UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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November 7,
2010
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NEOPROBE CORPORATION
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(Exact
name of registrant as specified in its
charter)
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Delaware
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0-26520
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31-1080091
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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425 Metro Place North, Suite 300, Columbus,
Ohio
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43017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(614)
793-7500
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(Former
name or former address, if changed since last
report.)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
¨ Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry into a Material Definitive Agreement.
On
November 7, 2010, Neoprobe Corporation, a Delaware corporation (the “Company”),
entered into a letter agreement (the “Engagement Letter”) with Rodman &
Renshaw, LLC, as placement agent (the “Placement Agent”), relating to a proposed
offering of securities of the Company. A copy of the Engagement Letter is
attached hereto as Exhibit 1.1 and incorporated herein by
reference.
On
November 7, 2010, the Company entered into a Securities Purchase Agreement among
the Company and each Purchaser identified on the signature pages thereto (the
“Purchase Agreement”). A copy of the form of the Purchase Agreement is attached
hereto as Exhibit 10.1 and incorporated herein by reference. Pursuant to the
Purchase Agreement, the Company agreed to issue to the Purchasers in a
registered offering (the “Offering”) (1) 3,157,896 shares of the Company’s
common stock, $0.001 par value (“Common Stock”), at a price of $1.90 per share,
for gross proceeds of $6,000,002, and (2) two series of warrants, the Series CC
warrants and Series DD Warrants, to purchase up to an aggregate of 3,157,896
shares of Common Stock, at a price of $2.11 per share (111% of the price per
share of the common stock issued in the Offering). The Series CC warrants will
be exercisable for up to 1,578,948 shares of common stock, with an expiration
date of 12 months following the date of issuance. The Series DD
warrants will be exercisable for up to 1,578,948 shares of common stock, with an
expiration date of 24 months from the date of issuance. Upon
exercise in full of Series CC warrants and Series DD warrants at a price of
$2.11 per share, the Company would receive gross proceeds of
$6,663,161. Copies of the form of Series CC warrant, and form of
Series DD warrant (collectively, the “Purchaser Warrants”), are attached hereto
as Exhibits 10.2 and 10.3, respectively.
The
Common Stock and Purchaser Warrants issued in the Offering, and the shares of
Common Stock issuable upon exercise of the Purchaser Warrants, were offered and
sold by the Company under its registration statement on Form S-3 (File No.
333-168485)(the “Registration Statement”), as supplemented by the prospectus
supplement dated November 7, 2010, as filed with the Securities and Exchange
Commission on November 9, 2010. The Company closed the Offering on November 10,
2010.
As
compensation for the services of the Placement Agent in connection with the
Offering, the Engagement Letter provides that the Company (1) pay a cash fee to
the Placement Agent upon the closing of the Offering equal to 7% of the
aggregate gross proceeds raised in the Offering and (2) issue Series EE warrants
to purchase up to a number of shares of Common Stock equal to 5% of the shares
of Common Stock issued in the offering, or an aggregate of 157,895 shares of
Common Stock, at a price of $2.375 per share, to the Placement Agent (the
“Rodman Warrants”). The Rodman Warrants generally have the same terms
as the Purchaser Warrants, except that the exercise price of the Rodman Warrants
is 125% of the public offering price per share, or $2.375 per share, and the
expiration date of the Rodman Warrants is five years from the effective date of
the Registration Statement, or August 9, 2015. The Rodman Warrants
are being issued pursuant to the exemption from the registration requirements of
the Securities Act of 1933, as amended, set forth in Section 4(2) thereof. A
copy of the form of the Rodman Warrants is attached hereto as Exhibits
10.4.
The above
descriptions of the Engagement Letter, the Purchase Agreement, the Purchaser
Warrants, and the Rodman Warrants, are qualified in their entirety by reference
to Exhibits 1.1, 10.1, 10.2, 10.3 and 10.4 attached hereto.
A copy of
the opinion of Porter, Wright, Morris & Arthur LLP related to the validity
of the issuance and the legality of the Common Stock issued in the Offering, the
Purchaser Warrants, and the shares of Common Stock issuable upon exercise of the
Purchaser Warrants, is attached hereto as Exhibit 5.1.
Item
2.02. Results of Operations and Financial
Condition.
On
November 10, 2010, the Company issued a press release regarding its consolidated
financial results for the third quarter ended September 30, 2010. A
copy of the Company’s November 10, 2010, press release is furnished as Exhibit
99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The
information contained in Item 2.02 of this Current Report on Form 8-K, including
exhibit 99.1 attached hereto, shall not be treated as “filed” for purposes of
the Securities Exchange Act of 1934, as amended.
Item
3.02. Unregistered Sale of Equity Securities.
The
contents of Item 1.01 are incorporated by reference into this item. The Rodman
Warrants issued pursuant to the Engagement Letter were issued to the Placement
Agent 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 Placement Agent is an accredited investor as defined in
Rule 501(a) of Regulation D and was fully informed regarding the
investment. In addition, neither the Company nor anyone acting on its
behalf offered or sold these securities by any form of general solicitation or
general advertising.
Item
8.01. Other Events.
On
November 8, 2010, the Company issued a press release announcing that it had
entered into agreements with institutional investors for a registered direct
offering of (1) approximately 3.2 million shares of Common Stock, at a price of
$1.90 per share, for gross proceeds of $6 million, and (2) two series of
warrants, as further described in Item 1.01 of this Current Report on Form 8-K.
A copy of the
complete text of the Company’s November 8, 2010, press release is filed as
Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by
reference.
Statements
contained or incorporated by reference in this Current Report on Form 8-K which
relate to other than strictly historical facts, such as statements about the
Company’s plans and strategies, expectations for future financial performance,
new and existing products and technologies, and markets for the Company’s
products, are forward-looking statements. The words “believe,”
“expect,” “anticipate,” “estimate,” “project,” and similar expressions identify
forward-looking statements that speak only as of the date
hereof. Investors are cautioned that such statements involve risks
and uncertainties that could cause actual results to differ materially from
historical or anticipated results due to many factors including, but not limited
to, the Company’s continuing operating losses, uncertainty of market acceptance,
reliance on third party manufacturers, accumulated deficit, future capital
needs, uncertainty of capital funding, dependence on limited product line and
distribution channels, competition, limited marketing and manufacturing
experience, and other risks detailed in the Company’s most recent Annual Report
on Form 10-K and other Securities and Exchange Commission
filings. The Company undertakes no obligation to publicly update or
revise any forward-looking statements.
Item
9.01 Financial
Statements and Exhibits.
(d)
Exhibits.
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Exhibit
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Number
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Exhibit Description
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1.1
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*
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Letter
Agreement, dated November 7, 2010, by and between Neoprobe Corporation and
Rodman & Renshaw, LLC.
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5.1
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*
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Opinion
of Porter, Wright, Morris & Arthur LLP.
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10.1
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*
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Securities
Purchase Agreement, dated November 7, 2010, among Neoprobe Corporation and
each purchaser identified on the signature pages thereto.
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10.2
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*
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Form
of Neoprobe Corporation Series CC Common Stock Purchase
Warrant.
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10.3
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*
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Form
of Neoprobe Corporation Series DD Common Stock Purchase
Warrant.
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10.4
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*
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Form
of Neoprobe Corporation Series EE Common Stock Purchase
Warrant.
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99.1
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**
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Neoprobe
Corporation press release dated November 10, 2010, entitled “Neoprobe
Announces Third Quarter 2010 Results.”
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99.2
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*
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Neoprobe
Corporation press release dated November 8, 2010, entitled “Neoprobe Announces
$6 Million Capital
Investment.”
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*Filed
Herewith
**Furnished
Herewith
SIGNATURES
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
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Neoprobe
Corporation
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Date:
November 12, 2010
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By:
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/s/ Brent L. Larson
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Brent
L. Larson, Senior Vice President and Chief Financial
Officer
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