Exhibit
99.1
| |
IMMEDIATE
RELEASE
|
July
27, 2009
|
|
|
Brent
Larson,
Vice
President / CFO
614
822 2330
|
Tim
Ryan,
The
Shoreham Group
646
342 6199
|
NEOPROBE
TO RECEIVE $3.5 MILLION FROM MONTAUR WARRANT EXERCISE
RIGS
Biologic Development Initiative Commenced
DUBLIN,
OHIO – July 27, 2009 — Neoprobe Corporation (OTCBB: NEOP), a diversified
developer of innovative oncology and cardiovascular surgical and diagnostic
products, today announced that Platinum-Montaur Life Sciences, LLC (“Montaur”)
agreed to exercise all 6 million of its Class Y warrants, which had an
expiration date of December 5, 2013, to purchase common shares of Neoprobe
Corporation. The exercise of the warrants will occur in two tranches of $1.6
million, which has occurred, and $1.85 million, which will occur no later than
September 30th,
providing Neoprobe with a total of $3.45 million in gross proceeds. In addition,
Neoprobe and Montaur agreed to amend the $7 million secured note issued to
Montaur in December 2007 to grant Montaur conversion rights with respect to the
$3.5 million portion of the note that was previously
unconvertible. The newly convertible $3.5 million portion will be
convertible into 3.6 million shares of Neoprobe common stock. Montaur also
agreed to remove the price-based anti-dilution adjustment provisions of the
notes, preferred stock and warrants issued to Montaur that have created a
significant non-cash derivative liability on the Company’s balance sheet. In
conjunction with this transaction, Neoprobe issued Montaur a warrant to purchase
2.4 million shares of Neoprobe common stock at an exercise price of $0.97 per
share. The pricing of the new conversion shares and warrants was based upon the
market price of Neoprobe common stock on July 16th when
Neoprobe and Montaur agreed in principle to the terms of the
transaction.
David
Bupp, Neoprobe’s President and CEO, said, “Neoprobe is pleased to announce the
completion of the financial transaction with Montaur. The additional financial
resources provided by the exercise of the warrants assure the financial
resources to complete the development of Lymphoseek® and to
prepare for the commencement of a new Phase 3 evaluation of the RIGS®
technology. Based on the current feedback from the EMEA, should the prospective
Phase 3 study for RIGS replicate the results of the previous Phase 3 study, then
the safety and efficacy portion of the regulatory submission would be satisfied.
We are initiating the manufacturing initiatives for the RIGS technology
consistent with the most recent favorable scientific advice assessment received
from the EMEA while we await a review of the RIGS program by FDA. In addition,
the amendments to the financing agreements will permit the elimination of the
majority of the Company’s derivative liabilities in the third
quarter.”
Mark
Nordlicht, Chairman and Chief Investment Officer of Platinum Management LLC, the
parent of Montaur, added, “Since our initial investment, the Company has
successfully completed a Phase 3 evaluation of Lymphoseek in breast cancer and
melanoma patients and our warrant exercise affords them the resources to
complete the Lymphoseek development program and to prepare and submit the
regulatory submissions to secure marketing clearances for Lymphoseek from FDA
and EMEA. Further, they now have adequate financing to complete the development
work on the RIGS antibody scale-up to ensure adequate supplies of clinical grade
material sufficient to execute the remaining Phase 3 study of the RIGS
technology in colorectal cancer.”
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NEOPROBE
CORPORATION
ADD
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Michael
Goldberg, M.D., Principal, Montaur Capital Partners, LLC and Portfolio Manager
of Montaur, said, “Neoprobe has represented an excellent investment opportunity;
however, we believe the Company’s current market value significantly undervalues
its portfolio of assets. We have encouraged Neoprobe management to assess its
strategic options with an investment bank to better explore ways to enhance
shareholder value.”
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. A
Phase 3 multi-center clinical trial for Lymphoseek in patients with breast
cancer or melanoma has been successfully completed and a protocol for a second
Phase 3 clinical study to evaluate the efficacy of Lymphoseek as a sentinel
lymph node tracing agent in patients with head and neck squamous cell carcinoma
has been initiated at clinical sites. The RIGS system is a proprietary
technology that utilizes tumor specific radiolabeled antibodies that localize to
disease involved tissue and where the tissue is identified during the course of
a patient’s cancer surgery.
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 neoprobe® GDS line
of gamma detection systems that are widely used by cancer
surgeons. 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
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.