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) December 26, 2007

NEOPROBE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware		0-26520		31-1080091
(State or other jurisdiction		(Commission		(IRS Employer
of incorporation)		File Number)		Identification No.)
425 Metro Place North, Suite 300, Columbus, Ohio				43017
(Address of principal executive offices)				(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 December 26, 2007, Neoprobe Corporation (“Neoprobe”) entered into a Securities Purchase Agreement (the “Platinum Purchase Agreement”) with Platinum-Montaur Life Sciences, LLC (the “Purchaser”), pursuant to which Neoprobe issued the Purchaser: (1) a 10% Series A Convertible Senior Secured Promissory Note in the principal amount of $7,000,000, due December 26, 2011 (the “Series A Note”); and (2) a five-year warrant to purchase 6,000,000 shares of Neoprobe’s common stock, par value $.001 per share (“Common Stock”), at an exercise price of $0.32 per share (the “Series W Warrant”). Additionally, pursuant to the terms of the Platinum Purchase Agreement: (1) upon commencement of the Phase 3 clinical studies of Lymphoseek® (a proprietary radioactive lymphatic mapping targeting agent being developed by Neoprobe for use with hand held gamma detection devices, such as Neoprobe’s neo2000® system), Neoprobe will issue the Purchaser a 10% Series B Convertible Senior Secured Promissory Note, due December 26, 2011 (the “Series B Note,” and hereinafter referred to collectively with the Series A Note as the “Platinum Notes”), and a five-year warrant to purchase an amount of Common Stock equal to the number of shares into which the Purchaser may convert the Series B Note, at an exercise price of 115% of the conversion price of the Series B Note (the “Series X Warrant”), for an aggregate purchase price of $3,000,000; and (2) upon completion of enrollment of 200 patients in the Phase 3 clinical studies of Lymphoseek, Neoprobe will issue to the Purchaser 3,000 shares of its 8% Series A Cumulative Convertible Preferred Stock (the “Preferred Stock”) and a five-year warrant to purchase an amount of Common Stock equal to the number of shares into which the Purchaser may convert the Preferred Stock, at an exercise price of 115% of the conversion price of the Preferred Stock (the “Series Y Warrant,” and hereinafter referred to collectively with the Series W Warrant and Series X Warrant as the “Platinum Warrants”), also for an aggregate purchase price of $3,000,000.

     The Series A Note bears interest at a rate per annum equal to 10%, and is partially convertible at the option of the Purchaser into Common Stock at a price of $0.26 per share. Upon issuance the Series B Note will also bear interest at a rate per annum equal to 10%, and the Purchaser will have the right to convert the Series B Note into Common Stock at a price equal to the lesser of $0.40 and the closing price of the Common Stock on the issuance date of the Series B Note. Pursuant to the provisions of the Certificate of Designations, Voting Powers, Preferences, Limitations, Restrictions, and Relative Rights of Series A 8% Cumulative Convertible Preferred Stock (the “Certificate of Designations”), the Purchaser may convert all or any portion the shares of Preferred Stock into a number of shares of Common Stock equal to the quotient of: (1) the Liquidation Preference Amount of the shares of Preferred Stock by (2) the Conversion Price then in effect for the Preferred Stock. Per the Certificate of Designations, the “Liquidation Preference Amount” is equal to $1,000 per share of Preffered Stock, and the “Conversion Price” is equal to the lesser of $0.50 and the closing price of the Common Stock on the issuance date of the Preferred Stock, subject to adjustment as described in the Certificate of Designations.

     Pursuant to the terms of a Registration Rights Agreement, dated December 26, 2007, between Neoprobe and the Purchaser (the “Rights Agreement”), Neoprobe has agreed to file a registration statement with the Securities and Exchange Commission registering the shares of Common Stock underlying the Notes, the Preferred Stock and the Warrants, no later than 35 days following the closing. Additionally, in connection with the Purchase Agreement, Neoprobe entered into: (1) a Security Agreement, dated December 26, 2007, between Neoprobe and the Purchaser (the “Platinum Security Agreement”); and (2) a Patent, Trademark, and Copyright Security Agreement, dated December 26, 2007, by and among Neoprobe, Cardiosonix Ltd., Cira Biosciences Inc. and the Purchaser (the “IP Security Agreement”), pursuant to which Neoprobe has granted the Purchaser a security interest in all of the property and assets of Neoprobe and Neoprobe’s subsidiaries to secure Neoprobe’s obligations under the Platinum Notes and all other transaction agreements. The Security Agreement and IP Security Agreement contain covenants, remedies and other provisions as are customary for agreements of such type.

     The foregoing description of the terms of the Purchase Agreement, the Platinum Notes, the Platinum Warrants, the Certificate of Designations, the Rights Agreement, the Platinum Security Agreement, and the IP Security Agreement (collectively, the “Purchase Transaction Documents”), is qualified in its entirety by reference to the full text of each of the Purchase Transaction Documents, copies of which are attached hereto, and each of which is incorporated herein in its entirety by reference.

     Pursuant to the terms of a 10% Convertible Note Purchase Agreement, dated July 3, 2007, between the Company and David C. Bupp, the Company’s President and Chief Executive Officer, Cynthia B. Gochoco and Walter H. Bupp (the “Bupp Purchase Agreement”), the Company issued to Messrs. Bupp and Ms. Gochoco, as joint tenants with right of survivorship (the “Bupp Investors”), a 10% Convertible Note in the principal amount of $1,000,000, due July 8, 2008 (the “Bupp Note”). In connection with the Platinum Purchase Agreement, the Purchaser requested that the term of the Bupp Note be extended until at least one day following the maturity date of the Platinum Notes. In consideration for the Bupp Investors agreement to extend the term of the Bupp Note pursuant to an Amendment to the Bupp Purchase Agreement, dated December 26, 2007 (the “Amendment to Bupp Purchase Agreement”), Neoprobe agreed to: (1) provide security for the obligations evidenced by the Amended 10% Convertible Note in the principal amount of $1,000,000, due December 31, 2011, executed by the Company in favor of the Bupp Investors (the “Amended Bupp Note”), pursuant to the terms of a Security Agreement, dated December 26, 2007, by and between Neoprobe and the Bupp Investors (the “Bupp Security Agreement”); and (2) issue to the Bupp Investors a warrant to purchase 500,000 shares of Common Stock, at an exercise price of $0.32 per share (the “Series V Warrant”).

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