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: NOVEMBER 13, 2003
NEOPROBE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26520 31-1080091
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(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 November 17, 2003, Neoprobe Corporation, a Delaware corporation (the
"Company"), completed a placement of common stock and warrants in the aggregate
amount of $2.8 million dollars (the "Equity Placement"). The purchasers included
both institutional investors and high net worth individuals. The Company issued
a news release on November 17, 2003, announcing the completion of the Equity
Placement. 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 November
17, 2003.*
99(b) News release of Neoprobe Corporation dated November
13, 2003.*
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* Filed with this report
ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On November 13, 2003, Neoprobe Corporation (the "Company") issued a
press release regarding its consolidated financial results for the third quarter
ended September 30, 2003. A copy of the Company's press release is furnished as
Exhibit 99(b) to this Current Report on Form 8-K and is incorporated herein by
reference.
The information in this Current Report on Form 8-K, including the
exhibits hereto, shall not be treated as "filed" for purposes of the Securities
Exchange Act of 1934, as amended.
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.
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: November 21, 2003 By: /s/ David C. Bupp
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David C. Bupp
President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
99(a) News release of Neoprobe Corporation dated November 17, 2003.*
99(b) News release of Neoprobe Corporation dated November 13, 2003.*
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* Filed with this report.