formsc13g.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No __)
Neoprobe Corporation
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
640518106
(CUSIP Number)
July 24, 2009
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
£ Rule 13d-1(b)
T Rule 13d-1(c)
£ Rule 13d-1(d)
CUSIP No. 640518106
(1) Names of Reporting Persons. I.R.S. Identification Nos. of Above Persons (entities only).
Platinum-Montaur Life Sciences, LLC
(2) Check the Appropriate Box if a Member of a Group (See Instructions).
(a) £
(b) £
(3) SEC Use Only.
(4) Citizenship or Place of Organization.
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
(5) Sole Voting Power: 6,957,708
(6) Shared Voting Power: 0
(7) Sole Dispositive Power: 6,957,708
(8) Shared Dispositive Power: 0 |
(9) Aggregate Amount Beneficially Owned by Each Reporting Person.
6,957,708 shares of common stock
(10) Check if the Aggregate Amount in Row 9 Excludes Certain Shares. [X] See Item 4(a) below.
(11) Percent of Class Represented by Amount in Row 9.
9.6%
(12) Type of Reporting Person (See Instructions).
OO
Item 1.
(a) Name of Issuer.
Neoprobe Corporation
(b) Address of Issuer's Principal Executive Offices.
425 Metro Place North, Suite 300, Dublin, Ohio 43017-1367
Item 2.
(a) Name of Person Filing.
Platinum-Montaur Life Sciences, LLC
(b) Address or Principal Business Office or, if none, Residence.
152 West 57th Street, 54th Floor
New York, NY 10019
(c) Citizenship or Place of Organization.
Delaware
(d) Title of Class of Securities.
Common Stock, par value $0.01 per share
(e) CUSIP No.
640518106
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a) |
£ Broker or dealer registered under section 15 of the Act. |
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(b) |
£ Bank as defined in Section 3(a)(6) of the Act. |
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(c) |
£ Insurance company as defined in Section 3(a)(19) of the Act. |
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(d) |
£ Investment company registered under section 8 of the Investment Company Act of 1940. |
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(e) |
£ An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); |
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(f) |
£ An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); |
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(g) |
£ A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); |
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(h) |
£ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
£ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940; |
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(j) |
£ Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
Item 4. Ownership.
(a) Amount Beneficially Owned: 6,957,708 shares of common stock
The number of shares beneficially owned includes 3,155,681 shares of common stock issuable upon exercise of a Series Y Warrant issued to the Reporting Person on December 5, 2008 (the “Series Y Warrant”) to be exercised on or before September 30, 2009.
The number of shares beneficially owned excludes:
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17,061,538 shares of common stock issuable upon conversion of a 10% Series A Convertible Senior Secured Promissory Note issued to the Reporting Person on December 26, 2007, as amended (the “Series A Note”); |
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8,333,333 shares of common stock issuable upon conversion of a 10% Series B Convertible Senior Secured Promissory Note issued to the Reporting Person on April 16, 2008 (the “Series B Note”); |
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6,000,000 shares of common stock issuable upon conversion of Series A 8% Cumulative Convertible Preferred Stock (the “Preferred Stock”); |
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6,000,000 shares of common stock issuable upon exercise of a Series W Warrant issued to the Reporting Person on December 26, 2007, as amended (the “Series W Warrant”); |
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8,333,333 shares of common stock issuable upon exercise of a Series X Warrant issued to the Reporting Person on April 16, 2008 (the “Series X Warrant”); and |
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2,400,000 shares of common stock issuable upon exercise of a Series AA Warrant issued to the Reporting Person on July 24, 2009 (the “Series AA Warrant”). |
The Certificates of Designation of the Preferred Stock, the Series A Note, the Series B Note, the Series W Warrant, the Series X Warrant and the Series AA Warrant each provide that the holder of shares of the Preferred Stock, the Series A Note, the Series B Note, the Series W Warrant, the Series X Warrant and the Series
AA Warrant, respectively, may not convert any of the preferred stock or notes or exercise any of the warrants to the extent that such conversion or exercise would result in the holder and its affiliates together beneficially owning more than 4.99% or 9.99% of the outstanding shares of Common Stock, except on 61 days’ prior written notice to the issuer that the holder waives such limitation. Effective September 23, 2009, the 4.99% limitation, however, does not apply to shares of Common Stock issued
as a dividend on the Preferred Stock or shares of Common Stock issued as interest on the Series A Note or the Series B Note.
(b) Percent of class: 9.6%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote: 6,957,708
(ii) Shared power to vote or to direct the vote: 0
(iii) Sole power to dispose or to direct the disposition of: 6,957,708
(iv) Shared power to dispose or to direct the disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ ].
Item 6. Ownership of More than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing
of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. N/A
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule
13d-1(d), attach an exhibit stating the identification of the relevant subsidiary. N/A
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to Rule 13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group. N/A
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. N/A
Item 10. Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: August 17, 2009
PLATINUM-MONTAUR LIFE SCIENCES, LLC
By: /s/ MICHAEL GOLDBERG
Name: Michael Goldberg
Title: Principal
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