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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
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(Mark One)
FORM 10-Q
[ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1997
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from to
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COMMISSION FILE NUMBER: 0-26520
NEOPROBE CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 31-1080091
(State or other jurisdiction of (I.R.S. employer identification no.)
incorporation or organization)
425 METRO PLACE NORTH, SUITE 400, DUBLIN, OHIO 43017
(Address of principal executive offices)
(614) 793-7500
(Issuer's telephone number, including area code)
Indicate by check X whether the issuer: (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[ X ] [ ]
Yes No
22,746,556 SHARES OF COMMON STOCK, PAR VALUE $.001 PER SHARE
(Number of shares of issuer's common equity outstanding as of
the close of business on May 8, 1997)
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
1996 1997
---- ----
ASSETS
Current assets:
Cash and cash equivalents $30,168,412 $27,254,531
Available-for-sale securities 19,748,819 15,351,981
Accounts receivable 1,240,474 1,217,183
Inventory 216,272 628,955
Prepaid expenses and other current assets 2,289,546 2,290,220
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Total current assets 53,663,523 46,742,870
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Note receivable 1,500,000 1,500,000
Property and equipment at cost:
Equipment, net of accumulated depreciation 4,916,650 4,963,149
Construction in progress 1,531,711 1,963,254
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6,448,361 6,926,403
Intangible assets, net of accumulated amortization 2,130,335 2,153,951
Other assets 130,949 136,635
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Total assets $63,873,168 $57,459,859
=========== ===========
The accompanying notes are an integral part of the
consolidated financial statements.
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NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
December 31, March 31,
1996 1997
---- ----
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 2,404,655 $ 1,079,250
Accrued expenses 2,951,430 1,933,160
Deferred revenue 2,000,000 2,000,000
Notes payable to finance company 155,091 97,663
Capital lease obligation, current 76,161 28,035
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Total current liabilities 7,587,337 5,138,108
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Long-term debt 1,000,687 1,330,431
Capital lease obligation 8,096 3,339
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Total liabilities 8,596,120 6,471,878
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Commitments and contingencies
Stockholders' equity:
Preferred Stock; $.001 par value; 5,000,000
shares authorized at December 31, 1996 and
March 31, 1997; none outstanding (500,000 -- --
shares designated as Series A, $.001 par
value, at March 31, 1997; none outstanding)
Common stock; $.001 par value; 50,000,000
shares authorized; 22,586,527 and 22,743,717
shares issued and outstanding at
December 31, 1996 and March 31, 1997, respectively 22,587 22,744
Additional paid-in capital 119,293,862 119,920,058
Deficit accumulated during development stage (64,116,003) (68,841,931)
Unrealized loss on available-for-sale securities (29,859) (70,988)
Cumulative foreign currency translation adjustment 106,461 (41,902)
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Total stockholders' equity 55,277,048 50,987,981
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Total liabilities and stockholders' equity $ 63,873,168 $ 57,459,859
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The accompanying notes are an integral part of the
consolidated financial statements.
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NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF OPERATIONS
November 16,
1983
Three Months Ended (inception)
March 31, to March 31,
1996 --------- 1997 1997
---- ---- ----
Net sales $ 196,397 $ 1,124,974 $ 5,183,971
Cost of goods sold 150,741 492,941 2,621,238
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Gross profit 45,656 632,033 2,562,733
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Operating expenses:
Research and development 2,552,746 3,450,934 48,350,268
Marketing and selling 105,139 856,905 2,313,493
General and administrative 1,167,833 1,634,282 25,935,615
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Total operating expenses 3,825,718 5,942,121 76,599,376
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Loss from operations (3,780,062) (5,310,088) (74,036,643)
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Other income (expense):
Interest income 234,828 584,603 4,349,988
Interest expense (10,212) (6,152) (512,192)
Other 5,247 5,709 1,356,916
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Total other income 229,863 584,160 5,194,712
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Net loss $(3,550,199) $(4,725,928) $(68,841,931)
=========== =========== ============
Net loss per share of common stock $ (0.20) $ (0.21)
=========== ===========
Shares used in computing net loss per share 17,426,614 22,652,473
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The accompanying notes are an integral part of the
consolidated financial statements.
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NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
November 16,
1983
Three Months Ended (inception)
March 31, to March 31,
1996 --------- 1997 1997
---- ---- ----
Net cash used in operating activities $(3,871,959) $(7,297,045) $(61,958,160)
Cash flows from investing activities:
Purchases of available-for-sale securities (1,533,927) (986,302) (95,659,718)
Proceeds from sale of available-for-sale securities 813,532 760,234 46,749,886
Maturities of available-for-sale securities 3,000,000 4,600,000 33,564,742
Purchase of property and equipment (537,927) (801,949) (7,320,866)
Other (13,305) (28,661) (867,820)
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Net cash provided by (used in) investing activities 1,728,373 3,543,322 (23,533,776)
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Cash flows from financing activities:
Issuance of common stock, net 2,177,663 626,355 102,445,276
Other (113,648) 221,323 10,320,979
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Net cash provided by financing activities 2,064,015 847,678 112,766,255
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Effect of exchange rate changes on cash (8,453) (7,836) (19,788)
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Net (decrease) increase in cash and cash equivalents (88,024) (2,913,881) 27,254,531
Cash and cash equivalents at beginning of period 10,032,973 30,168,412 0
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Cash and cash equivalents at end of period $ 9,944,949 $27,254,531 $ 27,254,531
=========== =========== ============
The accompanying notes are an integral part of the
consolidated financial statements.
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NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
1. BASIS OF PRESENTATION
The information presented for March 31, 1996 and 1997, and for the
periods then ended is unaudited, but includes all adjustments (which
consist only of normal recurring adjustments) which the management of
Neoprobe Corporation (the "Company") believes to be necessary for the
fair presentation of results for the periods presented. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to the rules and
regulations of the Securities and Exchange Commission. The results for
the interim period are not necessarily indicative of results to be
expected for the year. The financial statements should be read in
conjunction with the Company's audited financial statements for the
year ended December 31, 1996, which were included as part of the
Company's Annual Report on Form 10-KSB/A (file no. 0-26520). Certain
1996 amounts have been reclassified to conform with the 1997
presentation.
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128 ("SFAS No. 128")
"Earnings Per Share". SFAS No. 128 revises the method for computing
and format for presentation of earnings per share for entities with
publicly held common stock or potential common stock. This Statement
supersedes APB Opinion No. 15 and is effective for financial
statements issued for periods ending after December 15, 1997.
Management of the Company intends to adopt SFAS No. 128 in connection
with the issuance of financial statements for the year ended December
31, 1997; however, management does not believe adoption will have any
material impact on the financial condition or results of operations of
the Company.
The Company is a development stage enterprise engaged in the
development and commercialization of technologies for the diagnosis
and treatment of cancers. There can be no assurance that the Company
will be able to commercialize its proposed products. There can also be
no assurance that adequate financing will be available when needed or
on terms attractive to the Company.
2. INVENTORY
The components of inventory are as follows:
DECEMBER 31, MARCH 31,
1996 1997
---- ----
Materials and component parts $51,264 $242,171
Work-in-process 94,389 89,024
Finished goods 70,619 297,760
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$216,272 $628,955
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3. LONG-TERM DEBT
In 1994, Neoprobe (Israel) received notification from the state of
Israel's Finance Committee that a financial program had been approved
for the construction and operation of a radiolabeling facility by
Neoprobe (Israel) near Dimona, Israel. The amount of the approved
investment is currently approximately $4.8 million. Neoprobe (Israel)
has submitted a request to increase the approved investment by $3.5
million. Under the approved program, Neoprobe (Israel) is entitled to
government grants and government loan guarantees equal to a percentage
of the total loan taken for the construction and operation of the
facility. Amounts received under the agreement are collateralized by
certain property obtained through the use of proceeds received. For
the quarter ended March 31, 1997, Neoprobe (Israel) received
approximately $300,000 and $47,000 in the form of loans and grants,
respectively.
4. STOCK OPTIONS
In February 1997, the Board granted options to certain directors,
officers, and employees of the Company under the Neoprobe Corporation
Incentive Stock Option and Restricted Stock Purchase Plan (the "Plan")
for 325,200 shares of common stock, exercisable at $13.38 per share,
vesting over a period of three years. Currently, the Company has
approximately 2.4 million options outstanding under the Plans, and
approximately 1.3 million options have vested as of March 31, 1997.
5. CONTINGENCIES
The Company is subject to legal proceedings and claims which arise in
the ordinary course of its business. In the opinion of management,
the amount of ultimate liability with respect to these actions will
not materially affect the financial position of the Company.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management Discussion and Analysis of Financial Condition and Results of
Operations and other parts of this Report contain forward-looking statements
that involve risks and uncertainties. The Company's actual results in 1997 and
future periods may differ significantly from the prospects discussed in the
forward-looking statements.
LIQUIDITY AND CAPITAL RESOURCES
Since inception, the Company has financed its operations primarily through
private and public offerings of its equity securities, from which it has raised
gross proceeds of approximately $120 million. The Company has devoted
substantially all of its efforts and resources to research and clinical
development of innovative systems for the intraoperative diagnosis and
treatment of cancers. The RIGS system integrates radiolabeled targeting agents
and a radiation detection instrument. The Company has completed testing in a
pivotal Phase III clinical trial for the detection of metastatic colorectal
cancer. In addition, the Company has completed testing in a separate pivotal
Phase III clinical trial for the detection of primary colorectal cancer. The
Company must obtain regulatory approval to market its products before
commercial revenue can be generated. During 1996, the Company submitted to the
European regulatory agencies and to the FDA applications to request permits to
begin marketing and selling the Company's RIGS products for the detection of
metastatic colorectal cancer. In 1997, the Company anticipates filing similar
applications with the European and U.S. regulatory agencies for the detection
of primary colorectal cancer. During the fourth quarter of 1996, the Company
received notification from its Korean marketing partner that it had received an
approved license to distribute RIGScan CR49 in South Korea. The Company began
distributing commercial product in Korea during 1997.
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The Company is studying the safety and efficacy of RIGS products for the
detection of other solid tumor cancer types, and the safety and efficacy of
certain cancer therapy products (RIGS/ACT) based on its activated cellular
therapy technology. In addition, the Company is funding the initial Phase I
study to determine the safety and feasibility of using activated cellular
therapy to help boost the immune system of patients with HIV/AIDS and patient
enrollment was completed during the first quarter of 1997. There can be no
assurance that the Company's products will be approved for marketing by the FDA
or any foreign government agency, or that any such products will be
successfully introduced or achieve market acceptance.
For the period from inception to March 31, 1997, the Company has incurred
cumulative net losses of approximately $68.8 million. Although the Company
currently has filed its request for a marketing permit in the U.S. and Europe,
the Company does not currently have a RIGS product approved for commercial sale
and does not anticipate commercial sales of sufficient volume to generate
positive cash flow until 1998, at the earliest. The Company has incurred, and
will continue to incur, substantial expenditures for research and development
activities related to bringing its products to the commercial market. The
Company intends to devote significant additional funds to clinical testing,
manufacturing validation, and other activities required for regulatory review
and commercialization of RIGS products. The amount of funds and length of time
required to complete such testing will depend upon the outcome of regulatory
reviews. The regulatory bodies may require more testing than is anticipated by
the Company. There can be no assurance that the Company's RIGS products will be
approved for marketing by the FDA or any foreign government agency, or that any
such products will be successfully introduced or achieve market acceptance.
As of March 31, 1997, the Company has cash, cash equivalents, and
available-for-sale securities of $42.6 million. In April 1996, the Company sold
1,750,000 shares of common stock at a price of $18.50 per share in a secondary
offering, and received proceeds net of underwriting discounts of $30.5 million.
In November 1992 and December 1993, the Company issued a total of 2,330,000
Class E Redeemable Common Stock Purchase Warrants ("Class E Warrants") which
expired on November 12, 1996. During 1996, the Company received proceeds from
the exercise of Class E Warrants of approximately $15.0 million. In September
1996, the Company received a $2 million license payment from the United States
Surgical Corporation ("USSC"). If the Company does not receive FDA and European
regulatory approvals for the RIGS system within 24 months from the execution
date, and if USSC terminates the Agreement pursuant to certain provisions in
the Agreement during this period, the Company must refund the license payment
to USSC.
The Company anticipates that 1997 research and development expenses will
continue to increase over 1996 levels and selling, general and administrative
expenses will increase significantly over 1996 expenditures. A significant
portion of the increased selling, general and administrative expenses will be
associated with marketing activities in preparation for the commercial launch
of the first RIGS product. In addition, the Company anticipates expenses
directly associated with selling RIGScan CR49 and the Neoprobe 1000 system will
increase proportionately with sales, particularly in the second half of 1997.
The Company cannot predict when marketing approvals will be received. However,
when the Company receives permission from the regulatory authorities to begin
marketing its products and begins generating revenue from the sale of its
products, additional costs for marketing and distribution will be incurred.
During 1997, in addition to product launch activities, the Company will
continue to focus on improving manufacturing processes for the production of
RIGS products and developing other RIGScan products. The Company also
anticipates opening clinical trials for additional applications of RIGScan
CR49. The Company currently anticipates that approximately $21.0 million in
cash will be used to finance operating activities during 1997. The Company has
executed various agreements with third parties that supplement the technical
and business capabilities of the Company. The Company is generally obligated to
such parties to pay royalties or commissions upon commercial sale of the
related product. The Company's estimate of its allocation of cash resources is
based on the current state of its business operations, its business plan and
current industry and economic conditions, and is subject to revisions due to a
variety of factors including, without limitation, additional expenses related
to marketing and distribution, regulatory licensing and research and
development, and to reallocation among categories and to new categories. The
Company may need to supplement its funding sources from time to time.
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(New)MonoCarb AB ("MonoCarb") is a wholly-owned subsidiary of the Company,
located in Lund, Sweden, where it operates a manufacturing and purification
facility. The Company intends to use the production capability of MonoCarb to
produce future RIGScan products and to prepare the CC49 monoclonal antibody
produced by Bio-Intermediair BV for final radiolabeling. The Company advanced
MonoCarb funds during the first quarter of 1997 to cover capital expenditures
of approximately $160,000 and operating expenses of approximately $390,000. The
Company anticipates advancing $1.9 million during the remainder of 1997 to
cover operating and capital expenditures.
In 1994, the Company formed Neoprobe (Israel) to construct and operate a
radiolabeling facility for the Company's targeting agents. The Company owns 95
percent of Neoprobe (Israel), with Rotem Industries Ltd., the private arm of
the Israeli atomic energy authority ("Rotem") owning the balance and managing
the facility. In 1994, Neoprobe (Israel) received notification from the state
of Israel's Finance Committee that its requested financial program had been
approved for the construction and operation of a radiolabeling facility near
Dimona, Israel. The amount of the approved investment is currently
approximately $4.8 million. Neoprobe (Israel) has submitted a request to
increase the approved investment by $3.5 million. Under the approved program,
Neoprobe (Israel) is entitled to government grants and government loan
guarantees equal to a percentage of the total loan taken for the construction
and operation of the facility. Amounts received under the agreement are
collateralized by certain property obtained through the use of proceeds
received. As of March 31, 1997, Neoprobe (Israel) had received approximately
$1.3 million and $220,000 in the form of loans and grants, respectively. On
August 10, 1995, the Company and Neoprobe (Israel) raised $1.1 million for
Neoprobe (Israel) through the issuance of convertible debentures. During 1996,
all of these convertible debentures were converted into 200,000 shares of
Common Stock of Neoprobe Corporation. Costs associated with construction of the
facility and operations at Neoprobe (Israel) during 1997 have been financed
primarily through funds advanced by the Company and with government grants and
loans guaranteed by the Israeli government. The Company advanced Neoprobe
(Israel) funds during the first quarter of 1997 to cover capital expenditures
of approximately $800,000 and operating expenses of approximately $200,000.
The Company anticipates advancing $1.5 million during the remainder of 1997 to
cover operating and capital expenditures.
At December 31, 1996, the Company had net operating loss carryforwards of
approximately $55.6 million to offset future taxable income through 2011.
Additionally, the Company has tax credit carryforwards of approximately $1.9
million available to reduce future income tax liability through 2011. Under
Section 382 of the Internal Revenue Code of 1986, as amended, use of prior net
operating loss carryforwards is limited after an ownership change. As a result
of ownership changes which occurred in March 1989 and in September 1994, the
Company's net operating tax loss carryforwards and tax credit carryforwards are
subject to the limitations described by Section 382.
RESULTS OF OPERATIONS
Since inception, the Company has dedicated substantially all of its resources
to research and development of its RIGS system for the intraoperative diagnosis
and treatment of cancer. Until the appropriate regulatory approvals are
received, the Company is limited in its ability to generate revenue. Although
the Company's Neoprobe 1000 system has received regulatory clearance, the
Company does not anticipate generating positive cash flow from sales of the
Neoprobe 1000 system alone. During the first quarter of 1997, the Company
generated sales of Neoprobe 1000 systems of approximately $1.0 million.
Since acquiring MonoCarb in December 1993 for the purpose of manufacturing
RIGScan products, MonoCarb has continued to generate revenue from the sale of
serology products. MonoCarb generated sales of serology products of
approximately $100,000 during the first quarter of 1997. The Company currently
plans to develop the long-term production capability of MonoCarb for future
RIGScan products. As a result, the Company anticipates that revenue generated
from the sale of serology products will continue to decline in 1997 and
subsequent periods.
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THREE MONTHS ENDED MARCH 31, 1997 AND 1996. During the quarter ended March 31,
1997, the Company had net sales of approximately $1.1 million consisting of net
sales of Neoprobe 1000 systems of approximately $1.0 million and sales of blood
serology products of approximately $100,000. Other income for the period was
approximately $584,000 and consisted almost entirely of interest income
generated from the investment of net proceeds of the Company's financing
activities. During the quarter ended March 31, 1996, the Company had net sales
of approximately $200,000, consisting primarily of sales of serology products
by MonoCarb of approximately $186,000. Other income during the quarter related
primarily to interest income of approximately $235,000.
Research and development expenses increased to approximately $3.5 million
during the first quarter of 1997 from approximately $2.6 million for the same
period in 1996. During the first quarter of 1997, research and development
expenses increased as a result of wages and benefits and contracted services.
Wages and benefits increased primarily from new research and development
personnel added since the first quarter of 1996. Contracted services increased
primarily from the ongoing process and product validation efforts. Research
and development expenses also increased in the first quarter of 1997 from
instrument development activities and from development activities associated
with the Company's therapy business. The Company expects these expenses to
continue to increase during the remainder of 1997. Expenses during the first
quarter of 1996 related primarily to costs associated with a various activities
required by regulatory authorities for product approval. The activities
included validating the Company's manufacturing processes and conducting audits
of clinical data.
Marketing and Selling expenses increased to approximately $857,000 during the
first quarter of 1997 from approximately $105,000 for the same period in 1996.
The increase was primarily a result of the addition of sales and marketing
personnel associated with device sales and CR49 pre-launch activities and
commissions due to the Company's marketing partner associated with sales of the
Neoprobe 1000 system.
General and administrative expenses increased to approximately $1.6 million
during the first quarter of 1997 from approximately $1.2 million during the
same period of 1996. The increase was primarily a result of the addition of
support staff related to the Company's increased sales and operating
activities.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) LIST OF EXHIBITS
3. ARTICLES OF INCORPORATION AND BY-LAWS
Exhibit 3.1
Complete Restated Certificate of Incorporation of Neoprobe Corporation, as
corrected February 18, 1994 and as amended June 27, 1994, July 25, 1995 and
June 3, 1996 (incorporated by reference to Exhibit 99.2 to the Registrant's
Current Report on Form 8-K dated June 20, 1996; Commission File No. 0-26520).
Exhibit 3.2
Amended and Restated By-Laws dated July 21, 1993 as amended July 18, 1995 and
May 30, 1996 (incorporated by reference to Exhibit 99.4 to the Registrant's
Current Report on Form 8-K dated June 20, 1996; Commission File No. 0-26520).
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4. INSTRUMENTS DEFINING THE RIGHTS OF SECURITY HOLDERS, INCLUDING
INDENTURES
Exhibit 4.1
See Articles FOUR, FIVE, SIX and SEVEN of the Restated Certificate of
Incorporation of the Registrant (see Exhibit 3.1).
Exhibit 4.2
See Articles II and VI and Section 2 of Article III and Section 4 of Article
VII of the Amended and Restated By-Laws of the Registrant (see Exhibit 3.2).
Exhibit 4.3
Rights Agreement dated as of July 18, 1995 between the Registrant and
Continental Stock Transfer & Trust Company (incorporated by reference to
Exhibit 1 of the registration statement on Form 8-A; Commission File No.
0-26520).
11. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
Exhibit 11.1
Computation of Net Loss Per Share.
27. FINANCIAL DATE SCHEDULE
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).
(b) REPORTS ON FORM 8-K.
A current report on Form 8-K dated March 12, 1997 was filed by the Registrant
reporting under Item 7 (Financial Statement and Exhibits) for the purpose of
incorporating by reference the Consent of Coopers & Lybrand L.L.P., the
Financial Data Schedule (submitted electronically for SEC information only) and
the financial statements of the Registrant, and the related notes, together
with the report of Coopers & Lybrand L.L.P. dated February 12, 1997 into the
Registrant's Registration Statements on Forms S-3 No. 33-72700 and No.
333-15989.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the
Registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
NEOPROBE CORPORATION
(the "Registrant")
Dated: May 13, 1997
By: /s/ David C. Bupp
----------------------------------------
David C. Bupp,
President and Chief Operating Officer
(principal executive officer)
By: /s/ John Schroepfer
----------------------------------------
John Schroepfer
Vice President, Finance and Administration
(principal financial and accounting officer)
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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NEOPROBE CORPORATION
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FORM 10-Q QUARTERLY REPORT
FOR THE FISCAL QUARTER ENDED:
MARCH 31, 1997
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EXHIBITS
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INDEX
Exhibit 3.1
Complete Restated Certificate of Incorporation of Neoprobe Corporation, as
corrected February 18, 1994 and as amended June 27, 1994, July 25, 1995 and
June 3, 1996 (incorporated by reference to Exhibit 99.2 to the Registrant's
Current Report on Form 8-K dated June 20, 1996; Commission File No. 0-26520).
Exhibit 3.2
Amended and Restated By-Laws dated July 21, 1993 as amended July 18, 1995 and
May 30, 1996 (incorporated by reference to Exhibit 99.4 to the Registrant's
Current Report on Form 8-K dated June 20, 1996; Commission File No. 0-26520).
Exhibit 4.1
See Articles FOUR, FIVE, SIX and SEVEN of the Restated Certificate of
Incorporation of the Registrant (see Exhibit 3.1).
Exhibit 4.2
See Articles II and VI and Section 2 of Article III and Section 4 of Article
VII of the Amended and Restated By-Laws of the Registrant (see Exhibit 3.2).
Exhibit 4.3
Rights Agreement dated as of July 18, 1995 between the Registrant and
Continental Stock Transfer & Trust Company (incorporated by reference to
Exhibit 1 of the registration statement on Form 8-A; Commission File No.
0-26520).
Exhibit 11.1
Computation of Net Loss Per Share.
Page 16 in the manually signed original.
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).