Benzinga | Aug 10, 2020 07:42AM EDT

Navidea Biopharmaceuticals Signs Binding Framework For Commercialization Partnership With Jubilant Radiopharma

Company also Secures $25 Million of Committed Financing

Navidea Biopharmaceuticals, Inc. (NYSE:NAVB) ("Navidea" or the "Company"), a company focused on the development of precision immunodiagnostic agents and immunotherapeutics, is pleased to announce that it has signed a binding memorandum of understanding ("MOU") with Jubilant Draximage Inc. dba Jubilant Radiopharma, Radiopharmaceuticals Division ("Jubilant"). The MOU outlines the terms and framework for an Exclusive License and Distribution Agreement ("ELDA") for Navidea's Rheumatoid Arthritis Diagnostic in the United States, Canada, Mexico, and Latin America.

In connection with the MOU, Jubilant made a $1 million equity investment in exchange for a limited exclusivity period while final due diligence efforts are completed. The investment was priced "at the market", which was the closing price of Navidea's common stock on the NYSE American immediately preceding the investment.

The MOU outlines certain terms that are expected to be included in the ELDA, including:

* Jubilant to provide Navidea with an additional $19 million in the form of stock purchases and license fees, subject to the achievement of certain milestones, to be used to fund Navidea's upcoming NAV3-32 (Phase 2B) and NAV3-33 (Phase 3) trials.

* Jubilant will pay license fees and sales-based royalties to Navidea based on revenue generated from the sale of Navidea's Rheumatoid Arthritis Diagnostic in the licensed territory.

* Jubilant will serve as the exclusive commercial and distribution partner for Navidea's Rheumatoid Arthritis Diagnostic in the United States, Canada, Mexico, and Latin America. Jubilant will be responsible for all commercialization efforts within the licensed territory.

The execution of the ELDA is subject to certain conditions, including Jubilant's completion of due diligence.

Navidea also announced that on August 9, 2020, it signed a binding commitment letter with Mastiff Group LLC, for a private placement financing of up to $25 million in aggregate gross proceeds of shares of Navidea's common stock. Shares will be priced either "at the market" or at a premium to Navidea's closing price on the date of execution (the "Private Placement Financing"). Navidea expects to sign definitive documents for a common stock only transaction, with an investor syndicate comprised of Mastiff Group LLC, John Kim Scott, Jr. and other fundamental biotech focused investors no later than August 18, 2020, with the closing to take place within 15 business days thereafter. The closing will be subject to the approval by the NYSE American of the Company's additional listing application and other customary closing conditions.

"We're excited about the prospect of this partnership with Jubilant and the support of our investors through the committed financing" said Jed Latkin, CEO of Navidea. "The combination of Jubilant's large nuclear medicine footprint and commitment to expand its penetration in the radio-diagnostics market makes them the ideal partner for our Rheumatoid Arthritis diagnostic. Execution of the ELDA will be a monumental step for our company, and we are pleased to have a strengthened balance sheet as we move forward."

The securities to be sold in the private placement have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or applicable state securities laws, and accordingly may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of Navidea's securities. No offer, solicitation or sale will be made in any state or other jurisdiction in which such offering, solicitation or sale would be unlawful.