NEOPROBE : Completes Senior Debt and Preferred Stock Exchanges
06/22/2010| 02:40pm US/Eastern

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Neoprobe Corporation (OTCBB: NEOP), a diversified developer of
innovative biomedical surgical oncology products, today announced that
Platinum-Montaur Life Sciences, LLC (Montaur) has agreed to exchange all
$10 million of its outstanding 10% senior secured convertible notes and
$3 million perpetual convertible preferred stock for a single new series
of preferred stock convertible into common shares of Neoprobe
Corporation. This transaction significantly strengthens the Company's
balance sheet and positions Neoprobe for an eventual listing on a major
national stock exchange.
Under the terms of the transaction, Montaur's $7 million Series A
Convertible Secured Note (originally convertible into 17.1 million
common shares), $3 million Series B Convertible Note (originally
convertible into 8.3 million shares) and Series A Convertible Preferred
Stock (originally convertible into 6 million shares) will be exchanged
for Series B Convertible Preferred Stock (the Series B Preferred,
convertible into a total of 32.7 million shares). As part of the
consideration for the conversion, Neoprobe will ?prepay? interest and
dividends due through the original note maturity in December 2011 by
agreeing to issue an additional 1.3 million shares of common stock on
the conversion of the new Series B Preferred. The Series B Preferred is
convertible at the option of Montaur but carries no dividend and has no
liquidation preference over the common stock. The Series A Convertible
Preferred Stock was convertible at the option of Montaur and paid an 8%
dividend until converted.
In addition, Neoprobe announced that a $1 million convertible note held
by Neoprobe's President and CEO, David C. Bupp, and members of his
family is also being exchanged for Series C Convertible Preferred Stock
with terms comparable to the Series B Preferred, thereby effectively
retiring all of the outstanding debt of the Company.
Michael Goldberg, M.D., Principal, Montaur Capital Partners, LLC and
Portfolio Manager of Montaur, said, ?Neoprobe has been and continues to
represent an excellent investment opportunity for Montaur. Our
conversion from a secured debt position into an equity position is a
tangible sign of our continuing belief in Neoprobe, its product
portfolio, its product pipeline and its management. We believe this
transaction will assist Neoprobe in its efforts to qualify for a listing
on one of the major exchanges, which will serve to attract additional
investor interest and support. Further, we are pleased with Neoprobe's
efforts to deliver on its product development initiatives including the
successful completion of Phase 3 clinical studies of Lymphoseek®
and the preparation of a high quality New Drug Application (NDA)
submission for Lymphoseek, progress on RIGS®, a product we
believe has blockbuster potential and the numerous other steps being
taken to enhance shareholder value. Our confidence in the Company and
its deep product pipeline supports our decision to relinquish our
secured position so that the Company's capital structure will no longer
be an impediment for attracting institutional investors. Although the
Company's share price has improved dramatically since we first invested,
we believe there still remains a significant gap between the current
market value and our assessment of true value.?
David Bupp said, ?Neoprobe is pleased to announce the completion of this
significant financial transaction reflecting the development and
commercialization milestones achieved by the Neoprobe team to date.
Retirement of all of Neoprobe's outstanding debt and its conversion into
equity brings Neoprobe closer to qualifying for a listing on a major
national stock exchange and the removal of the security interest in our
assets provides the Company with valuable financial flexibility. Our
financial partnership with Montaur has allowed us to complete the
clinical development of Lymphoseek, to prepare for the filing of the NDA
and ultimately to commercialize Lymphoseek.?
Concluding, Mr. Bupp said, ?Based on the feedback from the European
Medicines Agency (EMEA) and discussions with FDA to date, Neoprobe has
developed a prospective Phase 3 study for our RIGS initiative to
replicate the results of previous Phase 3 studies to supplement the
safety and efficacy portion of the regulatory submissions to be made to
the open RIGS Biologic License Application (BLA). We are nearing
completion of the initial biologic manufacturing initiatives for the
RIGS technology consistent with the most recent favorable scientific
advice assessment received from the EMEA and expect feedback on the
harmonization of the RIGS program from FDA in the coming months. Our
strengthened balance sheet resulting from the transactions we announced
today will also be helpful as we continue discussions with development
partners for our RIGS technology following feedback from FDA. In
tomorrow's conference call, I will be joined by Dr. Goldberg and we will
provide an update on these commercialization matters including the
favorable completion of pre-NDA meetings on the clinical and
non-clinical components of the NDA submission package for Lymphoseek,
which is on track to be filed later this summer.?
Lymphoseek is a proprietary radioactive tracing agent being developed
for use in connection with gamma detection devices in a surgical
procedure known as Intraoperative Lymphatic Mapping. A
Phase 3 multi-center clinical trial for Lymphoseek in patients with
breast cancer or melanoma has been successfully completed and a second
Phase 3 clinical study to evaluate the efficacy of Lymphoseek as a
sentinel lymph node tracing agent in patients with head and neck
squamous cell carcinoma is underway. The RIGS system is a proprietary
technology that utilizes tumor specific radiolabeled antibodies that
localize to disease involved tissue and where the tissue is identified
during the course of a patient's cancer surgery.
Mr. Bupp and Dr. Goldberg will make brief comments regarding the
transaction and be available to respond to questions during a conference
call scheduled for 9:00 AM ET, on Wednesday June 23, 2010.
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Conference Call Information
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TO PARTICIPATE LIVE:
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TO LISTEN TO A REPLAY:
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Date:
Time:
Toll-free (U.S.) Dial in # :
International Dial in # :
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June 23, 2010
9:00 AM ET
877-407-8033
201-689-8033
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Available until:
Toll-free (U.S.) Dial in # :
International Dial in # :
Replay Passcodes (both required for playback):
Account # :
Conference ID # :
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July 7, 2010
877-660-6853
201-612-7415
286
352757
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About Neoprobe
Neoprobe is a biomedical company focused on enhancing patient care and
improving patient outcome by meeting the critical intraoperative
diagnostic information needs of physicians and therapeutic treatment
needs of patients. Neoprobe currently markets the neoprobe®
GDS line of gamma detection systems that are widely used by cancer
surgeons. In addition, Neoprobe holds significant interests in the
development of related biomedical systems and radiopharmaceutical agents
including Lymphoseek® and RIGScan? CR. Neoprobe's
subsidiary, Cira Biosciences, Inc., is also advancing a patient-specific
cellular therapy technology platform called ACT. Neoprobe's strategy is
to deliver superior growth and shareholder return by maximizing its
strong position in gamma detection technologies and diversifying into
new, synergistic biomedical markets through continued investment and
selective acquisitions. www.neoprobe.com
Statements in this news release, 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, anticipated clinical and regulatory
pathways, 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 of its products, 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, risks of
development of new products, regulatory risks 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.

Neoprobe Corporation
Brent Larson, 614-822-2330
Vice
President / CFO
or
Makovsky + Company
Gene
Marbach, 212-508-9645
© Business Wire 2010
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