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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
-----------
FORM 10-Q
(MARK ONE)
----- QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
X SECURITIES EXCHANGE ACT OF 1934
-----
FOR THE QUARTERLY PERIOD ENDED: MARCH 31, 1998
OR
----- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
-----
FOR THE TRANSITION PERIOD FROM ______ TO______
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 300, DUBLIN, OHIO 43017
(Address of Principal Executive Offices)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 614-793-7500
Indicate by check whether the registrant: (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.
Yes X No
----- -----
22,835,705 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, 1998)
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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,
1997 1998
------------ -----------
ASSETS
Current assets:
Cash and cash equivalents $ 9,921,025 $ 8,344,484
Available-for-sale securities 14,672,496 9,552,165
Accounts receivable 793,376 676,314
Inventory 413,024 1,189,182
Note receivable 1,500,000 0
Prepaid expenses and other current assets 2,001,378 1,533,920
----------- -----------
Total current assets 29,301,299 21,296,065
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Property and equipment at cost:
Equipment, net of accumulated depreciation 6,667,763 7,394,881
Construction in progress 3,757,133 4,012,266
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10,424,896 11,407,147
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Intangible assets, net of accumulated amortization 1,715,834 1,726,433
Other assets 131,375 1,630,005
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Total assets $41,573,404 $36,059,650
=========== ===========
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,
1997 1998
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 3,848,172 $ 3,052,484
Accrued expenses 2,743,293 2,745,298
Notes payable to finance company 202,615 136,096
Capital lease obligation, current 156,140 140,062
------------ ------------
Total current liabilities 6,950,220 6,073,940
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Long term debt 1,813,437 4,159,031
Capital lease obligation 255,355 230,744
------------ ------------
Total liabilities 9,019,012 10,463,715
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Commitments and contingencies
Stockholders' equity:
Preferred stock; $.001 par value; 5,000,000 shares
authorized at December 31, 1997 and March 31, 1998;
none outstanding (500,000 shares designated as Series A,
$.001 par value, at March 31, 1998; none outstanding) 0 0
Common stock; $.001 par value; 50,000,000 shares
authorized; 22,763,430 shares issued and outstanding at
December 31, 1997; 22,807,055 shares issued and
outstanding at March 31, 1998 22,763 22,807
Additional paid in capital 120,034,876 120,149,176
Deficit accumulated during the development stage (87,362,531) (94,426,143)
Accumulated other comprehensive loss (140,716) (149,905)
------------ ------------
Total stockholders' equity 32,554,392 25,595,935
------------ ------------
Total liabilities and stockholders' equity $ 41,573,404 $ 36,059,650
============ ============
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,
THREE MONTHS ENDED 1983
MARCH 31, (INCEPTION) TO
1997 1998 MARCH 31, 1998
----------- ----------- --------------
Net sales $ 1,124,974 $ 863,891 $ 10,050,805
Cost of goods sold 492,941 224,473 3,928,469
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Gross profit 632,033 639,418 6,122,336
----------- ----------- -------------
Operating expenses:
Research and development 3,450,934 5,226,696 69,782,834
Marketing and selling 856,905 1,095,977 6,934,283
General and administrative 1,634,282 1,604,602 32,684,217
----------- ----------- -------------
Total operating expenses 5,942,121 7,927,275 109,401,334
----------- ----------- -------------
Loss from operations (5,310,088) (7,287,857) (103,278,998)
----------- ----------- -------------
Other income (expenses):
Interest income 584,603 254,091 6,176,271
Interest expense (6,152) (10,623) (578,108)
Other 5,709 (19,223) 3,254,692
----------- ----------- -------------
Total other income 584,160 224,245 8,852,855
----------- ----------- -------------
Net loss $(4,725,928) $(7,063,612) $ (94,426,143)
=========== =========== =============
Net loss per common share (basic and diluted) $ (0.21) $ (0.31)
=========== ===========
Weighted average shares
outstanding during the period 22,652,473 22,799,277
=========== ===========
NEOPROBE CORPORATION AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
NOVEMBER 16,
THREE MONTHS ENDED 1983
MARCH 31, (INCEPTION) TO
1997 1998 MARCH 31, 1998
----------- ----------- --------------
Net loss $(4,725,928) $(7,063,612) $(94,426,143)
Other comprehensive losses, net of taxes (189,492) (9,189) (149,905)
----------- ----------- ------------
Comprehensive loss $(4,915,420) $(7,072,801) $(94,576,048)
=========== =========== ============
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,
THREE MONTHS ENDED 1983
MARCH 31, (INCEPTION) TO
1997 1998 MARCH 31, 1998
----------- ----------- --------------
Net cash used in operating activities $(7,297,045) $(7,838,003) $ (84,201,597)
Cash flows from investing activities:
Purchases of available-for-sale securities (986,302) 0 (108,163,190)
Proceeds from sales of available-for-sale securities 760,234 2,046,796 49,921,058
Maturities of available-for-sale securities 4,600,000 3,100,000 48,803,943
Purchase of property and equipment (801,949) (1,219,547) (12,428,145)
Other (28,661) (15,599) (1,052,631)
----------- ----------- -------------
Net cash provided by (used in) investing activities 3,543,322 3,911,650 (22,918,965)
----------- ----------- -------------
Cash flows from financing activities:
Proceeds from issuance of common stock, net 626,355 114,343 102,650,033
Proceeds from bank loan 0 2,345,594 4,159,031
Other 221,323 (107,159) 8,689,566
----------- ----------- -------------
Net cash provided by financing activities 847,678 2,352,778 115,498,630
----------- ----------- -------------
Effect of exchange rate changes on cash (7,836) (2,966) (33,584)
----------- ----------- -------------
Net decrease (increase) in cash and cash equivalents (2,913,881) (1,576,541) 8,344,484
Cash and cash equivalents at beginning of period 30,168,412 9,921,025 0
----------- ----------- -------------
Cash and cash equivalents at end of period $27,254,531 $ 8,344,484 $ 8,344,484
=========== =========== =============
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, 1997 and 1998, 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, 1997, which were included as part of the
Company's Annual Report on Form 10-K. Certain 1997 amounts have been
reclassified to conform with the 1998 presentation.
In June 1997, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No.130 ("FAS 130") "Reporting
Comprehensive Income." This Statement establishes standards for
reporting and display of comprehensive income in a full set of general
purpose financial statements. The Company adopted FAS 130 as of January
1, 1998. Other comprehensive losses of the Company include the effects
of translation gain or loss related to the Company's foreign operations
and unrealized gains and losses on available-for-sale securities.
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,
1997 1998
------------ ----------
Materials and component parts $ 36,890 $ 51,268
Work-in-process 145,234 241,148
Finished goods 230,900 896,766
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$413,024 $1,189,182
======== ==========
3. LONG-TERM DEBT
Neoprobe (Israel) Ltd. ("Neoprobe (Israel)"), a subsidiary of the
Company, is in the process of constructing a radiolabeling facility
near Dimona, Israel, for use in future operations of the Company.
Construction of the facility is being partially financed under an
investment program approved by the state of Israel's Finance Committee
(the "Committee"). 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, 1998, Neoprobe (Israel) has received $4.2
million and $1.0 million in the form of loans and grants, respectively.
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4. STOCK OPTIONS
During the first quarter of 1998, the Board granted options to
employees and certain directors of the Company under the 1996 Stock
Incentive Plan (the "Plan") for 358,000 shares of common stock,
exercisable at $5.63 per share, vesting over three to four years. The
Company has 2.4 million options outstanding under two stock option
plans. Of the outstanding options, 1.4 million options have vested as
of March 31, 1998, at an average exercise price of $6.97 per share.
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.
6. SUBSEQUENT EVENT
In April 1998, the Company executed an agreement with Ethicon
Endo-Surgery, Inc. ("EES"), a Johnson & Johnson company to market and
promote the Neoprobe(R) 1500 Portable Radioisotope Detector and its
14mm and 19mm reusable probes for gamma guided lymphatic mapping and
minimally invasive surgery. During the initial one-year term of the
agreement, EES will promote and sell the aforementioned products and
train physicians in the use of Neoprobe's devices. EES will immediately
begin marketing activities in the United States while the companies
discuss expanding the agreement to cover other geographic areas. In
exchange for promoting and selling the device products, EES will
receive sales commissions based on sales of the aforementioned
products.
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 1998 and
future periods may differ significantly from the prospects discussed in the
forward-looking statements. Factors that could cause or contribute to such
differences include, but are not limited to, government regulations, absence of
government approval for marketing the Company's products, limited revenues,
continuing net losses, accumulated deficit, uncertainty of capital funding for
future capital needs, dependence on patents, proprietary technology and trade
secrets, limited marketing experience, limited manufacturing capacity and
experience, dependence on principal product line, uncertainty of market
acceptance, no assurance of continued rights to targeting agents, royalty
payments, competition, limited third party reimbursement, risk of technological
obsolescence, possible volatility of stock price, anti-takeover provisions,
product liability, dependence on key personnel, ability to attract new
personnel, and ability to manage a changing business.
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. As of March 31, 1998, the Company
had cash, cash equivalents, and available-for-sale securities of $17.9 million.
To date, 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. During the first quarter of
1998, the Company implemented a business plan to reduce operating expenses and
focus on three main business activities: commercializing the Company's first
RIGS(R) system (radioimmunoguided surgery) product, called RIGScan(R) CR49 (125I
- - CC49 monoclonal antibody) for the surgical detection of metastatic colorectal
cancer, increasing the Company's market position in gamma guided surgery
applications, and developing activated cellular therapy products for cancer and
viral diseases. During the first quarter of 1998, the Company cut its domestic
staff and reduced annual compensation expense by approximately $1 million
(approximately 20%) and postponed certain research projects which were expected
to be carried out in 1998.
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The RIGS system integrates radiolabeled targeting agents and radiation detection
instruments. The Company is developing both the radiolabeled targeting agents
and radiation-detection instrument components of the RIGS technology. Prior to
1996, the Company completed testing in a Phase III clinical trial for the
detection of metastatic colorectal cancer. In addition, the Company has
completed testing in a separate 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 applications to the European regulatory agencies and to the
United States Food and Drug Administration ("FDA") to request permits to begin
marketing and selling the Company's RIGS products for the detection of
metastatic colorectal cancer. In November 1997, the Company withdrew its
application from the European Agency for the Evaluation of Medicinal Products
("EMEA") as a result of additional requests for information from the European
Committee for Proprietary Medicinal Products ("CPMP"). In addition, in December
1997, the FDA's Center for Biologics Evaluation and Research ("CBER") completed
its review of data submitted by the Company for its product and determined that
additional information must be provided before it can further consider the
approval of the Company's product.
In October 1997, the Company launched the Neoprobe(R) 1500 Portable Radioisotope
Detector in response to an emerging new surgical technique called lymphatic
mapping for treating patients with melanoma, a potentially deadly form of skin
cancer. Lymphatic mapping represents a less invasive surgical technique then
existing techniques for staging cancer or determining whether the cancer has
spread to the lymph nodes. Surgeons are using the lymphatic mapping technique
for treating patients with melanoma and investigating its use in patients with
breast cancer as well. The Company is currently selling the Neoprobe 1500
Portable Radioisotope Detector for the lymphatic mapping application and
expanding its line of instruments to provide a variety of gamma-detecting probes
for specialized uses. In March 1998, the Company introduced a smaller (14mm
diameter) detection probe whose performance has been optimized for use in
lymphatic mapping procedures. The Company recorded revenue of $864,000 during
the first quarter of 1998, predominantly related to sales of instruments used in
application of the lymphatic mapping technique.
The Company is also studying the safety and efficacy of certain therapy
products. In 1997, Neoprobe opened an IND application for clinical studies with
RIGS/ACT(TM) (RIGS technology based activated cellular therapy) for colorectal
cancer. One study is a Phase I/II multicenter trial using RIGS/ACT in patients
with recurrent, operable colorectal cancer. A second study is a Phase II
multicenter trial using RIGS/ACT with chemotherapy in patients with recurrent
but inoperable colorectal cancer. The Company has also funded a Phase I study to
determine the safety and feasibility of using ACT to help boost the immune
system of patients with HIV/AIDS. This study has completed enrollment. In
addition, the Company is funding a Phase I study to investigate the use of
activated cellular therapy with patients coinfected with HIV/AIDS and chronic
active hepatitis B or C.
For the period from inception to March 31, 1998, the Company has incurred
cumulative net losses of approximately $94.4 million. The Company does not
currently have a RIGS product approved for commercial sale in any major market
and does not anticipate commercial sales of sufficient volume to generate
positive cash flow until 2001, 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 its 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.
In April 1998, the Company executed a $3 million revolving line of credit
arrangement with a bank. Available borrowings under the line of credit are based
on a formula of eligible accounts receivable and inventory. Interest on the line
of credit is based on the prime rate or LIBOR, as elected by the Company. During
May 1998, the Company borrowed $700,000 under the line of credit.
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Research and development expenses during the first quarter of 1998 were $5.2
million, or 66% of operating expenses for the period. Marketing and selling
expenses were $1.1 million, or 14% of operating expenses during the period and
general and administrative expenses were $1.6 million, or 20% of operating
expenses for the period. The Company anticipates that 1998 total operating
expenses will decrease over 1997 levels. The Company expects research and
development and general and administrative expenses to decrease from 1997.
However, the Company also expects marketing and selling expenses to increase
slightly from 1997 levels. The Company currently anticipates that approximately
$13.5 million in cash will be used to finance operating activities during 1998.
During 1998, the Company intends to file amendments to its BLA in order to
respond to the safety and product manufacturing questions raised in the CBER's
December 1997 letter. In addition, the Company continues to negotiate with the
FDA to determine how to obtain the additional clinical information necessary to
respond to its clinical questions. Furthermore, the Company intends to negotiate
with European regulatory authorities regarding the design of clinical trial(s)
to provide additional information to support submission of a new dossier. The
Company cannot assure if marketing approvals will be received without additional
substantial expenses or delays, or at all. However, if and when the Company
receives permission from the regulatory authorities to begin marketing its
products, additional costs for marketing and distribution will be incurred. 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 current
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.
Neoprobe Europe AB is a wholly-owned subsidiary of the Company, located in Lund,
Sweden, where it operates a biologics manufacturing and purification facility.
The Company uses the facility to prepare the CC49 monoclonal antibody produced
by Bio-Intermediair BV for final radiolabeling. The Company advanced funds to
Neoprobe Europe during the first quarter of 1998 to cover operating and capital
expenditures of approximately $416,000. The Company anticipates advancing an
additional $800,000 during the remainder of 1998 to cover operating and capital
expenditures.
In 1994, the Company formed Neoprobe (Israel) Ltd. ("Neoprobe (Israel)") to
construct and operate a radiolabeling facility near Dimona, Israel, for
radiolabeling of the Company's targeting agents. The Company owns 95 percent of
Neoprobe (Israel), with Rotem Industries Ltd. ("Rotem"), the private arm of the
Israeli atomic energy authority owning the balance and managing the facility.
Construction of the facility is being financed through a financial program
approved by the state of Israel's Finance Committee (the "Committee"). The total
amount of the approved program is $9.9 million. Neoprobe (Israel) is entitled to
receive grants based on a percentage of its investment and a government
guarantee of 75% to 85% of the principal balance of bank loans taken to build
and operate the facility. During the first quarter of 1998, the Company received
loan proceeds of approximately $2.4 million under the government sponsored
program. The Company expects to receive an additional $1.0 million in loan and
grant proceeds under the approved program during 1998. The Company does not
anticipate advancing any significant amount of funds to Neoprobe (Israel) during
1998.
At December 31, 1997, the Company had U.S. net operating tax loss carryforwards
of approximately $75.8 million to offset future taxable income through 2012.
Additionally, the Company has U.S. tax credit carryforwards of approximately
$2.2 million available to reduce future income tax liability through 2012. Under
Section 382 of the Internal Revenue Code of 1986, as amended, use of prior tax
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 tax loss carryforwards and tax credit carryforwards are subject to the
limitations described by Section 382. The Company's international subsidiaries
also have net operating tax loss carryforwards in their respective foreign
jurisdictions.
The Company has performed a preliminary assessment of the year 2000 issue as it
relates to the Company's information systems and vendor supplied application
software. Based on these assessments, management does not anticipate any
significant impact on the Company as a result of implications associated with
that issue.
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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. During the first
quarter of 1998, the Company generated sales of Neoprobe 1500 systems of
$864,000. Results of operations for the first quarter of 1998 include
approximately $800,000 in reorganization costs associated with the adoption of
the Company's new business plan.
Three Months ended March 31, 1998, and 1997.
Revenue and Other Income
The Company had net sales of approximately $864,000 during the first quarter of
1998, compared to $1.1 million during the same period in 1997. Net sales in 1998
were composed almost entirely of instrument sales. In March 1998, the Company
introduced a smaller (14mm diameter) detection probe whose performance has been
optimized for use in lymphatic mapping procedures. In 1997, net sales included
instrument sales of $1.0 million and blood serology products of $100,000.
Instrument sales in 1997 reflect the impact of the Company's marketing
arrangement with the United States Surgical Corporation which was terminated in
October 1997. Sales of serology products at Neoprobe Europe continued to
decrease as a result of the Company's efforts to develop the long-term
production capacity for targeting agents. Other income during the first quarter
of 1998 and 1997 was $224,000 and $584,000, respectively, and represented
primarily interest income earned during both periods.
Research and Development Expenses
Research and development expenses increased during the first quarter of 1998 to
$5.2 million from $3.5 million for the same period in 1997. The increase
reflects the Company's efforts to develop and produce the Company's next
generation of devices for the gamma guided surgery business. The increase also
reflects severance and other costs incurred during the first quarter associated
with the Company's reorganization in February. Clinical trial activity decreased
during the first quarter of 1998, compared to the same period in 1997, and was
primarily related to the development of activated cellular therapy technology.
Marketing and Selling Expenses
During the first quarter of 1998, marketing and selling expenses increased by
$239,000 over the same period in 1997. The increase in marketing expenses during
the first quarter of 1998, as compared to the same period in 1997, relates to an
increased marketing effort to meet competitive pressure and further penetrate
the lymphatic mapping market as well as to continue to support the anticipated
launch of the Company's first RIGS(R) product. The increased expenses were the
result of a greater number of sales and marketing personnel in 1998, coupled
with relative increases in travel and entertainment as well as promotional costs
associated with the launch of new products.
General and Administrative Expenses
General and administrative expenses were $1.6 million for both the first quarter
of 1998 and the same period in 1997. Additional costs related to the February
reorganization were offset by an overall lower headcount during the first
quarter of 1998 than the same period in 1997.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
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 June 1996 Form 8-K).
4. INSTRUMENTS DEFINING THE RIGHTS OF 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).
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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 10. MATERIAL CONTRACTS.
Exhibit 10.2.42
Severance Agreement dated October 9, 1997 between the Registrant
and Larry Anderson.
Exhibit 10.2.43
Agreement, Release, and Waiver dated February 23, 1998 between the
Registrant and Dr. William Eisenhardt.
11. STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
Exhibit 11.1
Computation of Net Loss Per Share (basic and diluted).
27. FINANCIAL DATA SCHEDULE.
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC
information only).
B. REPORTS ON FORM 8-K.
No current report on Form 8-K was filed by the Registrant during
the first quarter of fiscal 1998.
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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
(Registrant)
By: /s/ David C. Bupp
-------------------------------------
President and Chief Executive Officer
(principal executive officer)
Dated: May 14, 1998
By: /s/ John Schroepfer
-------------------------------------
John Schroepfer, Vice President
Finance & Administration
(principal financial and accounting
officer)
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
------------------------
NEOPROBE CORPORATION
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FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED:
MARCH 31, 1998
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EXHIBITS
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EXHIBIT 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 June 1996 8-K).
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 10.2.42
Severance Agreement dated October 9, 1997 between the Registrant and Larry
Anderson.
Page 16 in the manually signed original.
Exhibit 10.2.43
Agreement, Release, and Waiver dated February 23, 1998 between the Registrant
and Dr. William Eisenhardt.
Page 22 in the manually signed original.
Exhibit 11.1
Computation of Net Loss Per Share.
Page 29 in the manually signed original.
Exhibit 27.1
Financial Data Schedule (submitted electronically for SEC information only).