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
Date of Report (Date of earliest event reported) April 16, 2008
NEOPROBE CORPORATION
(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
of incorporation)
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(Commission
File Number)
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(IRS Employer
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) |
Registrant’s telephone number, including area code (614) 793-7500
(Former name or former address, if changed since last report.)
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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 April 16, 2008, Neoprobe Corporation (“Neoprobe”) and Platinum-Montaur Life Sciences, LLC
(the “Purchaser”), entered into an Amendment and Waiver for Securities Purchase Agreement (the
“Amendment and Waiver”) pursuant to which: (1) the Purchaser agreed to waive certain conditions
precedent to the “Second Closing” described in Section 2.2(b) of the Securities Purchase Agreement,
dated as of December 26, 2007, by and between Neoprobe and the Purchaser (the “Purchase
Agreement”), and as set forth in Section 6.2(i) of the Purchase Agreement; and (2) Neoprobe and the
Purchaser agreed that the “Second Closing” would take place on April 16, 2008. In connection with
the Second Closing, Neoprobe issued the Purchaser: (1) a 10% Series B Convertible Senior Secured
Promissory Note in the principal amount of $3,000,000, due December 26, 2011 (the “Series B Note”);
and (2) a five-year warrant to purchase 8,333,333 shares of Neoprobe’s common stock, par value
$.001 per share (“Common Stock”), at an exercise price of $0.46 per share (the “Series X Warrant”).
The Series B Note bears interest at a rate per annum equal to 10%, and is convertible at the option
of the Purchaser into Common Stock at a price of $0.36 per share.
Pursuant to the terms of the Amendment and Waiver, Neoprobe and the Purchaser also agreed to:
(1) waive the provisions of Section 2.1(b) of the Purchase Agreement which provided for the
establishment of the conversion price of the Series B Note and the exercise price of the Series X
Warrant as set forth in the forms attached as Exhibit H and Exhibit J to the Purchase Agreement;
(2) fix the conversion price of the Series B Note and the exercise price of the Series X Warrant as
set forth in the final forms attached as Exhibit A and Exhibit B to the Amendment and Waiver; and
(3) amend the conditions precedent to the “Third Closing” described in Section 2.2(c) of the
Purchase Agreement.
In connection with the Second Closing, Neoprobe and the Purchaser also entered into a Second
Amendment, effective April 16, 2008 (the “Registration Rights Amendment”), to the Registration
Rights Agreement between Neoprobe and the Purchaser, dated December 26, 2007, as amended by the
Amendment to Registration Rights Agreement, dated February 7, 2008. Pursuant to the terms of the
Registration Rights Amendment, Neoprobe agreed to file a registration statement with the United
States Securities and Exchange Commission (the “Commission”) on or before May 1, 2008, providing
for the resale of: (i) the shares of Common Stock issuable upon conversion of the Series B Note;
(ii) the shares of Common Stock issuable upon exercise of the Series X Warrant and the Series W
Warrant for the purchase 6,000,000 shares of Common Stock, at an exercise price of $0.32 per share,
issued to the Purchaser pursuant to the Purchase Agreement (the “Series W Warrant”); and (iii)
3,500,000 shares of Common Stock issuable as interest on the Series B Note, and the 10% Series A
Convertible Senior Secured Promissory Note in the principal amount of $7,000,000, due December 26,
2011 (the “Series A Note”), issued to the Purchaser pursuant to the Purchase Agreement.
Additionally, the Registration Rights Amendment provides that (1) within thirty-five (35) days
following the “Third Closing Date” (as that term is defined in the Purchase Agreement) Neoprobe
shall prepare and file with the Commission an additional registration statement providing for the
resale of: (i) the shares of Common Stock issuable upon the conversion of the 8% Series A
Cumulative Convertible Preferred Stock (the “Preferred Stock”) issued to the Purchaser pursuant to
the Purchase Agreement; (ii) the shares of Common Stock issuable upon exercise of the Series Y
Warrant issued to the Purchaser pursuant to the Purchase Agreement; and (iii) shares of Common
Stock issuable as dividends on the Preferred Stock; and (2) within thirty-five (35) days of receipt
of the written request of the Purchaser therefore, Neoprobe shall prepare and file with the
Commission an additional registration statement providing for the resale of the shares of Common
Stock issuable upon the conversion of the Series A Note.
On April 16, 2008, Neoprobe and the Purchaser also entered into a Second Amendment to 10%
Series A Senior Secured Convertible Promissory Note (the “Series A Note Amendment”) which amends
the description of the event of default contained in Section 2.1(j) of the original Series A Note
for consistency with the description of the “Events of Default” contained in the amended form of
Series B Note.
The foregoing description of the terms of the Amendment and Waiver, the Series B Note, the
Series X Warrant, the Amended Registration Rights Amendment, and the Series A Note Amendment
(collectively, the “Second Closing Documents”), is qualified in its entirety by reference to the
full text of each of the Second Closing Documents, copies of which are included as Exhibits to this
Report.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The contents of Item 1.01 are incorporated by reference into this item.
Item 3.02. Unregistered Sale of Equity Securities.
The contents of Item 1.01 are incorporated by reference into this item. The Series B Note and
Series X Warrant were offered and sold to the Purchaser in a private transaction made in reliance
upon exemptions from registration pursuant to
Section 4(2) under the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder.
The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D and was fully
informed regarding the investments. In addition, neither Neoprobe nor anyone acting on its behalf
offered or sold these securities by any form of general solicitation or general advertising.
Neoprobe agreed to pay an investment banking firm, WBB Securities Ltd., a fee of six percent (6%)
of the gross proceeds received by Neoprobe in connection with the transaction.
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Item 8.01. Other Events.
On April 16, 2008, Neoprobe issued a press release announcing that it has been informed by the
United States Food and Drug Administration (the “FDA”) of the FDA’s agreement with its plan to
commence patient enrollment in a Phase 3 multi-center clinical study to evaluate Lymphoseek®, a
lymphatic tissue targeting agent being developed by Neoprobe. The agreement for Neoprobe to
commence enrollment follows the FDA’s review of Neoprobe’s response to information requested by the
FDA related to prior submissions by Neoprobe regarding the chemistry, manufacturing, control and
prior clinical testing of Lymphoseek. Neoprobe intends to enroll approximately two hundred (200)
patients at up to twenty-five cancer treatment centers in the United States and Europe under the
amended Phase 3 protocol. A copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
Neoprobe issued an additional press release on April 16, 2008, announcing that concurrent with
the authorization by the FDA to commence patient enrollment in a Phase 3 multi-center clinical
study of Lymphoseek, Neoprobe had completed the second closing of $3,000,000 in financing committed
to by Platinum-Montaur Life Sciences, LLC, in December of 2007. A copy of the press release is
attached hereto as Exhibit 99.2 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 Description |
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10.1
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Amendment and Waiver for Securities Purchase Agreement, dated April 16, 2008, between Neoprobe
Corporation and Platinum-Montaur Life Sciences, LLC. |
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10.2
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Second Amendment to Registration Rights Agreement, dated April 16, 2008, between Neoprobe
Corporation and Platinum-Montaur Life Sciences, LLC. |
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10.3
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Neoprobe Corporation 10% Series B Convertible Senior Secured Promissory Note in the principal
amount of $3,000,000, due December 26, 2011. |
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10.4
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Series X Warrant to Purchase Shares of Common Stock of Neoprobe Corporation. |
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10.5
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Second Amendment to 10% Series A Senior Secured Convertible Promissory Note, dated April 16,
2008, between Neoprobe Corporation and Platinum-Montaur Life Sciences, LLC. |
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99.1
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Neoprobe Corporation press release dated April 16, 2008, entitled “Neoprobe Receives
Regulatory Clearance for Lymphoseek Clinical Study.” |
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99.2
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Neoprobe Corporation press release dated April 16, 2008, entitled “Neoprobe Receives $3
Million In Clinical Funding.” |
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