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) July 12, 2006 -------------------------------- NEOPROBE CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 0-26520 31-1080091 -------------------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 425 Metro Place North, Suite 300, Columbus, Ohio 43017 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (614) 793-7500 ------------------------------ (Former name or former address, if changed since last report.) 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): [] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS. On July 12, 2006, Neoprobe Corporation (the "Company") announced that it had initiated its Phase 2 multi-center study of Lymphoseek(TM), a lymphatic tissue targeting agent being developed by the Company. The Company was granted authorization by the FDA earlier this year to commence patient enrollment in a Phase 2 multi-center clinical study to evaluate the safety and efficacy of Lymphoseek. The Company issued a press release on July 12, 2006, announcing the initiation of the Phase 2 clinical study. A copy of the press release is attached hereto as Exhibit 99.1 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, 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. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits. Exhibit Number Exhibit Description 99.1 Neoprobe Corporation press release dated July 12, 2006, entitled "Neoprobe Initiates Lymphoseek Phase 2 Clinical Study." 2 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. Neoprobe Corporation Date: July 14, 2006 By: /s/ Brent L. Larson -------------------------------------------- Brent L. Larson, Vice President, Finance and Chief Financial Officer 3