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) April 26, 2005
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NEOPROBE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-26520 31-1080091
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
425 Metro Place North, Suite 300, Columbus, Ohio 43017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (614) 793-7500
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(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 2.02. Results of Operations and Financial Condition.
On April 28, 2005, Neoprobe Corporation (the "Company") issued a press
release regarding its consolidated financial results for the quarter ended March
31, 2005. A copy of the Company's 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 the exhibit 99.1 hereto, shall not be treated as "filed" for purposes
of the Securities Exchange Act of 1934, as amended.
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
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,
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 8.01. Other Events.
On April 26, 2005, the Company issued a press release announcing that its
subsidiary, CIRA Biosciences, Inc. (CIRA Bio), received from Battelle Memorial
Institute an independent technology assessment report on CIRA Bio's activated
cellular therapy (ACT) technology. A copy of the Company's press release is
furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated
herein by reference. The Battelle report indicates that the ACT cell processing
technology would be commercially feasible and reproducible with CIRA Bio's
implementation of the recommended Battelle process and procedure development
initiatives.
In addition to announcing the results of the technology assessment, the
release reported on recommendations of CIRA Bio's scientific advisors regarding
strategy for the next clinical studies for ACT.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit
Number Exhibit Description
99.1 Neoprobe Corporation press release dated April 28, 2005, entitled
"Neoprobe Announces First Quarter Results."
99.2 Neoprobe Corporation press release dated April 26, 2005, entitled
"Neoprobe Receives Cellular Therapy Technology Assessment."
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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.
Neoprobe Corporation
Date: May 2, 2005 By: /s/ Brent L. Larson
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Brent L. Larson, Vice President
Finance and Chief Financial Officer
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