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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July
24, 2009
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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
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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.)
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))
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.
Effective July 24, 2009, Neoprobe
Corporation (the “Company”) entered into a Securities Amendment and Exchange
Agreement (the “Amendment Agreement”) with Platinum-Montaur Life Sciences, LLC
(“Montaur”), pursuant to which Montaur agreed to the amendment and restatement
of the terms of the Company’s: (a) 10% Series A Convertible Senior Secured
Promissory Note issued to Montaur on December 26, 2007, as amended (the “Series
A Note”); (b) 10% Series B Convertible Senior Secured Promissory Note issued to
Montaur on April 16, 2008 (the “Series B Note,” and together with the Series A
Note the “Notes”); (c) Series W Warrant issued to Montaur on December 26, 2007,
as amended (the “Series W Warrant”); (d) Series X Warrant issued to Montaur on
April 16, 2008 (the “Series X Warrant”); (e) Series Y Warrant issued to Montaur
on December 5, 2008 (the “Series Y Warrant,” and together with the Series W
Warrant and Series X Warrant the “Warrants”); and (f) Series A 8% Cumulative
Convertible Preferred Stock (the “Preferred Stock”), to remove price-based
anti-dilution adjustment provisions that have created a significant non-cash
derivative liability on the Company’s balance sheet. Upon the surrender of the
Notes and Warrants, the Company issued to Montaur: (a) the Company’s Amended and
Restated 10% Series A Convertible Senior Secured Promissory Note in the
principal amount of $7,000,000, due December 26, 2011 (the “Amended Series A
Note”); (b) the Company’s Amended and Restated 10% Series B Convertible Senior
Secured Promissory Note in the principal amount of $3,000,000, due December 26,
2011 (the “Amended Series B Note,” and together with the Amended Series A Note
the “Amended Notes”); (c) the Company’s Amended and Restated Series W
Warrant to purchase shares of common stock of the Company (the “Amended Series W
Warrant”); (d) the Company’s Amended and Restated Series X Warrant to purchase
shares of common stock of the Company (the “Amended Series X Warrant”); and (e)
the Company’s Amended and Restated Series Y Warrant to purchase shares of common
stock of the Company (the “Amended Series Y Warrant,” and together with the
Amended Series W Warrant and Amended Series X Warrant the “Amended
Warrants”).
Pursuant to the terms of the Amendment
Agreement, Montaur further agreed to exercise the Amended Series Y Warrant for 6
million shares of the common stock of the Company. The exercise of the Amended
Series Y Warrant will occur in two tranches. The Company has received payment of
$1.6 million in exchange for the exercise of the first tranche of 2,844,319
shares, and will receive an additional $1.85 million in consideration for the
exercise of the second tranche of 3,155,681 shares. The Amendment Agreement
provides that Montaur shall exercise the second tranche no later than September
30, 2009. The full exercise of the Amended Series Y Warrant will provide the
Company with a total of $3.45 million in gross proceeds. The Company
and Montaur also agreed to amend the Series A Note to grant Montaur conversion
rights with respect to the $3.5 million portion of the Series A Note that was
previously unconvertible. The newly convertible $3.5 million portion of the
Series A Note is convertible into 3.6 million shares of common stock at a
conversion price of $0.9722 per share. The amended conversion terms of the
Series A Note are reflected in the Amended Series A Note delivered in connection
with the Amendment Agreement. Additionally, in consideration for the agreement
of Montaur to enter into the Amendment Agreement, the Company issued to Montaur
a Series AA Warrant to purchase 2,400,000 shares of common stock of the Company
at an exercise price of $0.97 per share (the “Series AA
Warrant”). The Company also agreed to pay to WBB Securities, LLC 6%
of the gross proceeds received by the Company from exercise of the Amended
Series Y Warrant in consideration for assistance provided in structuring the
transaction, payable as the proceeds are received.
The foregoing description of the terms
of the Amendment Agreement, the Amended Notes, the Amended Warrants and the
Series AA Warrant (collectively, the “Transaction Documents”), is qualified in
its entirety by reference to the full text of each of the Transaction Documents,
copies of which are attached hereto, and each of which is incorporated herein in
its entirety by reference.
Item
3.02. Unregistered Sale of Equity Securities.
The contents of Item 1.01 are
incorporated by reference into this item. The securities issued pursuant to the
Amendment Agreement were offered and sold to an investor 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 investor 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
3.03. Material Modification to Rights of Security
Holders.
The contents of Item 1.01
are incorporated by reference into this item. In accordance with the
provisions of the Amendment Agreement, the Company amended the terms of the
Preferred Stock by the filing of the Second Amended and Restated Certificate of
Designations, Voting Powers, Preferences, Limitations, Restrictions, and
Relative Rights of the Preferred Stock (the “Second Amended Certificate of
Designations”) with the Delaware Secretary of State on July 27, 2009. The Second Amended
Certificate of Designations became effective on July 27,
2009.
The foregoing description of the Second
Amended Certificate of Designations is qualified in its entirety by reference to
the full text of the Second Amended Certificate of Designations, a copy of which
is attached hereto
and which is incorporated herein in its entirety by
reference.
Item
5.03 Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The contents of Item 1.01 and Item 3.03
are incorporated by reference into this Item 5.03.
Item
8.01. Other Events.
On July 27, 2009, the Company issued a
press release announcing that pursuant to the terms of the Amendment Agreement
Montaur had agreed to: (1) exercise all 6 million of its Class Y warrants, which
had an expiration date of December 5, 2013, to purchase shares of common stock
of the Company; (2) amend the Series A Note to grant Montaur conversion rights
with respect to the $3.5 million portion of the Series A note that was
previously unconvertible; and (3) remove the price-based anti-dilution
adjustment provisions of the Notes, Preferred Stock and Warrants. A copy of the complete
text of the Company’s July 27, 2009, press release is furnished as Exhibit 99.1
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.
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Exhibit
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Number
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Exhibit
Description
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4.1
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*
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Neoprobe
Corporation Second Amended and Restated Certificate of Designations,
Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights
of Series A 8% Cumulative Convertible Preferred Stock.
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10.1
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*
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Securities
Amendment and Exchange Agreement, dated July 24, 2009, by and between
Neoprobe Corporation and Platinum-Montaur Life Sciences,
LLC.
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10.2
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*
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Amended
and Restated Neoprobe Corporation 10% Series A Convertible Senior Secured
Promissory Note in the principal amount of $7,000,000, due December 26,
2011.
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10.3
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*
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Amended
and Restated 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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*
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Amended
and Restated Series W Warrant to Purchase Shares of Common Stock of
Neoprobe Corporation.
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10.5
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*
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Amended
and Restated Series X Warrant to Purchase Shares of Common Stock of
Neoprobe Corporation.
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10.6
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*
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Amended
and Restated Series Y Warrant to Purchase Shares of Common Stock of
Neoprobe Corporation.
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10.7
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*
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Series
AA Warrant to Purchase Shares of Common Stock of Neoprobe
Corporation.
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99.1
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*
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Neoprobe Corporation
press release dated July 27, 2009, entitled “Neoprobe to Receive
$3.5 Million from Montaur Warrant
Exercise.”
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*Filed
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:
July 29, 2009
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By:
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/s/ Brent L. Larson
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Brent
L. Larson, Vice President, Finance and
Chief
Financial Officer
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