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: APRIL 2, 2003
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)
ITEM 5. OTHER EVENTS.
On April 2, 2003, Neoprobe Corporation, a Delaware corporation (the
"Company"), completed a secured note financing in the aggregate amount of
$500,000 with David C. Bupp, the Company's President and Chief Executive
Officer, and another outside investor (the "Secured Note Financing"). The
Company issued a news release on April 7, 2003, announcing the completion of the
Secured Note Financing. The information contained in the news release, which is
attached as Exhibit 99(a) to this Report, and in the Secured Note Financing
agreements, which are attached as Exhibits 99(b) through 99(i) to this Report,
are 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
April 7, 2003.*
99(b) Senior Secured Note Purchase Agreement,
dated as of March 26, 2003, between Neoprobe
Corporation and David C. Bupp.*
99(c) Senior Note, dated as of April 2, 2003,
payable to David C. Bupp.*
99(d) Convertible Secured Note Purchase Agreement,
dated as of March 26, 2003, between Neoprobe
Corporation and Donald E. Garlikov.*
99(e) Convertible Secured Note, dated as of April
2, 2003, payable to Donald E. Garlikov.*
99(f) Security Agreement, dated as of April 2,
2003, by and among Neoprobe Corporation,
David C. Bupp and Donald E. Garlikov.*
99(g) Warrant to Purchase Common Stock of Neoprobe
Corporation issued to Donald E. Garlikov.*
99(h) Warrant to Purchase Common Stock of Neoprobe
Corporation issued to David C. Bupp (This
Warrant is substantially identical to
Exhibit 99(g) above with the exception that
the number of shares available for purchase
by Mr. Bupp is 375,000 shares of common
stock).
99(i) Registration Rights Agreement, dated as of
April 2, 2003, by and among Neoprobe
Corporation, David C. Bupp and Donald E.
Garlikov.*
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* Filed with this report
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: April 9, 2003 By: /s/ Brent L. Larson
-----------------------------------------
Brent L. Larson
Vice President, Finance and Chief
Financial Officer
EXHIBIT INDEX
Exhibit No. Description
99(a) News release of Neoprobe Corporation dated April 7, 2003.*
99(b) Senior Secured Note Purchase Agreement, dated as of March 26, 2003, between Neoprobe Corporation and
David C. Bupp.*
99(c) Senior Note, dated as of April 2, 2003, payable to David C. Bupp.*
99(d) Convertible Secured Note Purchase Agreement, dated as of March 26, 2003, between Neoprobe Corporation and
Donald E. Garlikov.*
99(e) Convertible Secured Note, dated as of April 2, 2003, payable to Donald E. Garlikov.*
99(f) Security Agreement, dated as of April 2, 2003, by and among Neoprobe Corporation, David C. Bupp and
Donald E. Garlikov.*
99(g) Warrant to Purchase Common Stock of Neoprobe Corporation issued to Donald E. Garlikov.*
99(h) Warrant to Purchase Common Stock of Neoprobe Corporation issued to David C. Bupp (This Warrant is
substantially identical to Exhibit 99(g) above with the exception that the number of shares available for
purchase by Mr. Bupp is 375,000 shares of common stock).
99(i) Registration Rights Agreement, dated as of April 2, 2003, by and among Neoprobe Corporation, David C.
Bupp and Donald E. Garlikov.*
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* Filed with this report.