UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of The Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported) March
5, 2007
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NEOPROBE
CORPORATION
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(Exact
name of registrant as specified in its charter)
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Delaware
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0-26520
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31-1080091
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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425
Metro Place North, Suite 300, Columbus, Ohio
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43017
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
(614)
793-7500
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(Former
name or former address, if changed since last
report.)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under
any
of the following provisions (see General Instruction A.2. below):
oWritten
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
oSoliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant
to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
2.02. Results of Operations and Financial
Condition.
On
March
7, 2007, Neoprobe Corporation (the “Company”) issued a press release regarding
its consolidated financial results for the fourth quarter and for the full
year
ended December 31, 2006. A copy of the Company’s March 7, 2007, press release is
furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The
information contained in Item 2.02 of this Current Report on Form 8-K, including
exhibit 99.1 hereto, shall not be treated as “filed” for purposes of the
Securities Exchange Act of 1934, as amended.
Item
8.01. Other Events.
On
March
5, 2007, the Company issued a press release announcing that the results from
the
first stage of a multicenter Phase 2 clinical study of Lymphoseek® support the
commencement of enrollment in the second stage of the Phase 2 study. Lymphoseek
is a proprietary radioactive tracing agent being developed by the Company for
use in connection with gamma detection devices in a surgical procedure known
as
Intraoperative Lymphatic Mapping (ILM). A copy of the complete text of the
Company’s March 5, 2007, press release is filed as Exhibit 99.2 to this Current
Report on Form 8-K and is incorporated herein by reference.
Additionally,
on March 8, 2007, the Company released the text of its annual letter to
stockholders from Chairman Dr. Julius R. Krevans, and President and Chief
Executive Officer David C. Bupp. The letter highlights the Company’s business
and financial activities in 2006 and early 2007, and outlines planned business
initiatives for the remainder of 2007. A copy of the complete text of the
Company’s March 8, 2007, press release is filed as Exhibit 99.3 to this Current
Report on Form 8-K and is incorporated herein by reference.
Statements
contained or incorporated by reference in this Current Report on Form 8-K 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, 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, 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, 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
Number Exhibit
Description
| 99.1 |
Neoprobe
Corporation press release dated March 7, 2007, entitled “Neoprobe
Announces 2006 Annual Results.”
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| 99.2 |
Neoprobe
Corporation press release dated March 5, 2007, entitled “Neoprobe
Announces Interim Phase 2 Lymphoseek
Results.”
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| 99.3 |
Neoprobe
Corporation press release dated March 8, 2007, entitled “Neoprobe Releases
Text of 2007 Letter to Shareholders.”
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Neoprobe
Corporation
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Date:
March
8, 2007
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By:
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/s/
Brent L. Larson
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Brent
L. Larson, Vice President, Finance and
Chief
Financial Officer
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