 3,554,320 $ 4,865,597 In addition, we reclassified certain revenues and expenses related to the Business to discontinued operations for all periods presented, including interest expense related to the CRG and Platinum debt obligations as required by current accounting guidance. The following amounts have been segregated from continuing operations and included in discontinued operations in the consolidated statements of operations: Three Months Ended March 31, 2017 2016 Revenue: Lymphoseek sales revenue $ 2,917,213 $ 3,773,880 Grant and other revenue — 190 Total revenue 2,917,213 3,774,070 Cost of goods sold 364,192 533,440 Gross profit 2,553,021 3,240,630 Operating expenses: Research and development 283,533 587,249 Selling, general and administrative 820,203 1,463,534 Total operating expenses 1,103,736 2,050,783 Income from discontinued operations 1,449,285 1,189,847 Interest expense (1,718,506 ) (2,194,280 ) Loss before income taxes (269,221 ) (1,004,433 ) Benefit from income taxes 13,360 — Loss from discontinued operations $ (255,861 ) $ (1,004,433 )

Fair Value

Fair Value	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value	The Company has been informed by PPVA that it is the owner of the balance of the Platinum-Montaur loan. Such balance of approximately $1.9 million was due upon closing of the Asset Sale but withheld by the Company and not paid to anyone as it is subject to competing claims of ownership by both Dr. Michael Goldberg, the Company’s President and Chief Executive Officer, and PPVA. Platinum or Dr. Goldberg has the right to convert all or any portion of the unpaid principal or unpaid interest accrued on all draws under the Platinum credit facility, under certain circumstances. The Platinum debt instrument, including the embedded option to convert such debt into common stock, is recorded at fair value on the consolidated balance sheets and deemed to be a derivative instrument as the amount of shares to be issued upon conversion is indeterminable. The estimated fair value of the Platinum notes payable is $1.9 million and $9.6 million at March 31, 2017 and December 31, 2016, respectively. MT issued warrants to purchase MT Common Stock with certain characteristics including a net settlement provision that require the warrants to be accounted for as a derivative liability at fair value on the consolidated balance sheets. The estimated fair value of the MT warrants is $63,000 at both March 31, 2017 and December 31, 2016, and will continue to be measured on a recurring basis. See Note 1(b)(3). The following tables set forth, by level, financial liabilities measured at fair value on a recurring basis: Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2017 Description Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Platinum notes payable $ — $ — $ 1,926,218 $ 1,926,218 Liability related to MT warrants — — 63,000 63,000 Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2016 Description Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Platinum notes payable $ — $ — $ 9,641,179 $ 9,641,179 Liability related to MT warrants — — 63,000 63,000 a. Valuation Processes-Level 3 Measurements: The assumptions used in the Monte Carlo simulation as of March 31, 2017 and December 31, 2016 are summarized in the following table: March 31, 2017 December 31, 2016 Estimated volatility 110 % 76 % Expected term (in years) 0.43 4.75 Debt rate 8.125 % 8.125 % Beginning stock price $ 0.58 $ 0.64 b. Sensitivity Analysis-Level 3 Measurements: There were no Level 1 or Level 2 liabilities outstanding at any time during the three-month periods ended March 31, 2017 and 2016. There were no transfers in or out of our Level 1 or Level 2 liabilities during the three-month periods ended March 31, 2017 or 2016. Changes in the estimated fair value of our Level 3 liabilities relating to unrealized gains (losses) are recorded as changes in fair value of financial instruments in the consolidated statements of operations. The change in the estimated fair value of our Level 3 liabilities during the three-month periods ended March 31, 2017 and 2016 was decreases of $140,000 and $1.1 million, respectively.

Stock-Based Compensation

Stock-Based Compensation	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Stock-Based Compensation	For the three-month periods ended March 31, 2017 and 2016, our total stock-based compensation expense, which includes reversals of expense for certain forfeited or cancelled awards, was approximately $147,000 and $341,000, respectively. We have not recorded any income tax benefit related to stock-based compensation in either of the three-month periods ended March 31, 2017 and 2016. In September 2016, the Board of Directors approved the 2016 Stock Incentive Plan (the “2016 Plan”), authorizing a total of 10 million shares. The 2016 Plan has not yet been approved by Navidea’s stockholders. In connection with Dr. Goldberg’s appointment as Chief Executive Officer of the Company in September 2016, the Board of Directors awarded options to purchase 5,000,000 shares of our common stock to Dr. Goldberg, subject to stockholder approval of the 2016 Plan. If approved, these stock options will vest 100% when the average closing price of the Company’s common stock over a period of five consecutive trading days equals or exceeds $2.50 per share, and expire on the tenth anniversary of the date of grant. A summary of the status of our stock options as of March 31, 2017, and changes during the three-month period then ended, is presented below: Three Months Ended March 31, 2017 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at beginning of period 3,380,615 $ 2.00 Granted — — Exercised — — Canceled and Forfeited (108,150 ) 1.48 Expired — — Outstanding at end of period 3,272,465 $ 2.01 6.2 years $ 10,922 Exercisable at end of period 3,002,405 $ 2.04 6.1 years $ 10,922 A summary of the status of our unvested restricted stock as of March 31, 2017, and changes during the three-month period then ended, is presented below: Three Months Ended March 31, 2017 Number of Shares Weighted Average Grant-Date Fair Value Unvested at beginning of period 207,000 $ 1.17 Granted — — Vested — — Forfeited — — Unvested at end of period 207,000 $ 1.17 As of March 31, 2017, there was approximately $101,000 of total unrecognized compensation expense related to unvested stock-based awards, which we expect to recognize over the remaining weighted average vesting term of 1.4 years.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Earnings (Loss) Per Share	Basic earnings (loss) per share is calculated by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares and, except for periods with a loss from operations, participating securities outstanding during the period. Diluted earnings (loss) per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company include convertible debt, convertible preferred stock, options and warrants. The following table sets forth the reconciliation of the weighted average number of common shares outstanding used to compute basic and diluted earnings (loss) per share for the three-month periods ended March 31, 2017 and 2016: Three Months Ended March 31, 2017 2016 Weighted average shares outstanding, basic 160,376,476 155,308,094 Dilutive shares related to warrants 4,288,479 — Unvested restricted stock 207,000 — Weighted average shares outstanding, diluted 164,871,955 155,308,094 Diluted earnings (loss) per common share for the three-month periods ended March 31, 2017 and 2016 excludes the effects of 15.9 million and 15.1 million common share equivalents, respectively, since such inclusion would be anti-dilutive. The excluded shares consist of common shares issuable upon exercise of outstanding stock options and warrants, and upon the conversion of convertible debt and convertible preferred stock. The Company’s unvested stock awards contain nonforfeitable rights to dividends or dividend equivalents, whether paid or unpaid (referred to as “participating securities”). Therefore, the unvested stock awards are required to be included in the number of shares outstanding for both basic and diluted earnings per share calculations. However, due to our loss from continuing operations, 207,000 and 134,000 shares of unvested restricted stock for the three-month periods ended March 31, 2017 and 2016, respectively, were excluded in determining basic and diluted loss per share from continuing operations because such inclusion would be anti-dilutive.

Inventory

Inventory	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Inventory	All components of inventory are valued at the lower of cost (first-in, first-out) or net realizable value. We adjust inventory to net realizable value if the net realizable value is lower than the carrying cost of the inventory. Net realizable value is determined based on estimated sales activity and margins. We estimate a reserve for obsolete inventory based on management’s judgment of probable future commercial use, which is based on an analysis of current inventory levels, estimated future sales and production rates, and estimated shelf lives. The components of inventory as of March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, 2016 (unaudited) Materials $ — $ 94,500 Work-in-process — 1,708 Finished goods 748 — Reserves — — Total $ 748 $ 96,208

Investment in Macrophage Therap

Investment in Macrophage Therapeutics, Inc.	3 Months Ended
	Mar. 31, 2017
Investments in and Advances to Affiliates, Schedule of Investments [Abstract]
Investment in Macrophage Therapeutics, Inc.	In March 2015, Platinum and Dr. Goldberg (collectively, the “MT Investors”) invested $300,000 and $200,000, respectively, in MT in exchange for shares of MT’s Series A Convertible Preferred Stock (“MT Preferred Stock”) and warrants to purchase common shares of MT (“MT Common Stock”). The MT Preferred Stock and warrants are convertible into, and exercisable for, MT Common Stock. In December 2015 and May 2016, Platinum made additional investments in MT totaling $200,000. MT was not obligated to provide anything in return, although it was considered likely that the MT Board of Directors would ultimately authorize some form of compensation to Platinum. During the year ended December 31, 2016, the Company recorded the entire additional $200,000 investment as a current liability pending determination of the form of compensation. In 2016, MT’s Board of Directors authorized modification of the original MT Preferred Stock to a convertible preferred stock with a 10% paid-in-kind (“PIK”) coupon retroactive to the time the initial investments were made. The conversion price of the MT Preferred Stock will remain at the $500 million initial market cap but a full ratchet was added to enable the adjustment of conversion price, warrant number and exercise price based on the valuation of the first institutional investment round. In addition, the MT Board of Directors authorized issuance of additional MT Preferred Stock with the same terms to Platinum as compensation for the additional $200,000 of investments made in December 2015 and May 2016. Based on the decision to issue equity for the additional $200,000 of investments made by Platinum, the liability was reclassified to additional paid-in-capital in January 2017. As of the date of filing of this Form 10-Q, final documents related to the above transactions authorized by the MT Board have not been completed.

Accounts Payable, Accrued Liabi

Accounts Payable, Accrued Liabilities and Other	3 Months Ended
	Mar. 31, 2017
Accounts Payable and Accrued Liabilities [Abstract]
Accounts Payable, Accrued Liabilities and Other	Accounts payable at March 31, 2017 and December 31, 2016 includes an aggregate of $81,000 and $116,000, respectively, due to related parties related to director fees and MT scientific advisory board fees. At March 31, 2017, approximately $990,000 of accounts payable is being disputed by the Company related to unauthorized expenditures by a former executive and related legal fees incurred during the year ended December 31, 2016. Accrued liabilities and other at March 31, 2017 and December 31, 2016 includes an aggregate of $362,000 and $106,000, respectively, due to related parties related to executive bonuses, director fees, deferred salary owed to Dr. Goldberg, and MT scientific advisory board fees.

Notes Payable

Notes Payable	3 Months Ended
	Mar. 31, 2017
Debt Disclosure [Abstract]
Notes Payable	Platinum In July 2012, we entered into an agreement with Platinum-Montaur to provide us with a credit facility of up to $50 million. In connection with the closing of the Asset Sale to Cardinal Health 414, the Company repaid to PPCO an aggregate of approximately $7.7 million in partial satisfaction of the Company’s liabilities, obligations and indebtedness under the Platinum Loan Agreement, which, to the extent of such payment, were transferred by Platinum-Montaur to PPCO. The Company was informed by PPVA that it was the owner of the balance of the Platinum Note. Such balance of approximately $1.9 million was due upon closing of the Asset Sale but withheld by the Company and not paid to anyone as it is subject to competing claims of ownership by both Dr. Michael Goldberg, the Company’s President and Chief Executive Officer, and PPVA. During the three-month periods ended March 31, 2017 and 2016, $143,000 and $306,000 of interest was compounded and added to the balance of the Platinum Note, respectively. As of March 31, 2017, the remaining outstanding principal balance of the Platinum Note was approximately $1.9 million. The Platinum Note is reflected on the consolidated balance sheets at its estimated fair value, which includes the estimated fair value of the embedded conversion option of $13,000 and $153,000 at March 31, 2017 and December 31, 2016, respectively. Changes in the estimated fair value of the Platinum Note were decreases of $140,000 and $1.1 million, respectively, and were recorded as non-cash changes in fair value of the conversion option during the three-month periods ended March 31, 2017 and 2016. The estimated fair value of the Platinum Note was $1.9 million and $9.6 million as of March 31, 2017 and December 31, 2016, respectively. Capital Royalty Partners II, L.P. In May 2015, Navidea and its subsidiary Macrophage Therapeutics, Inc., as guarantor, executed a Term Loan Agreement (the CRG Loan Agreement) with Capital Royalty Partners II L.P. (CRG) in its capacity as a lender and as control agent for other affiliated lenders party to the CRG Loan Agreement (collectively, the Lenders) in which the Lenders agreed to make a term loan to the Company in the aggregate principal amount of $50 million (the CRG Term Loan), with an additional $10 million in loans to be made available upon the satisfaction of certain conditions stated in the CRG Loan Agreement. During the three-month period ended March 31, 2016, $519,000 of interest was compounded and added to the balance of the CRG Term Loan. Pursuant to a notice of default letter sent to Navidea by CRG in April 2016, the Company stopped compounding interest in the second quarter of 2016 and began recording accrued interest. As of December 31, 2016, $5.8 million of accrued interest related to the CRG Term Loan is included in accrued liabilities and other on the consolidated balance sheets. As of December 31, 2016, the outstanding principal balance of the CRG Term Loan was $51.7 million. During the course of 2016, CRG alleged multiple claims of default on the CRG Loan Agreement, and filed suit in the District Court of Harris County, Texas. On June 22, 2016, CRG exercised control over one of the Company’s primary bank accounts and took possession of $4.1 million that was on deposit. On March 3, 2017, the Company entered into a Global Settlement Agreement with MT, CRG, and Cardinal Health 414 to effectuate the terms of the settlement previously entered into by the parties on February 22, 2017. In accordance with the Global Settlement Agreement, on March 3, 2017, the Company repaid $59 million of its alleged indebtedness and other obligations outstanding under the CRG Term Loan. Concurrently with payment of the Deposit Amount, CRG released all liens and security interests granted under the CRG Loan Documents and the CRG Loan Documents were terminated and are of no further force or effect; provided, however, that, notwithstanding the foregoing, the Company and CRG agreed to continue with their proceeding pending in The District Court of Harris County, Texas to fully and finally determine the actual amount owed by the Company to CRG under the CRG Loan Documents. The Company and CRG further agreed that the Final Payoff Amount would be no less than $47 million and no more than $66 million. In addition, concurrently with the payment of the Deposit Amount and closing of the Asset Sale, (i) Cardinal Health 414 posted a $7 million letter of credit in favor of CRG as security for the amount by which the High Payoff Amount exceeds the Deposit Amount in the event the Company is unable to pay all or a portion of such amount, and (ii) CRG posted a $12 million letter of credit in favor of the Company as security for the amount by which the Deposit Amount exceeds the Low Payoff Amount. If, on the one hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents exceeds the Deposit Amount, the Company will pay such excess amount, plus the costs incurred by CRG in obtaining CRG’s letter of credit, to CRG and if, on the other hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents is less than the Deposit Amount, CRG will pay such difference to the Company and reimburse Cardinal Health 414 for the costs incurred by Cardinal Health 414 in obtaining its letter of credit. Any payments owing to CRG arising from a final determination that the Final Payoff Amount is in excess of $59 million shall first be paid by the Company without resort to the letter of credit posted by Cardinal Health 414, and such letter of credit shall only be a secondary resource in the event of failure of the Company to make payment to CRG. The Company will indemnify Cardinal Health 414 for any costs it incurs in payment to CRG under the settlement, and the Company and Cardinal Health 414 further agree that Cardinal Health 414 can pursue all possible remedies, including offset against earnout payments (guaranteed or otherwise) under the Purchase Agreement, warrant exercise, or any other payments owed by Cardinal Health 414, or any of its affiliates, to the Company, or any of its affiliates, if Cardinal Health 414 incurs any cost associated with payment to CRG under the settlement. The $2 million being held in escrow pursuant to court order in the Ohio case and the $3 million being held in escrow pursuant to court order in the Texas case were released to the Company following the closing of the Asset Sale. IPFS Corporation In December 2016, we prepaid $348,000 of insurance premiums through the issuance of a note payable to IPFS Corporation (“IPFS”) with an interest rate of 8.99%. The note is payable in eight monthly installments of $45,000, with the final payment due on July 10, 2017. As of March 31, 2017 and December 31, 2016, the remaining outstanding principal balance of the IPFS note payable is approximately $177,000 and $306,000, respectively, and is included in notes payable, current in the consolidated balance sheets. Summary During the three-month periods ended March 31, 2017 and 2016, we recorded interest expense of $1.7 million and $2.2 million, respectively, related to our notes payable. Of these amounts, $0 and $73,000, respectively, related to amortization of the debt discounts related to our notes payable. An additional $143,000 and $825,000 of total interest expense was compounded and added to the balance of our notes payable during the three-month periods ended March 31, 2017 and 2016, respectively.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	We are subject to legal proceedings and claims that arise in the ordinary course of business. Sinotau Litigation – NAV4694 On August 31, 2015, Hainan Sinotau Pharmaceutical Co., Ltd. (“Sinotau”) filed a suit for damages, specific performance, and injunctive relief against the Company in the United States District Court for the District of Massachusetts alleging breach of a letter of intent for licensing to Sinotau of the Company’s NAV4694 product candidate and technology. The Company believed the suit was without merit and filed a motion to dismiss the action. In September 2016, the Court denied the motion to dismiss. The Company filed its answer to the complaint and the case is currently in the discovery phase. At this time it is not possible to determine with any degree of certainty the ultimate outcome of this legal proceeding, including making a determination of liability. The Company intends to vigorously defend the case. CRG Litigation During the course of 2016, CRG alleged multiple claims of default on the CRG Loan Agreement, and filed suit in the District Court of Harris County, Texas. On June 22, 2016, CRG exercised control over one of the Company’s primary bank accounts and took possession of $4.1 million that was on deposit, applying $3.9 million of the cash to various fees, including collection fees, a prepayment premium and an end-of-term fee. The remaining $189,000 was applied to the principal balance of the debt. Multiple motions, actions and hearings followed over the remainder of 2016 and into 2017. On March 3, 2017, the Company entered into a Global Settlement Agreement with MT, CRG, and Cardinal Health 414 to effectuate the terms of a settlement previously entered into by the parties on February 22, 2017. In accordance with the Global Settlement Agreement, on March 3, 2017, the Company repaid the $59 million Deposit Amount of its alleged indebtedness and other obligations outstanding under the CRG Term Loan. Concurrently with payment of the Deposit Amount, CRG released all liens and security interests granted under the CRG Loan Documents and the CRG Loan Documents were terminated and are of no further force or effect; provided, however, that, notwithstanding the foregoing, the Company and CRG agreed to continue with their proceeding pending in The District Court of Harris County, Texas to fully and finally determine the Final Payoff Amount. The Company and CRG further agreed that the Final Payoff Amount would be no less than $47 million and no more than $66 million. In addition, concurrently with the payment of the Deposit Amount and closing of the Asset Sale, (i) Cardinal Health 414 posted a $7 million letter of credit in favor of CRG (at the Company’s cost and expense to be deducted from the closing proceeds due to the Company, and subject to Cardinal Health 414’s indemnification rights under the Purchase Agreement) as security for the amount by which the High Payoff Amount exceeds the Deposit Amount in the event the Company is unable to pay all or a portion of such amount, and (ii) CRG posted a $12 million letter of credit in favor of the Company as security for the amount by which the Deposit Amount exceeds the Low Payoff Amount. If, on the one hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents exceeds the Deposit Amount, the Company will pay such excess amount, plus the costs incurred by CRG in obtaining CRG’s letter of credit, to CRG and if, on the other hand, it is finally determined by the Texas Court that the amount the Company owes to CRG under the Loan Documents is less than the Deposit Amount, CRG will pay such difference to the Company and reimburse Cardinal Health 414 for the costs incurred by Cardinal Health 414 in obtaining its letter of credit. Any payments owing to CRG arising from a final determination that the Final Payoff Amount is in excess of $59 million shall first be paid by the Company without resort to the letter of credit posted by Cardinal Health 414, and such letter of credit shall only be a secondary resource in the event of failure of the Company to make payment to CRG. The Company will indemnify Cardinal Health 414 for any costs it incurs in payment to CRG under the settlement, and the Company and Cardinal Health 414 further agree that Cardinal Health 414 can pursue all possible remedies, including offset against earnout payments (guaranteed or otherwise) under the Purchase Agreement, warrant exercise, or any other payments owed by Cardinal Health 414, or any of its affiliates, to the Company, or any of its affiliates, if Cardinal Health 414 incurs any cost associated with payment to CRG under the settlement. The $2 million being held in escrow pursuant to court order in the Ohio case and the $3 million being held in escrow pursuant to court order in the Texas case were released to the Company at closing of the Asset Sale. The Texas hearing is currently set for July 3, 2017. See Notes 2 and 10. Former CEO Arbitration On May 12, 2016 the Company received a demand for arbitration through the American Arbitration Association, Columbus, Ohio, from Ricardo J. Gonzalez, the Company’s then Chief Executive Officer, claiming that he was terminated without cause and, alternatively, that he resigned in accordance with Section 4G of his Employment Agreement pursuant to a notice received by the Company on May 9, 2016. On May 13, 2016, the Company notified Mr. Gonzalez that his failure to undertake responsibilities assigned to him by the Board of Directors and otherwise work after being ordered to do so on multiple occasions constituted an effective resignation, and the Company accepted that resignation. The Company rejected the resignation of Mr. Gonzalez pursuant to Section 4G of his Employment Agreement. Also, the Company notified Mr. Gonzalez that, alternatively, his failure to return to work after the expiration of the cure period provided in his Employment Agreement constituted cause for his termination under his Employment Agreement. Mr. Gonzalez is seeking severance and other amounts claimed to be owed to him under his Employment Agreement. In addition, the Company filed counterclaims against Mr. Gonzalez alleging malfeasance by Mr. Gonzalez in his role as Chief Executive Officer. Mr. Gonzalez has withdrawn his claim for additional severance pursuant to Section 4G of his Employment Agreement, and the Company has withdrawn its counterclaims. An arbitration hearing took place April 3-4, 2017 in Columbus, Ohio, and we are currently awaiting a decision. FTI Consulting, Inc. Litigation On October 11, 2016, FTI Consulting, Inc. (“FTI”) commenced an action against the Company in the Supreme Court of the State of New York, County of New York, seeking damages in excess of $782,600 comprised of: (i) $730,264 for investigative and consulting services FTI alleges to have provided to the Company pursuant to an Engagement Agreement, and (ii) in excess of $52,337 for purported interest due on unpaid invoices, plus attorneys’ fees, costs and expenses. On November 14, 2016, the Company filed an Answer and Counterclaim denying the allegations of the Complaint and seeking damages on its Counterclaim, in an amount to be determined at trial, for intentional overbilling by FTI. On February 7, 2017, a preliminary conference was held by the Court at which time a scheduling order governing discovery was issued. The Court set August 31, 2017 as the deadline for FTI to file a Note of Issue and Certificate of Readiness for trial. The Company intends to vigorously defend the action. Sinotau Litigation – Tc 99m Tilmanocept On February 1, 2017, Navidea filed suit against Sinotau in the U.S. District Court for the Southern District of Ohio. The Company's complaint included claims seeking a declaration of the rights and obligations of the parties to an agreement regarding rights for the Tc 99m tilmanocept product in China and other claims. The complaint sought a temporary restraining order ("TRO") and preliminary injunction to prevent Sinotau from interfering with the Company’s Asset Sale to Cardinal Health 414. On February 3, 2017, the Court granted the TRO and extended it until March 6, 2017. The Asset Sale closed on March 3, 2017. On March 6, the Court dissolved the TRO as moot. The Ohio case remains open because all issues raised in the complaint have not been resolved. Sinotau also filed a suit against the Company and Cardinal Health 414 in the U.S. District Court for the District of Delaware on February 2, 2017. On February 18, 2017, the Company and Cardinal Health 414 moved to stay the case pending the outcome of the Ohio case. The Court granted the motion on March 1, 2017, and the stay remains in effect. In accordance with ASC Topic 450, Contingencies

Equity Instruments

Equity Instruments	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Equity Instruments	During the three-month periods ended March 31, 2017 and 2016, we issued 16,406 and 16,918 shares of our common stock valued at $10,500 and $20,640 to certain members of our Board of Directors as payment in lieu of cash for their retainer fees. Also during the three-month period ended March 31, 2017, we issued 707,353 shares of our common stock valued at $367,812 to our employees as partial payment in lieu of cash for their 2015 and 2016 bonuses.

Stock Warrants

Stock Warrants	3 Months Ended
	Mar. 31, 2017
Warrants and Rights Note Disclosure [Abstract]
Stock Warrants	In January 2017, Dr. Michael Goldberg, the Company’s President and CEO, exercised 5,411,850 of his Series LL warrants in exchange for 5,411,850 shares of our common stock, resulting in proceeds to the Company of $54,119. In March 2017, in connection with the Asset Sale, the Company granted to each of Cardinal Health 414 and the University of California, San Diego (“UCSD”), a five-year warrant to purchase up to 10 million shares and 1 million shares, respectively, of the Company’s common stock at an exercise price of $1.50 per share, each of which warrant is subject to anti-dilution and other customary terms and conditions (the “Series NN warrants”). The fair value of the Series NN warrants was calculated using the Black-Scholes model using our five-year historical weekly volatility of 77% and a risk-free rate equal to the five-year treasury constant maturity rate of 2%. The Series NN warrants granted to Cardinal Health 414 had an estimated fair value of $3.3 million, which was recorded as a reduction of the gain on sale in the consolidated statement of operations for the three-month period ended March 31, 2017. The Series NN warrants granted to UCSD had an estimated fair value of $334,000, which was recorded as an intangible asset related to the UCSD license in the consolidated balance sheet during the three-month period ended March 31, 2017. At March 31, 2017, there are 16.9 million warrants outstanding to purchase Navidea's common stock. The warrants are exercisable at prices ranging from $0.01 to $3.04 per share with a weighted average exercise price of $1.19 per share. The warrants have remaining outstanding terms ranging from 1 to 18 years. In addition, at March 31, 2017, there are 300 warrants outstanding to purchase MT Common Stock. The warrants are exercisable at $2,000 per share.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2017
Income Tax Disclosure [Abstract]
Income Taxes	Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Due to the uncertainty surrounding the realization of the deferred tax assets in future tax returns, all of the deferred tax assets have been fully offset by a valuation allowance at March 31, 2017 and December 31, 2016. Current accounting standards include guidance on the accounting for uncertainty in income taxes recognized in the financial statements. Such standards also prescribe a recognition threshold and measurement model for the financial statement recognition of a tax position taken, or expected to be taken, and provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company believes that the ultimate deductibility of all tax positions is highly certain, although there is uncertainty about the timing of such deductibility. As a result, no liability for uncertain tax positions was recorded as of March 31, 2017 or December 31, 2016 and we do not expect any significant changes in the next twelve months. Should we need to accrue interest or penalties on uncertain tax positions, we would recognize the interest as interest expense and the penalties as a selling, general and administrative expense. As of March 31, 2017, tax years 2013-2016 remained subject to examination by federal and state tax authorities. Benefit from income taxes was $1.5 million for the three-month period ended March 31, 2017, representing an effective tax rate of 33.7%, as compared to $0 for the three-month period ended March 31, 2016, representing an effective tax rate of 0%. The increase in the effective rate for the period ended March 31, 2017 compared with the same period in 2016 is primarily due to the gain on sale of our Lymphoseek product. As of March 31, 2017, we had approximately $123.0 million of federal and $15.8 million of state net operating loss carryforwards.

Segments

Segments	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Segments	We report information about our operating segments using the “management approach” in accordance with current accounting standards. This information is based on the way management organizes and reports the segments within the enterprise for making operating decisions and assessing performance. Our reportable segments are identified based on differences in products, services and markets served. There were no inter-segment sales. We manage our business based on two primary types of drug products: (i) diagnostic substances, including Tc 99m tilmanocept and other diagnostic applications of our Manocept platform, our R-NAV joint venture (terminated on May 31, 2016), NAV4694 and NAV5001 (license terminated in April 2015), and (ii) therapeutic development programs, including therapeutic applications of our Manocept platform and all development programs undertaken by Macrophage Therapeutics, Inc. The information in the following tables is derived directly from each reportable segment’s financial reporting. Three Months Ended March 31, 2017 Diagnostics Therapeutics Corporate Total Tc 99m tilmanocept sales revenue: United States $ — $ — $ — $ — International — — — — Tc 99m tilmanocept license revenue — — — — Grant and other revenue 571,362 8,668 — 580,030 Total revenue 571,362 8,668 — 580,030 Cost of goods sold, excluding depreciation and amortization — — — — Research and development expenses, excluding depreciation and amortization 413,202 292,072 — 705,274 Selling, general and administrative expenses, excluding depreciation and amortization (1) — 2,521 2,943,123 2,945,644 Depreciation and amortization (2) — — 76,790 76,790 Income (loss) from operations (3) 158,160 (285,925 ) (3,019,913 ) (3,147,678 ) Other expense — — (1,171,109 ) (1,171,109 ) Income tax (expense) benefit (53,254 ) 96,273 1,411,153 1,454,172 Net income (loss) from continuing operations 104,906 (189,652 ) (2,779,869 ) (2,864,615 ) Loss from discontinued operations, net of tax (255,861 ) — — (255,861 ) Gain on sale of discontinued operations, net of tax 88,701,501 — — 88,701,501 Net income (loss) 88,550,546 (189,652 ) (2,779,869 ) 85,581,025 Total assets, net of depreciation and amortization: United States 9,692,007 897 23,116,511 32,809,415 International 115,279 — 893 116,172 Capital expenditures — — — — Three Months Ended March 31, 2016 Diagnostics Therapeutics Corporate Total Tc 99m tilmanocept sales revenue: United States $ — $ — $ — $ — International 8,800 — — 8,800 Tc 99m tilmanocept license revenue 254,050 — — 254,050 Grant and other revenue 685,635 — — 685,635 Total revenue 948,485 — — 948,485 Cost of goods sold, excluding depreciation and amortization 1,489 — — 1,489 Research and development expenses, excluding depreciation and amortization 1,830,471 241,800 — 2,072,271 Selling, general and administrative expenses, excluding depreciation and amortization (1) — (598 ) 2,558,758 2,558,160 Depreciation and amortization (2) — — 74,966 74,966 Loss from operations (3) (883,475 ) (241,202 ) (2,633,724 ) (3,758,401 ) Other income (expense), excluding equity in loss of R-NAV, LLC (4) — — 1,088,824 1,088,824 Equity in loss of R-NAV, LLC — — (12,239 ) (12,239 ) Net income (loss) from continuing operations (883,475 ) (241,202 ) (1,557,139 ) (2,681,816 ) Loss from discontinued operations, net of tax (1,004,433 ) — — (1,004,433 ) Net loss (1,887,908 ) (241,202 ) (1,557,139 ) (3,686,249 ) Total assets, net of depreciation and amortization: United States 4,273,762 16,515 7,610,817 11,901,094 International 380,982 — 1,605 382,587 Capital expenditures — — 1,847 1,847 (1) General and administrative expenses, excluding depreciation and amortization, represent costs that relate to the general administration of the Company and as such are not currently allocated to our individual reportable segments. (2) Depreciation and amortization is reflected in selling, general and administrative expenses ($76,790 and $74,966 for the three-month periods ended March 31, 2017 and 2016). (3) Loss from operations does not reflect the allocation of certain selling, general and administrative expenses, excluding depreciation and amortization, to our individual reportable segments. (4) Amounts consist primarily of changes in fair value of financial instruments and losses on debt extinguishment, which are not currently allocated to our individual reportable segments.

Supplemental Disclosure for Sta

Supplemental Disclosure for Statements of Cash Flows	3 Months Ended
	Mar. 31, 2017
Supplemental Cash Flow Elements [Abstract]
Supplemental Disclosure for Statements of Cash Flows	During the three-month periods ended March 31, 2017 and 2016, we paid interest aggregating $7.3 million $1.3 million, respectively. During the three-month period ended March 31, 2017, we issued 1 million Series NN warrants to UCSD with an estimated fair value of $334,000. As discussed in Note 8, the liability for the additional $200,000 of investments made by Platinum was reclassified to additional paid-in-capital in January 2017.

Subsequent Event

Subsequent Event	3 Months Ended
	Mar. 31, 2017
Subsequent Events [Abstract]
Subsequent Events	The Company has evaluated events and transactions subsequent to March 31, 2017 and through the date these consolidated financial statements were included in this Form 10-Q and filed with the SEC. On May 4, 2017, the Company executed a 12-month employment agreement with Jed A. Latkin effective May 4, 2017 through May 3, 2018. The employment agreement provides for an annual base salary of $325,000. In connection with his employment agreement, Mr. Latkin was granted options to purchase 1,000,000 shares of our common stock with vesting terms as follows: (i) 333,334 options with a strike price of $0.65 will vest on or after May 4, 2017, so long as the closing market price of the underlying common stock equals or exceeds $0.65; (ii) 333,333 options with a strike price of $0.75 will vest on or after December 31, 2017, so long as the closing market price of the underlying common stock equals or exceeds $1.00, and (iii) 333,333 options with a strike price of $1.00 will vest on or after December 31, 2018, so long as the closing market price of the underlying common stock equals or exceeds $1.25.

Summary of Significant Accoun24

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation	a. Basis of Presentation: Our consolidated financial statements include the accounts of Navidea and our wholly owned subsidiaries, Navidea Biopharmaceuticals Limited and Cardiosonix Ltd, as well as those of our majority-owned subsidiary, Macrophage Therapeutics, Inc. (“MT”). All significant inter-company accounts were eliminated in consolidation. Prior to termination of Navidea’s joint venture with R-NAV, LLC (“R-NAV”), Navidea's investment in R-NAV was being accounted for using the equity method of accounting and was therefore not consolidated. On March 3, 2017, pursuant to an Asset Purchase Agreement dated November 23, 2016, (the “Purchase Agreement”), the Company completed its previously announced sale to Cardinal Health 414, LLC (“Cardinal Health 414”) of its assets used, held for use, or intended to be used in operating its business of developing, manufacturing and commercializing a product used for lymphatic mapping, lymph node biopsy, and the diagnosis of metastatic spread to lymph nodes for staging of cancer (the “Business”), including the Company’s radioactive diagnostic agent marketed under the Lymphoseek® trademark for current approved indications by the U.S. Food and Drug Administration (“FDA”) and similar indications approved by the FDA in the future (the “Product”), in Canada, Mexico and the United States (the “Territory”) (giving effect to the License-Back described below and excluding certain assets specifically retained by the Company) (the “Asset Sale”). Such assets sold in the Asset Sale consist primarily of, without limitation, (i) intellectual property used in or reasonably necessary for the conduct of the Business, (ii) inventory of, and customer, distribution, and product manufacturing agreements related to, the Business, (iii) all product registrations related to the Product, including the new drug application approved by the FDA for the Product and all regulatory submissions in the United States that have been made with respect to the Product and all Health Canada regulatory submissions and, in each case, all files and records related thereto, (iv) all related clinical trials and clinical trial authorizations and all files and records related thereto, and (v) all right, title and interest in and to the Product, as specified in the Purchase Agreement (the “Acquired Assets”). Upon closing of the Asset Sale, the Supply and Distribution Agreement, dated November 15, 2007 (as amended, the “Supply and Distribution Agreement”), between Cardinal Health 414 and the Company was terminated and, as a result, the provisions thereof are of no further force or effect (other than any indemnification, payment, notification or data sharing obligations which survive the termination). Our consolidated balance sheets and statements of operations have been reclassified, as required, for all periods presented to reflect the Business as a discontinued operation. Cash flows associated with the operation of the Business have been combined with operating, investing and financing cash flows, as appropriate, in our consolidated statements of cash flows. See Note 3.
Financial Instruments and Fair Value	b. Financial Instruments and Fair Value: Level 1 Level 2 Level 3 A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. In determining the appropriate levels, we perform a detailed analysis of the assets and liabilities whose fair value is measured on a recurring basis. At each reporting period, all assets and liabilities for which the fair value measurement is based on significant unobservable inputs or instruments which trade infrequently and therefore have little or no price transparency are classified as Level 3. See Note 4. The following methods and assumptions were used to estimate the fair value of each class of financial instruments: (1) Cash, restricted cash, accounts and other receivables, accounts payable, and accrued liabilities: The carrying amounts approximate fair value because of the short maturity of these instruments. (2) Notes payable: The carrying value of our debt at March 31, 2017 and December 31, 2016 primarily consists of the face amount of the notes less unamortized discounts. At March 31, 2017 and December 31, 2016, certain notes payable were also required to be recorded at fair value. The estimated fair value of our debt was calculated using a discounted cash flow analysis as well as a Monte Carlo simulation. These valuation methods include Level 3 inputs such as the estimated current market interest rate for similar instruments with similar creditworthiness. Unrealized gains and losses on the fair value of the debt are classified in other expenses as a change in the fair value of financial instruments in the consolidated statements of operations. At March 31, 2017, the fair value of our notes payable is approximately $2.1 million, equal to the carrying value of $2.1 million. See Note 10. (3) Derivative liabilities: Derivative liabilities are related to certain outstanding warrants which are recorded at fair value. Derivative liabilities totaling $63,000 as of March 31, 2017 and December 31, 2016 were included in other liabilities on the consolidated balance sheets. The assumptions used to calculate fair value as of March 31, 2017 and December 31, 2016 included volatility, a risk-free rate and expected dividends. In addition, we considered non-performance risk and determined that such risk is minimal. Unrealized gains and losses on the derivatives are classified in other expenses as a change in the fair value of financial instruments in the statements of operations. See Note 4.
Revenue Recognition	c. Revenue Recognition: We also earn revenues related to our licensing and distribution agreements. The terms of these agreements may include payment to us of non-refundable upfront license fees, funding or reimbursement of research and development efforts, milestone payments if specified objectives are achieved, and/or royalties on product sales. We evaluate all deliverables within an arrangement to determine whether or not they provide value on a stand-alone basis. We recognize a contingent milestone payment as revenue in its entirety upon our achievement of a substantive milestone if the consideration earned from the achievement of the milestone (i) is consistent with performance required to achieve the milestone or the increase in value to the delivered item, (ii) relates solely to past performance and (iii) is reasonable relative to all of the other deliverables and payments within the arrangement. We received a non-refundable upfront cash payment of $2.0 million from SpePharm AG upon execution of the SpePharm License Agreement in March 2015. We determined that the license and other non-contingent deliverables did not have stand-alone value because the license could not be deemed to be fully delivered for its intended purpose unless we performed our other obligations, including specified development work. Accordingly, they did not meet the separation criteria, resulting in these deliverables being considered a single unit of account. As a result, revenue relating to the upfront cash payment was deferred and was being recognized on a straight-line basis over the estimated obligation period of two years. However, the remaining deferred revenue of $417,000 was recognized upon obtaining European approval of a reduced-mass vial in September 2016, several months earlier than originally anticipated.
Recently Adopted Accounting Standards	d. Recently Adopted Accounting Standards: Compensation – Stock Compensation (Topic 178): Improvements to Employee Share-Based Payment Accounting · As of December 31, 2016, $15.3 million of our U.S. net operating loss carryforwards related to stock-based compensation tax deductions in excess of book compensation expense (“APIC NOLs”), that will be credited to additional paid-in capital when such deductions reduce taxes payable as determined on a "with-and-without" basis. Accordingly, these APIC NOLs will reduce federal taxes payable if realized in future periods. As of December 31, 2016, we have also recorded a full valuation allowance against these APIC NOLs. This resulted in a zero cumulative effect adjustment to accumulated deficit as a result of the adoption of ASU 2016-09. · Due to the full valuation allowance for the Company’s tax provision, these APIC NOLs have never been recorded in additional paid-in-capital. The Company does not anticipate any impact going forward as any amounts to be recorded in the consolidated statements of operations would be fully offset by the valuation allowance, nor would they result in a related classification in cash flows for operating activities. · The Company will continue to recognize forfeitures through estimates consistent with our past practices as opposed to when they occur. · The Company already classifies cash paid to taxing authorities arising from the withholding of shares from employees in cash flows from financing activities.

Discontinued Operations (Tables

Discontinued Operations (Tables)	3 Months Ended
	Mar. 31, 2017
Discontinued Operations Tables
Discontinued Operations	March 31, 2017 December 31, 2016 Accounts and other receivables $ — $ 1,598,994 Inventory, net — 1,374,618 Prepaid expenses — 170,635 Assets associated with discontinued operations, current — 3,144,247 Property and equipment, net of accumulated depreciation — 70,973 Patents and trademarks, net of accumulated amortization — 34,282 Assets associated with discontinued operations, noncurrent — 105,255 Total assets associated with discontinued operations $ — $ 3,249,502 Accounts payable $ 152,108 $ 1,957,938 Accrued liabilities 3,402,212 607,659 Deferred revenue — 2,300,000 Liabilities associated with discontinued operations, current $ 3,554,320 $ 4,865,597 Three Months Ended March 31, 2017 2016 Revenue: Lymphoseek sales revenue $ 2,917,213 $ 3,773,880 Grant and other revenue — 190 Total revenue 2,917,213 3,774,070 Cost of goods sold 364,192 533,440 Gross profit 2,553,021 3,240,630 Operating expenses: Research and development 283,533 587,249 Selling, general and administrative 820,203 1,463,534 Total operating expenses 1,103,736 2,050,783 Income from discontinued operations 1,449,285 1,189,847 Interest expense (1,718,506 ) (2,194,280 ) Loss before income taxes (269,221 ) (1,004,433 ) Benefit from income taxes 13,360 — Loss from discontinued operations $ (255,861 ) $ (1,004,433 )

Fair Value (Tables)

Fair Value (Tables)	3 Months Ended
	Mar. 31, 2017
Fair Value Disclosures [Abstract]
Fair Value of Liabilities Measured on Recurring Basis	Liabilities Measured at Fair Value on a Recurring Basis as of March 31, 2017 Description Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Platinum notes payable $ — $ — $ 1,926,218 $ 1,926,218 Liability related to MT warrants — — 63,000 63,000 Liabilities Measured at Fair Value on a Recurring Basis as of December 31, 2016 Description Quoted Prices in Active Markets for Identical Liabilities (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Platinum notes payable $ — $ — $ 9,641,179 $ 9,641,179 Liability related to MT warrants — — 63,000 63,000
Fair Value Assumptions	March 31, 2017 December 31, 2016 Estimated volatility 110 % 76 % Expected term (in years) 0.43 4.75 Debt rate 8.125 % 8.125 % Beginning stock price $ 0.58 $ 0.64

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	3 Months Ended
	Mar. 31, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Summary of Stock Options Activity	Three Months Ended March 31, 2017 Number of Options Weighted Average Exercise Price Weighted Average Remaining Contractual Life Aggregate Intrinsic Value Outstanding at beginning of period 3,380,615 $ 2.00 Granted — — Exercised — — Canceled and Forfeited (108,150 ) 1.48 Expired — — Outstanding at end of period 3,272,465 $ 2.01 6.2 years $ 10,922 Exercisable at end of period 3,002,405 $ 2.04 6.1 years $ 10,922
Schedule of Nonvested Restricted Stock Activity	Three Months Ended March 31, 2017 Number of Shares Weighted Average Grant-Date Fair Value Unvested at beginning of period 207,000 $ 1.17 Granted — — Vested — — Forfeited — — Unvested at end of period 207,000 $ 1.17

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2017
Earnings Per Share [Abstract]
Schedule of Weighted Average Number of Shares	Three Months Ended March 31, 2017 2016 Weighted average shares outstanding, basic 160,376,476 155,308,094 Dilutive shares related to warrants 4,288,479 — Unvested restricted stock 207,000 — Weighted average shares outstanding, diluted 164,871,955 155,308,094

Inventory (Tables)

Inventory (Tables)	3 Months Ended
	Mar. 31, 2017
Inventory Disclosure [Abstract]
Components of Inventory	March 31, 2017 December 31, 2016 (unaudited) Materials $ — $ 94,500 Work-in-process — 1,708 Finished goods 748 — Reserves — — Total $ 748 $ 96,208

Segments (Tables)

Segments (Tables)	3 Months Ended
	Mar. 31, 2017
Segment Reporting [Abstract]
Schedule of segment reporting information	Three Months Ended March 31, 2017 Diagnostics Therapeutics Corporate Total Tc 99m tilmanocept sales revenue: United States $ — $ — $ — $ — International — — — — Tc 99m tilmanocept license revenue — — — — Grant and other revenue 571,362 8,668 — 580,030 Total revenue 571,362 8,668 — 580,030 Cost of goods sold, excluding depreciation and amortization — — — — Research and development expenses, excluding depreciation and amortization 413,202 292,072 — 705,274 Selling, general and administrative expenses, excluding depreciation and amortization (1) — 2,521 2,943,123 2,945,644 Depreciation and amortization (2) — — 76,790 76,790 Income (loss) from operations (3) 158,160 (285,925 ) (3,019,913 ) (3,147,678 ) Other expense — — (1,171,109 ) (1,171,109 ) Income tax (expense) benefit (53,254 ) 96,273 1,411,153 1,454,172 Net income (loss) from continuing operations 104,906 (189,652 ) (2,779,869 ) (2,864,615 ) Loss from discontinued operations, net of tax (255,861 ) — — (255,861 ) Gain on sale of discontinued operations, net of tax 88,701,501 — — 88,701,501 Net income (loss) 88,550,546 (189,652 ) (2,779,869 ) 85,581,025 Total assets, net of depreciation and amortization: United States 9,692,007 897 23,116,511 32,809,415 International 115,279 — 893 116,172 Capital expenditures — — — — Three Months Ended March 31, 2016 Diagnostics Therapeutics Corporate Total Tc 99m tilmanocept sales revenue: United States $ — $ — $ — $ — International 8,800 — — 8,800 Tc 99m tilmanocept license revenue 254,050 — — 254,050 Grant and other revenue 685,635 — — 685,635 Total revenue 948,485 — — 948,485 Cost of goods sold, excluding depreciation and amortization 1,489 — — 1,489 Research and development expenses, excluding depreciation and amortization 1,830,471 241,800 — 2,072,271 Selling, general and administrative expenses, excluding depreciation and amortization (1) — (598 ) 2,558,758 2,558,160 Depreciation and amortization (2) — — 74,966 74,966 Loss from operations (3) (883,475 ) (241,202 ) (2,633,724 ) (3,758,401 ) Other income (expense), excluding equity in loss of R-NAV, LLC (4) — — 1,088,824 1,088,824 Equity in loss of R-NAV, LLC — — (12,239 ) (12,239 ) Net income (loss) from continuing operations (883,475 ) (241,202 ) (1,557,139 ) (2,681,816 ) Loss from discontinued operations, net of tax (1,004,433 ) — — (1,004,433 ) Net loss (1,887,908 ) (241,202 ) (1,557,139 ) (3,686,249 ) Total assets, net of depreciation and amortization: United States 4,273,762 16,515 7,610,817 11,901,094 International 380,982 — 1,605 382,587 Capital expenditures — — 1,847 1,847 (1) General and administrative expenses, excluding depreciation and amortization, represent costs that relate to the general administration of the Company and as such are not currently allocated to our individual reportable segments. (2) Depreciation and amortization is reflected in selling, general and administrative expenses ($76,790 and $74,966 for the three-month periods ended March 31, 2017 and 2016). (3) Loss from operations does not reflect the allocation of certain selling, general and administrative expenses, excluding depreciation and amortization, to our individual reportable segments. (4) Amounts consist primarily of changes in fair value of financial instruments and losses on debt extinguishment, which are not currently allocated to our individual reportable segments.

Summary of Significant Accoun31

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Accounting Policies [Abstract]
Fair value of notes payable	$ 2,100,000
Notes payable	2,100,000
Derivative liabilities	$ 63,000	$ 63,000

Discontinued Operations (Detail

Discontinued Operations (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Discontinued Operations and Disposal Groups [Abstract]
Accounts and other receivables	$ 0		$ 1,598,994
Inventory, net	0		1,374,618
Prepaid expenses	0		170,635
Assets associated with discontinued operations, current	0		3,144,247
Property and equipment, net of accumulated depreciation	0		70,973
Patents and trademarks, net of accumulated amortization	0		34,282
Assets associated with discontinued operations, noncurrent	0		105,255
Total assets associated with discontinued operations	0		3,249,502
Accounts payable	152,108		1,957,938
Accrued liabilities	3,402,212		607,659
Deferred revenue	0		2,300,000
Liabilities associated with discontinued operations, current	3,554,320		$ 4,865,597
Revenue:
Lymphoseek sales revenue	2,917,213	$ 3,773,880
Grant and other revenue	0	190
Total revenue	2,917,213	3,774,070
Cost of goods sold	364,192	533,440
Gross profit	2,553,021	3,240,630
Operating expenses:
Research and development	283,533	587,249
Selling, general and administrative	820,203	1,463,534
Total operating expenses	1,103,736	2,050,783
Income from discontinued operations	1,449,285	1,189,847
Interest expense	(1,718,506)	(2,194,280)
Loss before income taxes	(269,221)	(1,004,433)
Benefit from income taxes	13,360	0
Loss from discontinued operations	$ (255,861)	$ (1,004,433)

Fair Value (Details)

Fair Value (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Platinum notes payable	$ 1,926,218	$ 9,641,179
Liability related to MT warrants	63,000	63,000
Fair Value Inputs Level 1 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Platinum notes payable	0	0
Liability related to MT warrants	0	0
Fair Value Inputs Level 2 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Platinum notes payable	0	0
Liability related to MT warrants	0	0
Fair Value Inputs Level 3 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Platinum notes payable	1,926,218	9,641,179
Liability related to MT warrants	$ 63,000	$ 63,000

Fair Value (Details 1)

Fair Value (Details 1) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair Value Details 1
Estimated volatility	110.00%	76.00%
Expected term (in years)	5 months 5 days	4 years 9 months
Debt rate	8.125%	8.125%
Beginning stock price	$ 0.58	$ .64

Fair Value (Details Narrative)

Fair Value (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Platinum notes payable	$ 1,900,000	$ 9,600,000
Derivative liabilities	63,000	63,000
Increase (decrease) in fair value of Level 3 liabilities	$ (140,000)	$ (1,100,000)

Stock-Based Compensation (Summa

Stock-Based Compensation (Summary of Stock Options Activity) (Details)	3 Months Ended
	Mar. 31, 2017USD ($)$ / sharesshares
Number of Options
Outstanding at beginning of period | shares	3,380,615
Granted | shares	0
Exercised | shares	0
Canceled and Forfeited | shares	(108,150)
Expired | shares	0
Outstanding at end of period | shares	3,272,465
Exercisable at end of period | shares	3,002,405
Weighted Average Exercise Price
Outstanding at beginning of period, dollars per share | $ / shares	$ 2
Granted, dollars per share | $ / shares	0
Exercised, dollars per share | $ / shares	0
Canceled and Forfeited, dollars per share | $ / shares	1.48
Expired, dollars per share | $ / shares	0
Outstanding at end of period, dollars per share | $ / shares	2.01
Exercisable at end of period, dollars per share | $ / shares	$ 2.04
Weighted Average Remaining Contractual Life (years)
Outstanding at end of period	6 years 2 months 12 days
Exercisable at end of period	6 years 1 month 6 days
Aggregate Intrinsic Value
Outstanding at end of period | $	$ 10,922
Exercisable at end of period | $	$ 10,922

Stock-Based Compensation (Sum37

Stock-Based Compensation (Summary of Unvested Restricted Stock) (Details)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Number of Shares
Unvested at beginning of period, shares | shares	207,000
Granted, shares | shares	0
Vested, shares | shares	0
Forfeited, shares | shares	0
Unvested at end of period, shares | shares	207,000
Weighted Average Grant-Date Fair Value
Unvested at beginning of period, USD per share | $ / shares	$ 1.17
Granted, USD per share | $ / shares	0
Vested, USD per share | $ / shares	0
Forfeited,USD per share | $ / shares	0
Unvested at end of period, USD per share | $ / shares	$ 1.17

Stock-Based Compensation (Detai

Stock-Based Compensation (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Total stock-based compensation expense including reversals of expense for forfeited or cancelled awards	$ 147,165	$ 340,502
Number of restricted stock units vested during period	0
Number of unvested restricted stock units forfeited during period	0
Unrecognized compensation expense, Nonvested awards	$ 101,000
Unrecognized compensation cost, Period for Recognition	1 year 4 months 24 days

Earnings (Loss) Per Share (Deta

Earnings (Loss) Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share [Abstract]
Weighted average shares outstanding, basic	160,376,476	155,308,094
Dilutive shares related to warrants	4,288,479	0
Unvested restricted stock	207,000	0
Weighted average shares outstanding, diluted	164,871,955	155,308,094

Earnings (Loss) Per Share (De40

Earnings (Loss) Per Share (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Stock Options Warrants Convertible Debt And Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded in determining basic and diluted loss per share	15,900,000	15,100,000
Restricted Stock Units R S U [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Shares excluded in determining basic and diluted loss per share	207,000	134,000

Inventory - Components of Inven

Inventory - Components of Inventory, Net of Reserves (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Materials	$ 0	$ 94,500
Work-in-process	0	1,708
Finished goods	748	0
Reserves	0	0
Total	$ 748	$ 96,208

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Debt Disclosure [Abstract]
Compounded interest on notes payable	$ 143,114	$ 824,952
Notes payable	2,100,000
Platinum notes payable	1,900,000		$ 9,600,000
Change in fair value of financial instruments	140,485	1,125,359
Interest expense recorded related to amortization	$ 0	$ 72,875

Equity Instruments (Details Nar

Equity Instruments (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Class of Stock [Line Items]
Common stock issued in lieu of cash compensation	$ 10,500
Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in lieu of cash compensation	16,406
Common stock issued in lieu of cash compensation	$ 16
Director [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in lieu of cash compensation	16,406	16,918
Common stock issued in lieu of cash compensation	$ 10,500	$ 20,640
Employees [Member] | Common Stock [Member]
Class of Stock [Line Items]
Common stock issued in lieu of cash compensation	707,353
Common stock issued in lieu of cash compensation	$ 367,812

Stock Warrants (Details Narrati

Stock Warrants (Details Narrative)	3 Months Ended
	Mar. 31, 2017$ / sharesshares
Class of Warrant or Right [Line Items]
Warrants outstanding (shares) | shares	16,900,000
Common Stock [Member] | Macrophage Therapeutics Inc [Member]
Class of Warrant or Right [Line Items]
Outstanding number of warrant to be converted to common stock | shares	300
Minimum [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrant issued, dollars per share	$ 0.01
Warrant, Outstanding Term	1 year
Maximum [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrant issued, dollars per share	$ 3.04
Warrant, Outstanding Term	18 years
Weighted Average [Member]
Class of Warrant or Right [Line Items]
Exercise price of warrant issued, dollars per share	$ 1.19

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	Mar. 31, 2017USD ($)
Federal Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 123,000,000
State And Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Net operating loss carryforwards	$ 15,800,000

Segments (Details)

Segments (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	$ 0	$ 8,800
Lymphoseek license revenue	0	254,050
Grant and other revenue	580,030	685,635
Total revenue	580,030	948,485
Cost of goods sold, excluding depreciation and amortization	0	1,489
Research and development expenses, excluding depreciation and amortization	705,274	2,072,271
Selling, general and administrative expenses, excluding depreciation and amortization	3,022,434	2,633,126
Depreciation and amortization	76,790	74,966
Income (loss) from operations	(3,147,678)	(3,758,401)
Other expense	(1,171,109)	1,088,824
Equity in loss of R-NAV, LLC	0	(12,239)
Income tax (expense) benefit	1,454,172	0
Net income (loss) from continuing operations	(2,864,615)	(2,681,816)
Loss from discontinued operations, net of tax	(255,861)	(1,004,433)
Gain on sale of discontinued operations, net of tax	88,701,501	0
Net income (loss)	85,581,025	(3,686,249)
Total assets, net of depreciation and amortization	32,925,587		$ 12,461,676
Payments to Acquire Property, Plant, and Equipment	0	1,847
UNITED STATES
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Total assets, net of depreciation and amortization	32,809,415	11,901,094
Non Us [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	8,800
Total assets, net of depreciation and amortization	116,172	382,587
Diagnostics Segment [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Lymphoseek license revenue	0	254,050
Grant and other revenue	571,362	685,635
Total revenue	571,362	948,485
Cost of goods sold, excluding depreciation and amortization	0	1,489
Research and development expenses, excluding depreciation and amortization	413,202	1,830,471
Selling, general and administrative expenses, excluding depreciation and amortization	0	0
Depreciation and amortization	0	0
Income (loss) from operations	158,160	(883,475)
Other expense	0	0
Equity in loss of R-NAV, LLC		0
Income tax (expense) benefit	(53,254)
Net income (loss) from continuing operations	104,906	(883,475)
Loss from discontinued operations, net of tax	(255,861)	(1,004,433)
Gain on sale of discontinued operations, net of tax	88,701,501
Net income (loss)	88,550,546	(1,887,908)
Payments to Acquire Property, Plant, and Equipment	0	0
Diagnostics Segment [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Total assets, net of depreciation and amortization	9,692,007	4,273,762
Diagnostics Segment [Member] | Non Us [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	8,800
Total assets, net of depreciation and amortization	115,279	380,982
Therapeutics Segment [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0
Lymphoseek license revenue	0	0
Grant and other revenue	8,668	0
Total revenue	8,668	0
Cost of goods sold, excluding depreciation and amortization	0	0
Research and development expenses, excluding depreciation and amortization	292,072	241,800
Selling, general and administrative expenses, excluding depreciation and amortization	2,521	(598)
Depreciation and amortization	0	0
Income (loss) from operations	(285,925)	(241,202)
Other expense	0	0
Equity in loss of R-NAV, LLC		0
Income tax (expense) benefit	96,273
Net income (loss) from continuing operations	(189,652)	(241,202)
Loss from discontinued operations, net of tax	0	0
Gain on sale of discontinued operations, net of tax	0
Net income (loss)	(189,652)	(241,202)
Payments to Acquire Property, Plant, and Equipment	0	0
Therapeutics Segment [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Total assets, net of depreciation and amortization	897	16,515
Therapeutics Segment [Member] | Non Us [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Total assets, net of depreciation and amortization	0	0
Corporate Non Segment [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0
Lymphoseek license revenue	0	0
Grant and other revenue	0	0
Total revenue	0	0
Cost of goods sold, excluding depreciation and amortization	0	0
Research and development expenses, excluding depreciation and amortization	0	0
Selling, general and administrative expenses, excluding depreciation and amortization	2,943,123	2,558,758
Depreciation and amortization	76,790	74,966
Income (loss) from operations	(3,019,913)	(2,633,724)
Other expense	(1,171,109)	1,088,824
Equity in loss of R-NAV, LLC		(12,239)
Income tax (expense) benefit	1,411,153
Net income (loss) from continuing operations	(2,779,869)	(1,557,139)
Loss from discontinued operations, net of tax	0	0
Gain on sale of discontinued operations, net of tax	0
Net income (loss)	(2,779,869)	(1,557,139)
Payments to Acquire Property, Plant, and Equipment	0	1,847
Corporate Non Segment [Member] | UNITED STATES
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Total assets, net of depreciation and amortization	23,116,511	7,610,817
Corporate Non Segment [Member] | Non Us [Member]
Segment Reporting Information [Line Items]
Lymphoseek sales revenue	0	0
Total assets, net of depreciation and amortization	$ 893	$ 1,605

Supplemental Disclosure for S47

Supplemental Disclosure for Statements of Cash Flows (Details) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Supplemental Cash Flow Elements [Abstract]
Cash paid during the period for interest	$ 7,300,000	$ 1,300,000
Issued warrants for extension of license agreement	333,719
Reclassification of funds invested	$ 200,000