United States securities and exchange commission logo
June 15, 2020
Jed Latkin
Chief Executive Officer
Navidea Biopharmaceuticals, Inc.
4995 Bradenton Avenue, Suite 240
Dublin, Ohio 43017
Re: Navidea
Biopharmaceuticals, Inc.
Registration
Statement on Form S-1
Filed June 3, 2020
File No. 333-238911
Dear Mr. Latkin:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1, filed on June 3, 2020
Incorporation of Certain Information by Reference, page 23
1. Please amend the list
of documents incorporated by reference into the registration
statement to include
Exchange Act filings made between the time the registration
statement was initially
filed and effectiveness. In this regard, we note that the Company
filed a Form 8-K on
June 4, 2020. Note that your statement on the top of page 24 that "all
documents subsequently
filed" are incorporated by reference only covers Exchange Act
reports made after the
effective time of the registration statement.
Exhibits
2. We note that Section 7
of Article VII of the Amended and Restated By-laws of the
Company designate the
Court of Chancery of the State of Delaware as the exclusive
Jed Latkin
Navidea Biopharmaceuticals, Inc.
June 15, 2020
Page 2
forum for certain litigation, including any "derivative action or
proceeding brought on
behalf of the corporation." Please disclose whether this provision
applies to actions arising
under the Securities Act or Exchange Act. In that regard, we note that
Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits
brought to enforce any
duty or liability created by the Exchange Act or the rules and
regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder. If the provision applies to Securities
Act claims, please
also revise your prospectus to state that there is uncertainty as to
whether a court would
enforce such provision and that investors cannot waive compliance with
the federal
securities laws and the rules and regulations thereunder. If this
provision does not apply to
actions arising under the Securities Act or Exchange Act, please tell us
how you will
inform investors in future filings that the provision does not apply to
any actions arising
under the Securities Act or Exchange Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Laura Crotty at (202) 551-7614 or Mary Beth Breslin at
(202) 551-
3625 with any questions.
Sincerely,
FirstName LastNameJed Latkin
Division of
Corporation Finance
Comapany NameNavidea Biopharmaceuticals, Inc.
Office of Life
Sciences
June 15, 2020 Page 2
cc: Faith Charles
FirstName LastName