Navidea Biopharmaceuticals - Chapter 11 Asset Purchase Agreement Summary

Asset Purchase Agreement Summary

Parties Involved

• Seller: Navidea Biopharmaceuticals, Inc.
• Purchaser: Cardinal Health 414, LLC (Successful Bidder)
• Back-Up Bidder: John K. Scott, Jr.

Assets Being Sold

• The transaction contemplates the sale of the "Acquired Assets," defined as all of the Seller’s right, title, and interest in assets related to the Acquired Business, free and clear of encumbrances.
• Acquired Assets include:
  • Assigned Contracts listed on the applicable schedule;
  • Inventory, finished goods, bulk drug substances, and raw materials;
  • Tangible assets, including furniture, fixtures, equipment, machinery, and computers;
  • Acquired Intellectual Property and Governmental Authorizations required to conduct the business;
  • Prepaid expenses, credits, and security deposits solely related to the Acquired Assets;
  • Acquired Causes of Action, specifically limited to claims (including Chapter 5 claims) against counterparties to Assigned Contracts or vendors with whom the Purchaser anticipates doing business following the Closing.
• Excluded Assets include:
  • Cash and cash equivalents (unless expressly included);
  • Equity interests in Purchased Subsidiaries (Navidea Biopharmaceuticals Limited and Navidea Biopharmaceuticals Europe Ltd.);
  • Accounts receivable due and payable for products delivered or services performed prior to Closing;
  • Insurance policies and proceeds (except for certain claims resolved prior to Closing);
  • Benefit Plans and assets related thereto;
  • Estate Causes of Action, including any claims against John K. Scott, Jr. or his affiliated entities (including DIP Lender Causes of Action).

Financial Terms of the Sale

• The Purchase Price consists of:
  • A cash payment of $11.95 million, less the Good Faith Deposit;
  • The assumption of Assumed Liabilities; and
  • The payment of all Cure Costs in cash with respect to Assigned Contracts.
• Good Faith Deposit: $1.135 million, previously transmitted to an escrow account.

Liabilities

• Assumed Liabilities include:
  • Obligations under Assigned Contracts becoming due from and after the Closing;
  • Liabilities arising from the ownership/operation of the Acquired Business arising at or after Closing;
  • Accounts payable and trade payables existing at Closing that relate to post-Closing periods;
  • Payroll obligations related to Transferred Employees; and
  • Post-petition trade liabilities incurred in the ordinary course.
• Excluded Liabilities include:
  • Any liabilities resulting from acts, omissions, or circumstances taking place prior to the Closing (other than specific Assumed Liabilities);
  • Liabilities related to the Seller’s equity interests in Purchased Subsidiaries;
  • Taxes attributable to periods ending on or prior to the Closing Date.

Auction and Bidding Process

• An auction was conducted on Jan. 22, 2026.
• Cardinal Health 414, LLC was selected as the Successful Bidder.
• John K. Scott, Jr. was deemed the Back-Up Bidder.
• If the sale to the Purchaser is not consummated, the Debtor may proceed with a transaction with the Back-Up Bidder, subject to filing a Back-Up Bidder Notice and relevant objection periods.

Contract Assumption and Assignment

• The Purchaser will pay applicable Cure Costs at Closing to satisfy requirements under section 365 of the Bankruptcy Code.
• The Purchaser holds the right to designate or remove contracts from the list of Assigned Contracts up until 14 days after the Closing.
• Any contract removed from the list will be deemed an Excluded Asset, with no reduction in Purchase Price.

Post-Closing Arrangements

• DIP Repayment: Within three business days of Closing, the Debtor must indefeasibly repay the DIP Obligations.
• Access to Records: The Purchaser must provide the Seller (and its professionals/successors) reasonable access to books and records for up to six months post-closing to facilitate case administration.
• Transition Assistance: The Purchaser will provide reasonable access to former management of the Acquired Business for up to 12 hours per month for a period not to exceed six months.
• Receivables: If the Purchaser collects funds relating to Excluded Assets (such as pre-closing Accounts Receivable), they must remit such funds to the Seller within five business days.

Key Dates

• Auction Date: Jan. 22, 2026
• Sale Hearing: Jan. 29, 2026
• Sale Order Entry: Jan. 30, 2026
• Closing Date: Expected by the second business day following satisfaction of conditions.
• Outside Date: Feb. 11, 2026 (subject to a potential 60-day extension by Seller with Purchaser consent).