On November 27, 2012, Navidea Biopharmaceuticals, Inc. (the "Company") entered into a Securities Exchange Agreement (the "Exchange Agreement") with Platinum Partners Value Arbitrage Fund, L.P. ("Platinum"), pursuant to which Platinum sold, transferred and delivered to the Company 3,001,860 shares of the Company's common stock, $0.001 par value, owned by Platinum (the "Platinum Common Stock"), and, in exchange for the Platinum Common Stock, the Company agreed to issue and deliver to Platinum 918 shares of the Company's Series B Convertible Preferred Stock.

The foregoing description of the terms of the Exchange Agreement is qualified in its entirety by reference to the full text of the Exchange Agreement, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein in its entirety by reference.

The contents of Item 1.01 are incorporated by reference into this item. The shares of the Company's Series B Convertible Preferred Stock issued to Platinum pursuant to the Exchange Agreement were offered and sold to Platinum in a private transaction made in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act of 1933, as amended (the "Act"). Platinum is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Act, and was fully informed regarding the investment. In addition, neither the Company nor anyone acting on its behalf offered or sold the shares of Series B Convertible Preferred Stock by any form of general solicitation or general advertising.

(d) Exhibits.

Exhibit

Number                               Exhibit Description

10.1         Securities Exchange Agreement, dated November 27, 2012, by and
             between Navidea Biopharmaceuticals, Inc. and Platinum Partners Value
             Arbitrage Fund, L.P.