As filed with the Securities and Exchange Commission on August 30, 2012
Registration No. 333-168485
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
________________________
NAVIDEA BIOPHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 31-1080091 | |
| (State or other jurisdiction | (I.R.S. Employer | |
| of incorporation or organization) | Identification Number) |
________________________
425 Metro Place North, Suite 450
Dublin, Ohio 43017-1367
(614) 793-7500
(Address, including zip code, and telephone number, including
area code, of registrant’s principal executive offices)
________________________
Brent L. Larson
Senior Vice President and Chief Financial Officer
Navidea Biopharmaceuticals, Inc.
425 Metro Place North, Suite 450
Dublin, Ohio 43017-1367
(614) 793-7500
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
________________________
Copies of Correspondence to:
William J. Kelly, Jr., Esq.
Brett P. Thornton, Esq.
Porter, Wright, Morris & Arthur LLP
41 South High Street, Suite 2800
Columbus, Ohio 43215-6194
(614) 227-2000
(614) 227-2100 (fax)
wjkelly@porterwright.com
________________________
Approximate date of commencement of proposed sale to the public: Not Applicable
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer ¨ | Accelerated filer S | Non-accelerated filer ¨ | Smaller reporting company ¨ |
| (Do not check if a smaller reporting company) |
EXPLANATORY NOTE
Deregistration of Securities
Navidea Biopharmaceuticals, Inc. (which we refer to as the “Company,” “we,” or “us”) originally registered: (1) the sale of our common stock, warrants for the purchase of our common stock, and units comprised of a combination of our common stock and warrants for the purchase of our common stock, in one or more offerings up to a total dollar amount of $20,000,000 (the "Registered Securities"); and (2) the resale of 15,000,000 shares of our common stock owned by Platinum-Montaur Life Sciences, LLC (the "Selling Stockholder") and its transferees, pursuant to a Registration Statement on Form S-3 (File No. 333-168485) filed with the Securities and Exchange Commission (the “SEC”) on August 3, 2010, which Registration Statement the SEC declared effective on August 9, 2010 (the “Registration Statement”).
We have filed this Post-effective Amendment No. 1 to remove from registration: (1) all of the Registered Securities registered under the Registration Statement that remain unsold as of the date of this Post-effective Amendment No. 1; and (2) the 15,000,000 shares of common stock that are registered for resale by the Selling Stockholder under the Registration Statement but that have not been sold. Therefore, we hereby respectfully request that the Securities and Exchange Commission remove from registration: (1) those Registered Securities that were registered pursuant to the Registration Statement and remain unsold thereunder; and (2) the 15,000,000 shares of common stock that are registered for resale by the Selling Stockholder under the Registration Statement but that have not been sold. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such shares. As a result of this deregistration, no securities remain registered for sale pursuant to the Registration Statement.
| Item 16. | Exhibits | |
| Exhibit Number | Exhibit Description | |
| * 24.1 | Power of Attorney |
* Filed herewith.
Signatures
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form S-3 and has duly caused this Post-effective Amendment No. 1 to this Registration Statement to be signed on its behalf by the undersigned in the City of Dublin, Ohio, on August 30, 2012.
| Navidea Biopharmaceuticals, Inc. | ||
| By: | /s/ Brent L. Larson | |
| Brent L. Larson, Senior Vice President, Chief Financial Officer, Treasurer and Secretary | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | |
| * Mark J. Pykett | President, Chief Executive Officer | August 30, 2012 | |
| Mark J. Pykett, Ph.D. |
and Director (principal executive officer) |
||
| /s/ Brent L. Larson | Senior Vice President, Chief | August 30, 2012 | |
| Brent L. Larson |
Financial Officer, Treasurer and Secretary (principal financial officer and principal accounting officer) |
||
| * Gordon A. Troup | Chairman of the Board of | August 30, 2012 | |
| Gordon A. Troup | Directors | ||
| * Peter F. Drake | Director | August 30, 2012 | |
| Peter F. Drake, Ph.D. | |||
| * Brendan A. Ford | Director | August 30, 2012 | |
| Brendan A. Ford | |||
| Director | |||
| Jess E. Jones, M.D. | |||
| * Eric K. Rowinsky | Director | August 30, 2012 | |
| Eric K. Rowinsky, M.D. |
| * By: | /s/ Brent L. Larson | |
| Brent L. Larson, attorney-in-fact for each of the persons indicated | ||