U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 10-QSB
(MARK ONE)
/X/ QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1996
or
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
EXCHANGE ACT
For the transition period from ______ to______
COMMISSION FILE NUMBER: 0-20676
NEOPROBE CORPORATION
(Exact name of small business issuer 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)
Check whether the issuer: (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act 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
----- -----
19,649,397 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 13, 1996)
Transitional Small Business Disclosure Format (check one):
YES NO X
----- -----
-1-
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, March 31,
1995 1996
------------ -----------
ASSETS
Current assets:
Cash and cash equivalents $10,032,973 $ 9,944,949
Available-for-sale securities 7,279,659 4,947,670
Stock subscriptions receivable 1,262,513 0
Accounts receivable:
Trade 176,434 159,874
Related parties 7,896 340
Inventory 473,004 406,089
Prepaid expenses and other current assets 784,016 1,596,788
----------- -----------
Total current assets 20,016,495 17,055,710
----------- -----------
Long term investment 0 1,500,000
Property and equipment, at cost, net of accumulated
depreciation and amortization 3,565,272 3,974,228
Intangible assets, net of accumulated amortization 523,249 532,110
Other assets 40,314 147,820
----------- -----------
Total assets $24,145,330 $23,209,868
=========== ===========
The accompanying notes are an integral part of
the consolidated financial statements
-2-
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, March 31,
1995 1996
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable:
Trade $ 1,558,916 $ 1,157,321
Related parties 25,838 41,102
Accrued expenses 957,049 717,710
Notes payable to finance company 128,487 78,780
Capital lease obligation, current 244,348 229,111
------------ ------------
Total current liabilities 2,914,638 2,224,024
------------ ------------
Long term debt 1,100,000 550,000
Capital lease obligation 82,043 33,324
------------ ------------
Total liabilities 4,096,681 2,807,348
------------ ------------
Commitments and contingencies
Stockholders' equity:
Preferred Stock; $.001 par value; 5,000,000 shares
authorized at December 31, 1995 and March 31, 1996; -- --
none outstanding (500,000 shares designated as Series A,
$.001 par value, at March 31, 1996; none outstanding)
Common stock; $.001 par value; 50,000,000 shares authorized;
17,534,800 and 17,952,055 shares issued; 17,334,800 and
17,852,055 shares outstanding at December 31, 1995
and March 31, 1996, respectively 17,335 17,852
Additional paid in capital 62,964,787 66,960,672
Deficit accumulated during development stage (43,146,860) (46,697,059)
Unrealized gain (loss) on available-for-sale securities 46,480 (42,886)
Cumulative foreign currency translation adjustment 166,907 163,941
------------ ------------
Total stockholders' equity 20,048,649 20,402,520
------------ ------------
Total liabilities and stockholders' equity $ 24,145,330 $ 23,209,868
============ ============
The accompanying notes are an integral part
of the consolidated financial statements
-3-
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF OPERATIONS
November 16,
1983
Three Months Ended (inception)
March 31, to March 31,
1995 1996 1996
------------ ------------ ------------
Net sales $ 273,023 $ 196,397 $ 3,084,208
Cost of goods sold 157,393 150,741 1,602,265
------------ ------------ ------------
Gross profit 115,630 45,656 1,481,943
------------ ------------ ------------
Operating expenses:
Research and development expenses:
Wages and benefits 781,764 859,962 10,030,920
Contracted services 361,658 651,747 5,189,194
Clinical trials 689,091 805,901 13,639,093
Other 121,729 235,136 2,510,112
------------ ------------ ------------
Total research and development 1,954,242 2,552,746 31,369,319
------------ ------------ ------------
General and administrative expenses:
Wages and benefits 252,275 323,511 5,562,706
Contracted services 64,506 145,148 2,297,132
Professional services 119,325 165,149 2,878,240
Depreciation and amortization 136,547 137,466 1,678,068
Other 342,144 501,698 6,861,177
------------ ------------ ------------
Total general and administrative 914,797 1,272,972 19,277,323
------------ ------------ ------------
Loss from operations (2,753,409) (3,780,062) (49,164,699)
------------ ------------ ------------
Other income (expense):
Interest income 49,164 234,828 1,820,868
Interest expense (13,873) (10,212) (432,816)
Gain (loss) on foreign currency transactions 281 (9,497) (10,701)
Other 176,539 14,744 1,010,936
Minority interest 79,353
------------ ------------ ------------
Total other income 212,111 229,863 2,467,640
------------ ------------ ------------
Net loss $ (2,541,298) $ (3,550,199) $(46,697,059)
============ ============ ============
Net loss per share of common stock $ (0.21) $ (0.20)
============ ============
Shares used in computing net loss
per share 11,856,684 17,426,614
============ ============
The accompanying notes are an integral part
of the consolidated financial statements
-4-
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
November 16,
1983
Three Months Ended (inception)
March 31, to March 31,
1995 1996 1996
------------ ------------ ------------
Net cash used in operating activities $ (2,248,970) $ (3,871,959) $(43,992,671)
Cash flows from investing activities:
Purchases of available-for-sale securities (5,300,000) (1,533,927) (46,146,199)
Proceeds from sale of available-for-sale securities 1,147,428 813,532 19,195,689
Maturities of available-for-sale securities 5,791,407 3,000,000 21,982,742
Other (76,856) (551,232) (4,166,724)
------------ ------------ ------------
Net cash provided by (used in) investing activities 1,561,979 1,728,373 (9,134,492)
------------ ------------ ------------
Cash flows from financing activities:
Issuance of common stock, net 5,932,652 2,177,663 53,879,383
Other (101,568) (113,648) 9,200,107
------------ ------------ ------------
Net cash provided by financing activities 5,831,084 2,064,015 63,079,490
------------ ------------ ------------
Effect of exchange rate changes on cash 705 (8,453) (7,378)
------------ ------------ ------------
Net increase (decrease) in cash and cash 5,144,798 (88,024) 9,944,949
equivalents
Cash and cash equivalents at beginning of period 500,775 10,032,973 0
------------ ------------ ------------
Cash and cash equivalents at end of period $ 5,645,573 $ 9,944,949 $ 9,944,949
============ ============ ============
The accompanying notes are an integral part
of the consolidated financial statements.
-5-
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements
1. BASIS OF PRESENTATION
The information presented for March 31, 1995 and 1996, and for the periods
then ended is unaudited, but includes all adjustments (which consist only
of normal recurring adjustments) which the Company's management 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,
1995, which were included as part of the Company's Annual Report on Form
10-KSB (file no. 0-20676).
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, 1995 March 31, 1996
----------------- --------------
Materials and component parts $101,886 $109,242
Work-in-process 107,786 37,435
Finished goods 263,332 259,412
-------- --------
$473,004 $406,089
======== ========
3. LONG-TERM DEBT
In 1995, Neoprobe (Israel) Ltd. ("Neoprobe (Israel)"), a subsidiary of the
Company, and the Company issued convertible debentures in the amount of
$1,100,000 due February 10, 1997. The debentures are convertible into
preferred shares of Neoprobe (Israel) or into shares of the Company's
common stock at a conversion price of $5.50 per share. The interest rate on
the debentures is at three percentage points above the 12-month LIBOR rate,
or approximately 9%. In March 1996, debentures in the amount of $550,000
were converted into 100,000 shares of the Company's common stock.
Certificates for an additional 100,000 shares of the Company's common stock
are being held in escrow.
4. STOCK OPTIONS
In January 1996, 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 295,200 shares
of common stock, exercisable at $15.75 per share, 50,000 vesting upon the
meeting of certain milestones. Currently, the Company has 1,970,237 options
outstanding under the Plan, and 992,293 options have vested as of March 31,
1996.
-6-
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements (continued)
5. AGREEMENTS
In February 1996, the Company and XTL Biopharmaceuticals Ltd. ("XTL")
executed a series of agreements, including an Investment Agreement and a
Research and Development Agreement whereby XTL will perform specific
research activities using XTL's proprietary technology for the development
of future products for the Company. The Company purchased $1.5 million of
convertible debentures of XTL, convertible into approximately a 15% equity
interest in XTL as of the date of purchase. The Company also acquired a
warrant affording Neoprobe the option to purchase approximately 171,000
additional shares of common stock of XTL. Neoprobe issued 125,000 shares of
common stock to XTL in exchange for the convertible debentures, warrant,
and product development activities.
In March 1996, the Company and Enzon, Inc. executed an Amendment to the
License Agreement and Development Agreement. Pursuant to the Amendment, a
Development Agreement executed between the parties on August 15, 1992 has
been terminated in all respects. Under the amended terms of the License
Agreement, the parties agreed to cancel a note issued to Enzon, and
Neoprobe agreed to issue to Enzon warrants to purchase 50,000 shares of
Common Stock at an exercise price of $6.30 per share, and an additional
warrant to purchase up to 100,000 shares of Common Stock at an exercise
price of $12.60 per share.
In March 1996, the Company executed a Subscription and Option Agreement
with Cira Technologies, Inc.("Cira"), under which the Company received a 10
percent equity interest in Cira and an option to increase its interest in
Cira to 25 percent at a price to be determined based on the future value of
Cira subject to a cap and a floor. Currently, the Company's Chairman and
CEO is a director of and a principal shareholder in Cira. Additionally, a
partner of a law firm, who is a director of the Company which provides
various legal services to the Company, is a principal shareholder of Cira.
The Company is finalizing agreements under which it will provide financial,
clinical, and technical support to Cira for Cira to conduct a clinical
study using Cira's technology and the Company will have an option to
acquire an exclusive global license for Cira's technology. The Company's
financial commitment for this clinical study will not exceed $500,000, and
the Company has the right to terminate the Agreement upon review of interim
results of the clinical study.
6. CONTINGENCIES
The Company has been named as an additional party defendant in the In re
Blech Securities litigation pending in the United States District Court for
the Southern District of New York. The plaintiffs in the litigation are
eight named individuals who are alleged to be representatives of a class of
securities purchasers. The defendants in the litigation include David
Blech, who was a principal shareholder of the Company until September 1994;
Mark Germain, who was a director of the Company until September 1994; D.
Blech & Co., a registered broker-dealer owned by Mr. Blech; trustees of
certain trusts established by Mr. Blech and other entities; as well as ten
other corporations of which Mr. Blech was a principal shareholder. The
amount of damages requested is not specified in the complaint. The Company
has rejected the allegations of the complaint that apply to it and intends
to vigorously defend itself against this action. In the opinion of
management, the outcome of this matter will not have a material effect on
the Company's financial position or results of operations.
-7-
NEOPROBE CORPORATION AND SUBSIDIARIES
(A Development Stage Company)
Notes to the Consolidated Financial Statements (continued)
7. SUBSEQUENT EVENTS
In April 1996, the Company completed the sale of 1,750,000 shares of common
stock in a public secondary offering at an offering price to the public of
$18.50. Proceeds to the Company from this offering, net of the
underwriters' discount, was approximately $30.5 million.
In May 1996, the Company executed two License Agreements with The Dow
Chemical Company ("Dow"), whereby the Company was granted exclusive
licenses to technology covered by patents owned by Dow. In exchange, the
Company will issue to Dow 124,805 shares of common stock, make an
additional lump sum payment upon first approval of any product covered by
the License Agreements, make additional lump sum payments to Dow upon
achieving certain sales milestones, and pay royalties on net sales of
products covered by the License Agreements.
-8-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
This Management's 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 1996 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 $64.0 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 is developing both the radiolabeled
targeting agents and radiation-detection instrument components of the RIGS
technology. Before commercial revenue can be generated, the Company must
complete clinical testing and obtain regulatory approval to market its products.
The Company has completed testing in a pivotal Phase III clinical trial for the
detection of metastatic colorectal cancer in both the U.S. and Europe. In
addition, the Company has completed testing in a separate Phase III clinical
trial for primary colorectal cancer in the U.S. Neoprobe is preparing to submit
a dossier (i.e. marketing application) to the European regulatory agencies and a
Biologic License Application ("BLA") to the FDA for its RIGS product for the
detection of metastatic colorectal cancer. In addition, the Company is studying
the safety and efficacy of RIGS products for detecting breast, ovarian, and
neuroendocrine cancers, and the safety and efficacy of certain cancer therapy
products (RIGS/ACT) for colorectal cancers. 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.
For the period from inception to March 31, 1996, the Company has incurred
cumulative net losses of approximately $46.7 million. 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 of RIGS products. The amount
required to complete such testing will depend upon the outcome of regulatory
reviews. The regulatory bodies may require more testing than is currently
planned 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, 1996, the Company had cash, cash equivalents, and
available-for-sale securities of approximately $14.9 million. In April, 1996,
the Company completed the sale of 1,750,000 shares of Common Stock at a price of
$18.50 per share in a secondary offering. Gross proceeds from this offering were
$32,375,000 and proceeds net of underwriting discounts were $30,502,500.
The Company has completed testing in a pivotal Phase III clinical trial for the
detection of metastatic colorectal cancer in both the U.S. and Europe. In
addition, the Company has completed testing in a separate Phase III clinical
trial for primary colorectal cancer in the U.S. Neoprobe is preparing to submit
a dossier to the European regulatory agencies and a BLA to the FDA for its RIGS
product for the detection of metastatic colorectal cancer. In 1996, regulatory
activities related to the RIGScan CR49 product continued to increase as the
Company moved closer to submitting an application to begin marketing a
colorectal product in Europe and the United States. Consolidated research and
development expenses during the first quarter of 1996 were approximately $2.6
million, or 67 percent of total expenses for the year. Consolidated general and
administrative expenses were approximately $1.3 million, or 33 percent of total
expenses for the period.
-9-
MonoCarb is a wholly-owned subsidiary of the Company, located in Lund, Sweden,
where it operates a biological manufacturing and purification facility. The
Company intends to use the production capability of MonoCarb to produce future
RIGScan products. MonoCarb purchased and installed vial filling equipment during
1995. This equipment will be used to prepare the CC49 monoclonal antibody
produced by Bio-Intermediair BV for final radiolabeling. The Company anticipates
that approximately $850,000 will be needed to cover operating expenses at
MonoCarb during 1996.
In 1994, the Company formed Neoprobe (Israel) Ltd. ("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 January 1995, the Company completed
negotiations with the Ministry of Finance and the Office of the Chief Scientist
in Israel to provide up to $2.5 million in the form of Israeli-government
guaranteed non-recourse loans and research grants to Neoprobe (Israel). On
August 10, 1995, the Company and Neoprobe (Israel) raised $1.1 million for
Neoprobe (Israel) through the issuance of convertible debentures. Costs
associated with construction of the facility and operations at Neoprobe (Israel)
during 1996 will be financed primarily with government grants and loans
guaranteed by the Israeli government, and by funds raised through the sale of
the convertible debentures.
During 1996, the Company expects to complete enrollment of patients in the Phase
III clinical study for primary colorectal cancer in Europe. The Company will
also continue to focus on validating its manufacturing processes for the
production of RIGS products and completing the compilation of the applications
for colorectal cancer for submission in the United States and in Europe.
Additionally, during 1996, the Company anticipates opening new clinical trials
for additional cancer types and developing an activated cell therapy application
of its RIGS technology (RIGS/ACT). The Company currently anticipates research
and development expenses and general and administrative expenses will increase
significantly during 1996. A significant portion of the increased general and
administrative expenses will be associated with marketing activities in
preparation for the commercial launch of the first RIGS product. The Company's
estimate of its allocation of cash resources is based on the current state of
its business operations and current business plan and current economic and
industry conditions, and is subject to revisions due to a variety of factors
including, without limitation, additional expenses related to regulatory
licensing and research and development, and to reallocation among categories and
to new categories. Neoprobe may need to supplement its funding sources from time
to time. The Company's expenses are subject to change due to a variety of
factors including, without limitation, compliance with United States and foreign
regulatory requirements.
At December 31, 1995, the Company had net operating loss carryforwards of
approximately $39.2 million to offset future taxable income through 2010.
Additionally, the Company has tax credit carryforwards of approximately $1.6
million available to reduce future income tax liability through 2010. 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 an ownership change 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.
In November 1992 and December 1993, the Company issued a total of approximately
2.3 million Class E Redeemable Common Stock Purchase Warrants ("Class E
Warrants"). These warrants are exercisable over a three-year period beginning
November 10, 1993 and expire on November 12, 1996. The Class E Warrants entitle
the holder to purchase one share of Common Stock for $6.50 per share. To the
extent that theses warrants are exercised, the proceeds from the exercise of all
the Class E Warrants would be approximately $15 million. However, there can be
no assurance that these warrants will be exercised, due to a variety of factors,
including the possible volatility of the price of the Company's Common Stock.
-10-
RESULTS OF OPERATIONS
From inception through 1993, the Company's revenue had been primarily from the
sale of radiation-detection instruments to clinical and collaborative sites and
interest earned on investments. MonoCarb generated sales of serology products of
approximately $850,000 and $803,000 during the years ended December 31, 1994 and
1995, respectively. All remaining sales during these periods were from the sale
of instruments. The Company does not anticipate having significant revenue from
the sale of its RIGS products for at least the next 24 months.
Three months ended March 31, 1995 and 1996. For the period ended March 31, 1995,
the Company had net sales of $273,023, consisting primarily of sales by MonoCarb
of blood serology products of approximately $225,000 and sales of
radiation-detection instruments of approximately $50,000. During this same
period in 1995, interest income and other income were $49,164 and $176,539
respectively. Interest income was from the investment of net proceeds from the
company's financing activities. Other income included the recovery of a $150,000
advance to a former underwriter and principal stockholder. For the period ended
March 31, 1996, the Company had net sales of $196,397, consisting primarily of
sales by MonoCarb of approximately $186,000. Interest income was $234,828 for
this period. There were no sales of radiation-detection instruments to
investigational sites nor under clinical trial agreements for either period.
Research and development expenses increased from $1,954,242 in 1995, to
$2,552,746 in 1996. These expenses reflect the activities associated with
conducting clinical trials, including patient enrollment, training, and
compliance with all regulatory concerns of the Food and Drug Administration
("FDA") and European regulatory authorities. Also included in these expenses are
other costs such as consulting services of experts, and product development
costs. The increase in research and development expenses from 1995 to 1996 is
primarily from an increase in contracted services and regulatory expenses
associated with preparation of the marketing applications for the US and Europe.
The Company expects these expenses to continue to increase during the second and
third quarters of 1996.
General and administrative expenses increased from $914,797 in 1995, to
$1,272,9712 in 1996. These expenses reflect the activities associated with
business development and corporate administration. The increase in general and
administrative expenses from 1995 to 1996 is primarily from wages and benefits,
contracted services, and other expenses. Wages and benefits increased as a
result of additional staff added during the first quarter. Contracted services
increased as a result of costs associated with the production of the Company's
annual report. The increase in other expenses primarily consists of increases in
recruiting, travel, and taxes.
-11-
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Not applicable.
ITEM 2. CHANGES IN SECURITY
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 AND FINANCIAL STATEMENTS INCORPORATED BY
REFERENCE
(4) INSTRUMENTS DEFINING THE RIGHTS OF HOLDERS, INCLUDING
INDENTURES
4.1. See Articles FOUR, FIVE, SIX and SEVEN of the Restated
Certificate of Incorporation of the Registrant (incorporated
by reference to Exhibit 99.2 to the Registrant's Current
Report on Form 8-K, as amended, for July 18, 1995;
Commission File No. 0-20676).
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 (incorporated by reference to Exhibit 99.4
to the Registrant's Current Report on Form 8-K for July 18,
1995; Commission File No. 0-20676).
4.3. Specimen of Class E Redeemable Common Stock Purchase Warrant
certificate (incorporated by reference to Exhibit 4.9 to the
registration statement on Form S-1, No. 33-51446).
4.4. Warrant Agreement dated November 10, 1992 between Registrant
and Continental Stock Transfer & Trust Company (incorporated
by reference to Exhibit 4.4 to the Registrant's Annual
Report on Form 10-KSB for the fiscal year ended December 31,
1992; Commission File No. 0- 20676 (the "1992 Form
10-KSB")).
4.5. Supplemental Warrant Agreement dated November 12, 1993
between the Registrant and Continental Stock Transfer &
Trust Company (incorporated by reference to Exhibit 4.5 of
registration statement on Form S-3, No. 33-72658).
4.6. 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. 0-20676).
(10) MATERIAL CONTRACTS.
10.1.1. - 10.1.21. Reserved.
-12-
10.2.1. - 10.3.32. Reserved.
10.3.33. Investment Agreement dated January 31, 1996 between the
Registrant and XTL Biopharmaceuticals, Ltd. ("XTL")
10.3.34. $1,500,000 5% Convertible Subordinated Debenture Due
February 13, 1998 of XTL issued to registrant on
February 13, 1996
10.3.35. Investors' Rights Agreement dated February 5, 1996
between registrant and XTL
10.3.36. Warrant to purchase Class A Common Shares of XTL issued
to registrant on February 13, 1996
10.3.37. Research and Development Agreement dated February 13, 1996
between registrant and XTL (filed pursuant to Rule 24b-2
under which the registrant has requested confidential
treatment of certain portions of this exhibit).
10.3.38. Sublicense Agreement dated February 13, 1996 between
registrant and XTL (filed pursuant to Rule 24b-2 under
which the registrant has requested confidential treatment
of certain portions of this exhibit).
10.3.39. Limited Liability Company Agreement dated February 22, 1996
between Registrant and Peptor Corp.
10.3.40 Subscription and Option Agreement dated March 14, 1996
between registrant and Cira Technologies Inc.
10.3.41. Amendment to License Agreement and Development Agreement
dated March 28, 1996 between Registrant and Enzon, Inc.
(incorporated by reference to Exhibit 4.11 of Post-Effective
Amendment No. 2 to registration statement on Form S-3,
No. 33-86000).
(11) STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS.
11.1. Computation of Net Loss Per Share.
(27) FINANCIAL DATA SCHEDULE.
27.1. Financial Data Schedule.
(B) REPORTS ON FORM 8-K.
A current report on Form 8-K dated March 22, 1996 was filed by the
Registrant reporting under Item 5 (Other Events) a press release issued by the
Registrant relating to initial results of multicenter trials presented at the
Society of Surgical Oncology Symposium.
-13-
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 Operating Officer
Dated: May 13, 1996
By: /s/ John Schroepfer
-------------------------------------
John Schroepfer, Vice President
Finance & Administration
(Principal Financial and Accounting
Officer)
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EXHIBIT INDEX
EXHIBIT PAGE IN MANUALLY
NUMBER DESCRIPTION SIGNED ORIGINAL
4.1. See Articles FOUR, FIVE, SIX and SEVEN of the Restated
Certificate of Incorporation of the Registrant (incorporated *
by reference to Exhibit 99.2 to the Registrant's Current
Report on Form 8-K, as amended, for July 18, 1995;
Commission File No. 0-20676).
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 (incorporated by reference to Exhibit 99.4 *
to the Registrant's Current Report on Form 8-K for July 18,
1995; Commission File No. 0-20676).
4.3. Specimen of Class E Redeemable Common Stock Purchase Warrant
certificate (incorporated by reference to Exhibit 4.9 to the *
registration statement on Form S-1, No. 33-51446).
4.4. Warrant Agreement dated November 10, 1992 between Registrant
and Continental Stock Transfer & Trust Company (incorporated
by reference to Exhibit 4.4 to the Registrant's Annual *
Report on Form 10-KSB for the fiscal year ended December 31,
1992; Commission File No. 0- 20676 (the "1992 Form
10-KSB")).
4.5. Supplemental Warrant Agreement dated November 12, 1993
between the Registrant and Continental Stock Transfer &
Trust Company (incorporated by reference to Exhibit 4.5 of *
registration statement on Form S-3, No. 33-72658).
4.6. 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. 0-20676).
10.3.33. Investment Agreement dated January 31, 1996 between the
Registrant and XTL Biopharmaceuticals, Ltd. ("XTL") 16
10.3.34. $1,500,000 5% Convertible Subordinated Debenture Due
February 13, 1998 of XTL issued to registrant on 39
February 13, 1996
10.3.35. Investors' Rights Agreement dated February 5, 1996 52
between registrant and XTL
10.3.36. Warrant to purchase Class A Common Shares of XTL issued 71
to registrant on February 13, 1996
10.3.37. Research and Development Agreement dated February 13, 1996 82
between registrant and XTL (filed pursuant to Rule 24b-2
under which the registrant has requested confidential
treatment of certain portions of this exhibit).
10.3.38. Sublicense Agreement dated February 13, 1996 between registrant
and XTL (filed pursuant to Rule 24b-2 under which the registrant 96
has requested confidential treatment of certain portions of
this exhibit).
10.3.39. Limited Liability Company Agreement dated February 22, 1996 104
between Registrant and Peptor Corp.
10.3.40. Subscription and Option Agreement dated March 14, 1996 123
between registrant and Cira Technologies Inc.
10.3.41. Amendment to License Agreement and Development Agreement *
dated March 28, 1996 between Registrant and Enzon, Inc.
(incorporated by reference to Exhibit 4.11 of Post-Effective
Amendment No. 2 to registration statement on Form S-3,
No. 33-86000).
11.1. Computation of Net Loss Per Share 142
27.1. Financial Data Schedule (submitted electronically for
SEC information only).
* Incorporated by reference
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