Sec Form 13D Filing - Scott John K Jr. filing for NAVIDEA BIOPHARMACEUTICALS INC (NAVB) - 2020-09-02

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Navidea Biopharmaceuticals, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

63937X202

(CUSIP Number)

John K. Scott, Jr.

5251 DTC Parkway, Suite 285

Greenwood Village, CO 80111

Tel: (303) 399-6177

With a Copy to:

James G. Ruiz

Winstead PC

401 Congress Ave

Suite 2100

Austin, Texas 78701

Tel: (512) 370-2800

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

August 30, 2020

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.  ☒

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

CUSIP No. 63937X202

The name of the issuer is Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Issuer”). The address of the Issuer’s principal executive offices is 4995 Bradenton Avenue, Suite 240, Dublin, Ohio 43017-3552. This Schedule 13D relates to the Issuer’s common stock, par value $0.001 per share (the “Common Stock”).

(a) This Amendment No. 3 to Schedule 13D is being filed by John K. Scott, Jr. (the “Reporting Person”), a natural person.

(b) The Reporting Person’s business address is 5251 DTC Parkway, Suite 285, Greenwood Village, CO 80111.

(c) The Reporting Person’s principal occupation is a self-employed investor. The Reporting Person’s business address is 5251 DTC Parkway, Suite 285, Greenwood Village, CO 80111.

(d) The Reporting Person has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) The Reporting Person has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) The Reporting Person is a citizen of the United States.

Effective April 26, 2019, the Issuer effected a 1-for-20 reverse stock split of its outstanding Common Stock. Where applicable, Common Stock share amounts described below have been adjusted to give effect to the 1-for-20 reverse stock split, with fractional shares rounded down to the nearest whole share.

On September 17, 2018, the Reporting Person purchased 916,030 shares of Common Stock for an aggregate purchase price of $3,000,000 from the Issuer in a private placement pursuant to a Stock Purchase Agreement, dated September 13, 2018, by and between the Issuer and the Reporting Person (the “September 2018 Purchase Agreement”). Prior to the closing of the transactions contemplated by the September 2018 Purchase Agreement, the Reporting Person had acquired 179,190 shares of Common Stock in open market purchases. The aggregate purchase price for such 179,190 shares was approximately $1,300,000.

On March 22, 2019, the Reporting Person purchased 17,857 shares of Common Stock for an aggregate purchase price of $50,000 from the Issuer in a private placement pursuant to a Stock Purchase Agreement, dated March 22, 2019, by and between the Issuer and the Reporting Person (the “March 2019 Purchase Agreement”). While the March 2109 Purchase Agreement contemplated subsequent closings at which the Reporting Person would acquire additional shares of Common Stock, no such subsequent closings occurred, and no additional shares of Common Stock were acquired pursuant to the March 2019 Purchase Agreement.

On June 13, 2019, the Issuer entered into an underwriting agreement relating to an underwritten public offering of 8,000,000 shares of Common Stock. The Reporting Person purchased 4,000,000 shares of Common Stock from the underwriter in the underwritten public offering for an aggregate purchase price of $3,000,000. The closing of such purchase occurred on June 18, 2019.

On December 6, 2019, the Reporting Person subscribed for 555,555 shares of Common Stock for an aggregate purchase price of $500,000 from the Issuer in a private placement pursuant to a Stock Purchase Agreement, dated December 6, 2019, by and between the Issuer and the Reporting Person (the “December 2019 Purchase Agreement”).

On February 13, 2020, the Reporting Person subscribed for 2,373,529 shares of Common Stock for an aggregate purchase price of $2,017,500 from the Issuer in a private placement pursuant to a Stock Purchase Agreement, dated February 13, 2020, by and between the Issuer and the Reporting Person (the “February 2020 Purchase Agreement”).

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On August 30, 2020, the Reporting Person subscribed for 5,000 shares of Common Stock for an aggregate purchase price of $25,000 from the Issuer in a registered offering pursuant to a Stock Purchase Agreement, dated August 30, 2020, by and between the Issuer and the investors signatory thereto, including the Reporting Person (the “August 2020 Purchase Agreement”). The closing of the August 2020 Purchase Agreement is subject to conditions outside the reasonable control of the Reporting Person. Additional shares of Common Stock may be purchased pursuant to the terms of the August 2020 Purchase Agreement at Subsequent Closings (as defined in the August 2020 Purchase Agreement), subject to the terms and conditions set forth in the August 2020 Purchase Agreement.

The funds used for the purchase of 179,190 shares of Common Stock in the open market, for the subscription for 555,555 shares of Common Stock pursuant to the December 2019 Purchase Agreement, for the subscription for 2,373,529 shares of Common Stock pursuant to the February 2020 Purchase Agreement and for the subscription for 5,000 shares of Common Stock pursuant to the August 2020 Purchase Agreement were derived from personal funds of the Reporting Person. The funds used for the purchase of the remaining shares of Common Stock reported in this Item 3 of this Schedule 13D were derived from a revolving line of credit (the “Revolving Line of Credit”) entered into by and between the Reporting Person and Phelps Tointon, Inc. that has been in effect since June 4, 2010 and from which the Reporting Person draws for the Reporting Person’s general investments. Contact information for Phelps Tointon, Inc. is PO Box 9, Greeley, Colorado, 80632, Attn: Travis Gillmore, Tel: (970) 353-7000.

The Reporting Person acquired the shares of Common Stock reported in this Schedule 13D for investment purposes. As of the date of this Schedule 13D, the Reporting Person has no plans or proposals that relate to, or that would result in, any of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, except as set forth herein or such as would occur upon completion of any of the actions discussed herein. The Reporting Person retains the right to, from time to time, acquire additional shares of Common Stock or other securities of the Issuer, or sell or otherwise dispose of (or enter into plans or arrangements to sell or otherwise dispose of), all or part of the shares of Common Stock or other securities of the Issuer, if any, beneficially owned by him, in any manner permitted b y law. The Reporting Person further intends to evaluate his investment in the Issuer and may from time to time engage in discussions with management and the Board of Directors of the Issuer (the “Board”), other stockholders of the Issuer and other parties concerning, among other things, the business, financial condition, operations and future plans of the Issuer. Depending on various factors including, without limitation, the Issuer’s financial position and operations and the price of the Issuer’s securities of the Issuer, the Reporting Person may in the future take such actions with respect to his investments in the Issuer as he deems appropriate.

(a) - (b)

The aggregate number and percentage of Common Stock beneficially owned by the Reporting Person are as follows:

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(c) On August 30, 2020, the Reporting Person subscribed for 5,000 shares of Common Stock for an aggregate purchase price of $25,000 from the Issuer in a registered offering pursuant to the August 2020 Purchase Agreement. Additional shares of Common Stock may be purchased pursuant to the terms of the August 2020 Purchase Agreement at Subsequent Closings (as defined in the August 2020 Purchase Agreement), subject to the terms and conditions set forth in the August 2020 Purchase Agreement. Other than as described in this paragraph, the Reporting Person has not acquired or disposed of any securities of the Issuer from the 60 days prior to the date of the event which requires the filing of this Schedule 13D.

(d) Except as set forth herein, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, Common Stock beneficially owned by the Reporting Person.

(e) Not applicable.

Additional shares of Common Stock may be purchased pursuant to the terms of the August 2020 Purchase Agreement at Subsequent Closings (as defined in the August 2020 Purchase Agreement), subject to the terms and conditions set forth in the August 2020 Purchase Agreement. The foregoing description of the terms of the August 2020 Purchase Agreement does not purport to be complete and is qualified in its entirety by the contents of the August 2020 Purchase Agreement, a copy of which is attached hereto as Exhibit A and is incorporated herein by reference.

The Issuer and the Reporting Person previously entered into a Registration Rights Agreement, dated February 13, 2020 (“Registration Rights Agreement”), pursuant to which the Issuer agreed to file a registration statement for resale under the Securities Act of 1933, as amended, of all or part of 2,373,529 shares of Common Stock the Reporting Person subscribed for pursuant to the February 2020 Purchase Agreement. The foregoing description of the terms of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the contents of the Registration Rights Agreement, a copy of which is attached hereto as Exhibit B and is incorporated herein by reference.

As of filing of this Schedule 13D, 4,000,000 of the shares of Common Stock reported on this Schedule 13D as beneficially owned by the Reporting Person were pledged to Phelps Tointon, Inc. in connection with the Revolving Line of Credit.

Except as described in this Item 6, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: September 2, 2020