Unassociated Document
Neoprobe
Corporation
425 Metro
Place North, Suite 300
Dublin,
Ohio 43017-1367
December
16, 2009
Via
EDGAR
Securities
and Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
|
Re:
|
Neoprobe
Corporation
Withdrawal
of Post-Effective Amendment No. 2 to Registration Statement on Form
S–1filed September 17, 2009 (File No.
333–150650)
|
Ladies
and Gentlemen:
In
accordance with Rule 477 under the Securities Act of 1933, as amended, Neoprobe
Corporation (the “Registrant”) hereby respectfully requests the immediate
withdrawal of Post-Effective Amendment No. 2 (the “Post-Effective Amendment”),
filed on September 17, 2009, to the above-referenced Registration Statement on
Form S–1 (File No. 333–150650), together with all exhibits
thereto. No securities were sold under the Post-Effective
Amendment.
The
Registrant is making this request in compliance with instructions received from
the United States Securities and Exchange Commission Division of Corporation
Finance in anticipation of the filing of: (1) a new Post-Effective Amendment No.
2 to the above referenced Registration Statement to deregister the shares of the
Registrant’s common stock (“Common Stock”) registered thereunder which underlie
convertible securities surrendered to the Company (the “Surrendered Securities”)
by Platinum-Montaur Life Sciences, LLC (the “Holder”) pursuant to the Securities
Amendment and Exchange Agreement, dated July 24, 2009, between the Registrant
and the Holder (the “Amendment Agreement”); and (2) a new Registration Statement
on Form S-1 covering the resale by the Holder of shares of Common Stock
underlying convertible securities issued to the Holder pursuant to the Amendment
Agreement in exchange for the Surrendered Securities.
We
appreciate your assistance, and should you need any additional information,
please feel free to contact William J. Kelly, Jr. at 614-227-2316, or Brett P.
Thornton at 614-227-2194, of Porter Wright Morris & Arthur, LLP. Please send
copies of the written order granting withdrawal of the Post-Effective Amendment
to Brent L. Larson at the above mentioned address, facsimile number (614)
793-7520, with a copy to Brett P. Thornton, Porter Wright Morris & Arthur,
LLP, 41 S. High Street, Suite 2800, Columbus, Ohio 43215, facsimile number (614)
227-2100.
Sincerely,
NEOPROBE
CORPORATION
By: /s/ Brent L.
Larson
Brent L.
Larson
Vice
President, Finance and Chief Financial Officer