1 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: SEPTEMBER 7, 2001 NEOPROBE CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Delaware 0-26520 31-1080091 ------------------ --------------------- ------------- (STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER JURISDICTION OF IDENTIFICATION INCORPORATION OR NUMBER) ORGANIZATION) 425 Metro Place North, Suite 300 Columbus, Ohio 43017 (614) 793-7500 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER INCLUDING AREA CODE OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) Not Applicable (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT) 2 ITEM 5. OTHER EVENTS. On September 7, 2001, Neoprobe Corporation issued a news release regarding its entering into a Memorandum of Understanding with Biosonix, Ltd. and its shareholders for the acquisition of all of the outstanding shares of Biosonix, Ltd. The information contained in the news release, which is attached as Exhibit 99(a) to this report, 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 limited revenues, accumulated deficit, future capital needs, uncertainty of capital funding, dependence on limited product line and exclusive distributor, uncertainty of market acceptance, competition, limited marketing and manufacturing experience, and other risks detailed in the Company's most recent Annual Report on Form 10-KSB and other Securities and Exchange Commission filings. The Company undertakes no obligation to publicly update or revise any forward-looking statements ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. 99(a) News release of Neoprobe Corporation dated September 7, 2001. 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. NEOPROBE CORPORATION Date: September 11, 2001 By: /s/ David C. Bupp -------------------------------------- David C. Bupp Chief Executive Officer and President 3 EXHIBIT INDEX Exhibit No. Description Exhibit 99(a) * News release of Neoprobe Corporation dated September 7, 2001. ------------------------- * Filed with this report.