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    SEC Form S-8 POS filed by Navidea Biopharmaceuticals Inc.

    1/26/24 5:28:57 PM ET
    $NAVB
    Biotechnology: In Vitro & In Vivo Diagnostic Substances
    Health Care
    Get the next $NAVB alert in real time by email
    S-8 POS 1 navb20240126_s8pos.htm FORM S-8 POS navb20240126_s8pos.htm

     

    As filed with the Securities and Exchange Commission on January 26, 2024

     

    Registration Statement No. 333-276266

    Registration Statement No. 333-268956

    Registration Statement No. 333-250078

    Registration Statement No. 333-228960

    Registration Statement No. 333-198716

    Registration Statement No. 333-238329

    Registration Statement No. 333-217814

    Registration Statement No. 333-158323

    Registration Statement No. 333-130636

    Registration Statement No. 333-05143

     



     

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

    _________________

     

    POST-EFFECTIVE AMENDMENT NO. 1

    TO

    FORM S-8 REGISTRATION STATEMENT NO. 333-276266

    FORM S-8 REGISTRATION STATEMENT NO. 333-268956

    FORM S-8 REGISTRATION STATEMENT NO. 333-250078

    FORM S-8 REGISTRATION STATEMENT NO. 333-228960

    FORM S-8 REGISTRATION STATEMENT NO. 333-198716

    FORM S-8 REGISTRATION STATEMENT NO. 333-238329

    FORM S-8 REGISTRATION STATEMENT NO. 333-217814

    FORM S-8 REGISTRATION STATEMENT NO. 333-158323

    FORM S-8 REGISTRATION STATEMENT NO. 333-130636

    FORM S-8 REGISTRATION STATEMENT NO. 333-05143

     

    UNDER

    THE SECURITIES ACT OF 1933

    ________________________

     

    NAVIDEA BIOPHARMACEUTICALS, INC.

    (Exact name of registrant as specified in its charter)

     

    Delaware

    2835

    31-1080091

    (State or other jurisdiction

    (Primary Standard Industrial

    (I.R.S. Employer

    of incorporation or organization)

    Classification Code Number)

    Identification Number)

    ________________________

     

    4100 Horizons Drive, Suite 205

    Columbus, Ohio 43220

    (614) 793-7500

     

    (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

     

    Navidea Biopharmaceuticals, Inc. 2023 Equity Incentive Plan

    Navidea Biopharmaceuticals, Inc. 2014 Stock Incentive Plan

    Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust

    Neoprobe Corporation 401(k) Plan

     

     

     

     

    Neoprobe Corporation 1996 Stock Incentive Plan

    (Full title of the plans)

    ________________________

     

    Craig A. Dais

    Chief Financial Officer

    Navidea Biopharmaceuticals, Inc.

    4100 Horizons Drive, Suite 205

    Columbus, Ohio 43220

    (614) 793-7500

     

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

    ________________________

    Copy to:

     

    William M. Mower, Esq.

    Maslon LLP

    225 South Sixth Street, Suite 2900

    Minneapolis, MN 55402

    612-672-8358

    ________________________

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.

     

    Large accelerated filer

    ☐

    Accelerated filer

    ☐

    Non-accelerated filer

    ☒

    Smaller reporting company

    ☒

    Emerging Growth Company

    ☐

       
           

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ 

     



     

     

     

     

     

    EXPLANATORY NOTE

    DEREGISTRATION OF UNSOLD SECURITIES

     

    Navidea Biopharmaceuticals, Inc., a Delaware corporation (the “Company”), is filing this Post‑Effective Amendment No. 1 (the “Post-Effective Amendment”) to the following Registration Statements on Form S-8 (collectively, the “Registration Statements”) previously filed with the Securities and Exchange Commission (the “SEC”):

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-276266) filed on December 26, 2023, registering 10,000,000 shares of common stock, par value $0.001 per share, of the Company (“Common Stock”), issuable pursuant to the Navidea Biopharmaceuticals, Inc. 2023 Equity Incentive Plan;

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-268956) filed on December 22, 2023, registering 6,000,000 shares of Common Stock of the Company, issuable pursuant to the Navidea Biopharmaceuticals, Inc. 2014 Stock Incentive Plan (as amended and restated as of December 8, 2022);

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-250078) filed on November 13, 2020, registering 1,000,000 shares of Common Stock of the Company, issuable pursuant to the Navidea Biopharmaceuticals, Inc. 2014 Stock Incentive Plan (as amended and restated September 10, 2020);

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-228960) filed on December 21, 2018, registering 10,000,000 shares of Common Stock of the Company, issuable pursuant to the Navidea Biopharmaceuticals, Inc. 2014 Stock Incentive Plan (as amended and restated August 16, 2018);

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-198716) filed on September 12, 2014, registering 7,000,000 shares of Common Stock of the Company, issuable pursuant to the Navidea Biopharmaceuticals, Inc. 2014 Stock Incentive Plan;

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-238329) filed on May 18, 2020, registering 500,000 shares of Common Stock of the Company, issuable pursuant to the Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust, as amended;

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-217814) filed on May 9, 2017, registering 500,000 shares of Common Stock of the Company, issuable pursuant to the Navidea Biopharmaceuticals, Inc. 401(k) Plan and Trust, as amended;

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-158323) filed on March 31, 2009, registering 400,000 shares of Common Stock of the Company, issuable pursuant to the Neoprobe Corporation 401(k) Plan, as amended;

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-130636) filed on December 22, 2005, registering 400,000 shares of Common Stock of the Company, issuable pursuant to the Neoprobe Corporation 401(k) Plan; and

     

     

    ●

    Registration Statement on Form S-8 (File No. 333-05143) filed on June 4, 1996, registering 1,500,000 shares of Common Stock of the Company, issuable pursuant to the Neoprobe Corporation 1996 Stock Incentive Plan.

     

    On October 23, 2023, the Company’s Common Stock was delisted from the NYSE American LLC (“NYSE American”). As a result of the delisting from NYSE American, the Company intends to deregister and terminate its reporting obligations under the Securities and Exchange Act of 1934, as amended. Therefore, the Company has determined to terminate all offerings of securities under the Registration Statements. The Company is filing this Post-Effective Amendment to terminate the effectiveness of the Registration Statements and, in accordance with the undertakings made by the Company in the Registration Statements, to remove from registration any and all securities registered but unsold or otherwise unissued under the Registration Statements as of the date hereof.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Columbus, State of Ohio, on January 26, 2024.

     

     

    NAVIDEA BIOPHARMACEUTICALS, INC.

       
       
     

    /s/ Craig A. Dais

     

    Craig A. Dais

     

    Chief Financial Officer

     

    No other person is required to sign this Post-Effective Amendment in reliance upon Rule 478 under the Securities Act of 1933, as amended.

     

     
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