Payment Terms

NAVIDEA BIOPHARMACEUTICALS, INC. : Change of directors or key officers, other events, financial statements and documents (Form 8-K)


Item 5.02 Departure of Directors or Key Officers; Election of directors;

          Appointment of Principal Officers; Compensatory Arrangements of Certain

At 23 November 2021, Jed A. Latkin, the former CEO, CFO and COO of Navidea Biopharmaceuticals, Inc. (the “Company”), has signed a separation agreement and a general discharge (the “Separation Agreement”) in connection with his resignation from these positions and as a director on 24 October 2021 (the “Date of Separation”). Under the Separation Agreement, among others, the Company has agreed to provide Mr. Latkin with certain severance payments, from the “effective date”, defined as the eighth day after Mr. Latkin signs, without revoking, the Separation Agreement. These severance benefits include the continuous payment of that of Mr. Latkin base salary of $ 490,000, less all applicable taxes and other withholdings, on the following basis: (i) for 12 months, 100% of his base salary, less a lump sum $ 24,000 deducted monthly on a pro rata basis, and (ii) for 10 months following the expiration of the first 12 month period, 50% of his base salary. On the effective date, each of the that of Mr. Latkin unvested stock options will vest, and all its vested stock options (covering 69,918 shares) and previously unvested options (covering 333,332 shares) may be exercised by Mr. Latkin at the earliest between the fifth anniversary of the separation date and the initial expiration date. On the effective date, each of the that of Mr. Latkin 33,333 outstanding unvested RSUs will become fully vested, and all such RSUs will be settled within thirty days of the Separation Date, less the applicable holdback in common shares. The Company has agreed to pay that of Mr. Latkin attorney’s fees in the amount of $ 24,000, and to reimburse expenses in accordance with Company policy. For the purposes of the assistance provided in certain contentious cases, the Company undertakes to pay Mr. Latkin $ 250 per hour, subject to certain limitations. Mr. Latkin will also have the right to receive, subject to its timely execution and the non-revocation of the Separation Agreement, a payment equal to a maximum of one percent of the total capital raised during the twenty-two months following the Date of Separation through one of the two investment banking companies presented to the Company by Mr. Latkin, less applicable taxes and withholdings and subject to certain payment terms. Besides, Mr. Latkin and the Company generally releases each other from any claim that each may have against each other.

The foregoing description of the material terms of the Separation Agreement is not complete and is qualified in its entirety by reference to the full text thereof, a copy of which is filed as Exhibit 10.1 of this current report on the Form 8-K and is incorporated herein. by reference.

Item 8.01 Other Events.

As indicated in the notes to the financial statements included in the company’s annual report on Form 10-K for the year ended December 31, 2020 and its quarterly report on Form 10-Q for the period ended September 30, 2021, the Company is involved in an ongoing dispute with Capital Royalty Partners II LP (“CRG”), in its capacity as lender and monitoring agent for the other affiliated lenders parties to the CRG Loan Agreement (collectively, the “CRG Lenders”), in the Harris County District Court, Texas (the “Texas Tribunal “). Currently, CRG’s pending claims against the Company in the Texas The court alleges that the Company violated the Comprehensive Settlement Agreement and seeks damages, including legal fees, from the Company.

A lawsuit has been filed by CRG in the Texas Courtyard at april 2018. This lawsuit seeks a declaratory judgment that CRG did not violate the Comprehensive Settlement Agreement by withdrawing all of $ 7.1 million on the Cardinal Health 414, LLC
letter of credit. CRG also alleges that the Company violated the Comprehensive Settlement Agreement by appealing the Texas judgment of the Court and filing the action Franklin County, Ohio. The company decided to dismiss CRG’s claims under the Texas Citizen Participation Act. The Texas The court dismissed the motion for dismissal. The Company filed an interlocutory appeal against the dismissal of its motion to dismiss. The Court of Appeal upheld the Texas Refusal of the court to dismiss CRG’s claim on August 28, 2020. The Company has filed a request for review with the Texas Supreme Court seeking to overthrow the Texas Decision of the Court. The Texas Supreme Court denied the company’s claim on December 18, 2020, and litigation resumed in the Texas Court on February 1, 2021. CRG filed a motion for summary judgment over its claims in the Texas Court on July 1, 2021.

At August 18, 2021, the Company filed counterclaims against CRG, claiming that CRG violated the Comprehensive Settlement Agreement and engaged in various tortious acts in relation to its recovery from the Company of amounts in excess of the amount authorized under Comprehensive Settlement Agreement dated March 3, 2017. The Company and CRG filed summary judgment motions in the Texas Court as to CRG’s claims against the Company and the Company’s claims against CRG before a hearing which was scheduled for 25 October 2021. The Texas The Court canceled this hearing and indicated its intention to rule on the summary judgment motions without a hearing.


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At 23 November 2021, the Texas The Court issued a decision granting CRG’s summary judgment motions and dismissing the Company’s summary judgment motion. The
Texas The court dismissed the Company’s counterclaims against CRG with prejudice. The Texas The Court also said that CRG did not violate the Comprehensive Settlement Agreement and that the Company violated the Comprehensive Settlement Agreement by requesting the review or appeal of the Texas initial judgment of the Court in favor of CRG or in the pursuit of litigation thereafter in Ohio. The Texas The court decided that, therefore, CRG was entitled to recover its legal fees, in an amount to be determined, from the Company. The Texas The court also ruled that the Company had violated the indemnification provision of the loan agreement between CRG and the Company and that CRG was entitled to recover its legal fees, in an amount to be determined, from the Company. Consequently. The Company is currently evaluating the potential responses to this decision.

Article 9.01. Financial statements and supporting documents.

  (a) Not applicable.

  (b) Not applicable.

  (c) Not applicable.

  (d) Exhibits

Exhibit No.        Description

10.1               Separation Agreement and General Release between the Company

and Jed A. Latkin.

104             Cover Page Interactive Data File (embedded within the Inline

XBRL document)


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