Exhibit 99.1
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IMMEDIATE RELEASE
CONTACTS:
Brent Larson,
Vice President / CFO
614 822 2330
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December 27, 2007
Tim Ryan,
The Trout Group
646 378 2924 |
NEOPROBE OBTAINS $13 MILLION IN FUNDING
Business Update Conference Call Scheduled for January 3, 2008
DUBLIN, OHIO December 27, 2007 Neoprobe Corporation (OTCBB:NEOP News), a diversified
developer of innovative oncology and cardiovascular surgical and diagnostic products, today
announced that it had signed definitive agreements for a $13 million financing with Platinum
Montaur Life Sciences LLC (Montaur) . The first funding under the Securities Purchase Agreement
between Neoprobe and Montaur is for $7 million, which will be used to repay in full $5.7 million in
notes that were due in January 2009. In addition, funding from the first closing will retire
10,125,000 in warrants to purchase shares of Neoprobe common stock that were associated with the
notes due in 2009. Montaur has committed to additional funding aggregating $6 million that will be
used to support the development of Lymphoseek®.
Michael Goldberg, M.D., Principal, Montaur Capital Partners, LLC and Portfolio Manager of the
Platinum Montaur Life Sciences Fund, said, Neoprobe represents an excellent investment
opportunity. They have established a dominant position in the gamma detection medical device arena,
they have structured a Lymphoseek marketing and distribution agreement with Cardinal Health, the
premier radiopharmaceutical organization in the United States, and they are poised to commence the
Phase 3 clinical evaluation of Lymphoseek that we believe will transform the companys revenue and
profitability outlook.
David Bupp, Neoprobes President and CEO, said, We are very pleased to complete the financing with
Montaur, which provides us with the financial resources to complete the clinical and other
development activities associated with Lymphoseek. Coupled with the recently completed marketing
and distribution agreement for Lymphoseek in the United States and the recently extended marketing
agreement for our gamma detection device products, we believe Neoprobe is prepared to take the next
steps in our evolution as a multiple product biomedical company with both device and drug
revenues.
The first funding of $7 million is in the form of a secured note which is due in December 2011. The
note is partially convertible at the option of Montaur into shares of Neoprobe common stock at a
negotiated fixed conversion price of $0.26. If Montaur converts all of the eligible portion of the
first note into common stock Neoprobe would issue 13,461,538 shares of Neoprobe common stock to
Montaur. In addition, Neoprobe issued to Montaur warrants to purchase 6,000,000 shares of Neoprobe
common stock at an exercise price of $0.32 per share.
A second funding of $3 million will occur upon the commencement of the Phase 3 clinical studies of
Lymphoseek. The second funding will be in the form of a secured note payable in December 2011. The
second note will be fully convertible at the option of Montaur into shares of Neoprobe common stock
at the lesser of $0.40 per share or the closing price of Neoprobe common stock prior to closing. In
addition, at the second closing Neoprobe will issue to Montaur warrants to purchase an amount of
shares of Neoprobe common stock equal to the number of conversion shares at an exercise price of
115% of the conversion price of the second note.
Finally, a third funding of $3 million will occur upon the completion of the enrollment of 200
evaluable patients in the Phase 3 clinical studies of Lymphoseek. The third funding will be in the
form of convertible preferred stock of Neoprobe. The preferred shares will be fully convertible at
the option of Montaur into shares of Neoprobe common stock at the lesser of $0.50 per share or the
closing price of Neoprobe common stock prior to closing. In addition, Neoprobe will issue to
NEOPROBE
CORPORATION
ADD 2
Montaur warrants to purchase an amount of shares of Neoprobe common stock equal to the number of
conversion shares at an exercise price of 115% of the conversion price of the preferred stock.
WBB Securities LLC served as the sole placement agent on the transaction with Montaur.
Neoprobes President and CEO, David Bupp, will discuss the Montaur funding and other recent
development events during a conference call scheduled for 11:30AM ET, Thursday, January 3, 2008.
The conference call can be accessed as follows:
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| Conference Call Information |
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TO LISTEN TO A REPLAY: |
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Date: |
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January 3, 2008 |
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Available until: |
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January 10, 2008 |
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11:30AM ET |
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Toll-free (U.S.) Dial in # : |
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877-660-6853 |
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International Dial in # : |
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201-612-7415 |
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Toll-free (U.S.) Dial in # : |
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877-407-8033 |
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Replay passcodes (both |
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International Dial in # : |
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201-689-8033 |
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required for playback): |
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Account
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286 |
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Conference
ID # : |
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267217 |
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Lymphoseek is a proprietary radioactive tracing agent being developed for use in connection with
gamma detection devices in a surgical procedure known as Intraoperative Lymphatic Mapping (ILM).
Neoprobe has discussed with FDA protocols for the conduct of Phase 3 clinical evaluations of
Lymphoseek in patients with either breast cancer or melanoma. Pending the completion of the Phase 3
protocol review by FDA and obtaining the consent of the institutions who will conduct the Phase 3
studies, Neoprobe intends to commence enrollment in the Phase 3 trials in the first quarter of
2008.
About Neoprobe
Neoprobe is a biomedical company focused on enhancing patient care and improving patient outcome by
meeting the critical intraoperative diagnostic information needs of physicians and therapeutic
treatment needs of patients. Neoprobe currently markets the neo2000® line of gamma
detection systems that are widely used by cancer surgeons and is commercializing the
Quantix® line of blood flow measurement products developed by its subsidiary,
Cardiosonix Ltd. In addition, Neoprobe holds significant interests in the development of related
biomedical systems and radiopharmaceutical agents including Lymphoseek® and
RIGScan® CR. Neoprobes subsidiary, Cira Biosciences, Inc., is also advancing a
patient-specific cellular therapy technology platform called ACT. Neoprobes strategy is to
deliver superior growth and shareholder return by maximizing its strong position in gamma detection
technologies and diversifying into new, synergistic biomedical markets through continued investment
and selective acquisitions. www.neoprobe.com
Statements in this news release, which relate to other than strictly historical facts, such as
statements about the Companys plans and strategies, expectations for future financial performance,
new and existing products and technologies, anticipated clinical and regulatory pathways, and
markets for the Companys products are forward-looking statements The words believe, expect,
anticipate, estimate, project, and similar expressions identify forward-looking statements
that speak only as of the date hereof. Investors are cautioned that such statements involve risks
and uncertainties that could cause actual results to differ materially from historical or
anticipated results due to many factors including, but not limited to, the Companys continuing
operating losses, uncertainty of market acceptance of its products, reliance on third party
manufacturers, accumulated deficit, future capital needs, uncertainty of capital funding,
dependence on limited product line and distribution channels, competition, limited marketing and
manufacturing experience, risks of development of new products, regulatory risks and other risks
detailed in the Companys most recent Annual Report on Form 10-KSB and other Securities and
Exchange Commission filings. The Company undertakes no obligation to publicly update or revise any
forward-looking statements.