| |
IMMEDIATE
RELEASE
CONTACTS:
Brent
Larson,
Vice
President / CFO
614
793 7500
|
December
1, 2006
Tim
Ryan,
The
Trout Group
212
477 9007
|
NEOPROBE
ANNOUNCES MODIFICATION OF NOTE TERMS
DUBLIN,
OHIO - December 1, 2006 - Neoprobe Corporation (OTCBB:NEOP - News), a
diversified developer of innovative oncology and cardiovascular surgical and
diagnostic products, today announced that it had completed negotiations for
the
elimination of certain note covenants and the modification of the maturity
of
the notes with Great Point Partners LLC,(“Great Point”) the holder of $8.0
million in secured notes that were originally due on December 13, 2008. Great
Point has agreed to eliminate the revenue and cash covenants that were in the
original notes through the remaining term of the notes. In exchange for the
elimination of the note covenants, Great Point will receive an increased annual
interest rate of 12%. Under the terms of the amended agreement, Neoprobe gains
the option of repaying the notes early without penalty but will be required
to
pay a portion of proceeds from certain transactions, such as equity raises,
to
the note holders. Great Point will retain the option to convert its notes into
Neoprobe common shares at a fixed conversion price of $0.40 per share but has
waived anti-dilution rights under the notes. Additionally, the parties agreed
to
modify the repayment schedule to include periodic repayments over the course
of
2007 and 2008, and to extend the final maturity of the notes to January 7,
2009.
David
Bupp, Neoprobe’ President and CEO, said, “The elimination of the key note
covenants, the relief from anti-dilution protection and the ability of the
company to retire the notes without any prepayment penalty provides Neoprobe
with considerable flexibility to manage its capital structure going forward,
all
without any incremental dilution to the shareholders of Neoprobe.”
David
Kroin, a Managing Director of Great Point Partners, said, “The restructuring of
the notes provides Neoprobe with a clear path toward repayment of the Notes
over
a manageable period of time without new dilution for shareholders. We believe
these changes will provide Neoprobe greater access to capital and while we
maintain our ability to participate in the upside of Lymphoseek. We believe
it
is in the best long-term interest of the company to permit Neoprobe to further
diversify its shareholder base.”
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.
Neoprobe’s subsidiary, Cira Biosciences, Inc., is also advancing a
patient-specific cellular therapy technology platform called ACT. Neoprobe’s
strategy is to deliver superior growth and shareholder return by maximizing
its
strong position in gamma detection technologies and diversifying into new,
synergistic biomedical markets through continued investment and selective
acquisitions. www.neoprobe.com
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more -
Statements
in this news release, which relate to other than strictly historical facts,
such
as statements about the Company’s plans and strategies, expectations for future
financial performance, new and existing products and technologies, anticipated
clinical and regulatory pathways, and markets for the Company’s products are
forward-looking statements The words “believe,” “expect,” “anticipate,”
“estimate,” “project,” and similar expressions identify forward-looking
statements that speak only as of the date hereof. Investors are cautioned that
such statements involve risks and uncertainties that could cause actual results
to differ materially from historical or anticipated results due to many factors
including, but not limited to, the Company’s continuing operating losses,
uncertainty of market acceptance of its products, reliance on third party
manufacturers, accumulated deficit, future capital needs, uncertainty of capital
funding, dependence on limited product line and distribution channels,
competition, limited marketing and manufacturing experience, risks of
development of new products, regulatory risks and other risks detailed in the
Company’s most recent Annual Report on Form 10-KSB and other Securities and
Exchange Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.