Attached files
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8-K - NAVIDEA BIOPHARMACEUTICALS, INC. | v189281_8k.htm |
EX-4.1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v189281_ex4-1.htm |
EX-4.2 - NAVIDEA BIOPHARMACEUTICALS, INC. | v189281_ex4-2.htm |
EX-10.1 - NAVIDEA BIOPHARMACEUTICALS, INC. | v189281_ex10-1.htm |
EX-10.2 - NAVIDEA BIOPHARMACEUTICALS, INC. | v189281_ex10-2.htm |
Exhibit
99.1
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IMMEDIATE
RELEASE
CONTACTS:
Brent
Larson,
Vice
President / CFO
614
822 2330
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June
22, 2010
Tim
Ryan,
The
Shoreham Group
212
242 7777
|
NEOPROBE
COMPLETES SENIOR DEBT AND PREFERRED STOCK EXCHANGES
Company’s
Balance Sheet Strengthened
Lymphoseek
NDA Filing on Target for Later this Summer
Conference
Call Scheduled for Wednesday June 23rd at 9:00 AM EDT
DUBLIN,
OHIO – Neoprobe Corporation (OTCBB:NEOP - News), a diversified developer of
innovative biomedical surgical oncology products, today announced that
Platinum-Montaur Life Sciences, LLC (Montaur) has agreed to exchange all $10
million of its outstanding 10% senior secured convertible notes and $3 million
perpetual convertible preferred stock for a single new series of preferred stock
convertible into common shares of Neoprobe Corporation. This transaction
significantly strengthens the Company’s balance sheet and positions Neoprobe for
an eventual listing on a major national stock exchange.
Under the
terms of the transaction, Montaur’s $7 million Series A Convertible Secured Note
(originally convertible into 17.1 million common shares), $3 million Series B
Convertible Note (originally convertible into 8.3 million shares) and Series A
Convertible Preferred Stock (originally convertible into 6 million shares) will
be exchanged for Series B Convertible Preferred Stock (the Series B Preferred,
convertible into a total of 32.7 million shares). As part of the consideration
for the conversion, Neoprobe will “prepay” interest and dividends due through
the original note maturity in December 2011 by agreeing to issue an additional
1.3 million shares of common stock on the conversion of the new Series B
Preferred. The Series B Preferred is convertible at the option of Montaur but
carries no dividend and has no liquidation preference over the common stock. The
Series A Convertible Preferred Stock was convertible at the option of Montaur
and paid an 8% dividend until converted.
In
addition, Neoprobe announced that a $1 million convertible note held by
Neoprobe’s President and CEO, David C. Bupp, and members of his family is also
being exchanged for Series C Convertible Preferred Stock with terms comparable
to the Series B Preferred, thereby effectively retiring all of the outstanding
debt of the Company.
Michael
Goldberg, M.D., Principal, Montaur Capital Partners, LLC and Portfolio Manager
of Montaur, said, “Neoprobe has been and continues to represent an excellent
investment opportunity for Montaur. Our conversion from a secured debt position
into an equity position is a tangible sign of our continuing belief in Neoprobe,
its product portfolio, its product pipeline and its management. We believe this
transaction will assist Neoprobe in its efforts to qualify for a listing on one
of the major exchanges, which will serve to attract additional investor interest
and support. Further, we are pleased with Neoprobe’s efforts to deliver on its
product development initiatives including the successful completion of Phase 3
clinical studies of Lymphoseek® and the preparation of a high quality New Drug
Application (NDA) submission for Lymphoseek, progress on RIGS®, a product we
believe has blockbuster potential and the numerous other steps being taken to
enhance shareholder value. Our confidence in the Company and its deep product
pipeline supports our decision to relinquish our secured position so that the
Company’s capital structure will no longer be an impediment for attracting
institutional investors. Although the Company’s share price has improved
dramatically since we first invested, we believe there still remains a
significant gap between the current market value and our assessment of true
value.”
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NEOPROBE
CORPORATION
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David
Bupp said, “Neoprobe is pleased to announce the completion of this significant
financial transaction reflecting the development and commercialization
milestones achieved by the Neoprobe team to date. Retirement of all of
Neoprobe’s outstanding debt and its conversion into equity brings Neoprobe
closer to qualifying for a listing on a major national stock exchange and the
removal of the security interest in our assets provides the Company with
valuable financial flexibility. Our financial partnership with Montaur has
allowed us to complete the clinical development of Lymphoseek, to prepare for
the filing of the NDA and ultimately to commercialize Lymphoseek.”
Concluding,
Mr. Bupp said, “Based on the feedback from the European Medicines Agency (EMEA)
and discussions with FDA to date, Neoprobe has developed a prospective Phase 3
study for our RIGS initiative to replicate the results of previous Phase 3
studies to supplement the safety and efficacy portion of the regulatory
submissions to be made to the open RIGS Biologic License Application (BLA). We
are nearing completion of the initial biologic manufacturing initiatives for the
RIGS technology consistent with the most recent favorable scientific advice
assessment received from the EMEA and expect feedback on the harmonization of
the RIGS program from FDA in the coming months. Our strengthened balance sheet
resulting from the transactions we announced today will also be helpful as we
continue discussions with development partners for our RIGS technology following
feedback from FDA. In tomorrow’s conference call, I will be joined by Dr.
Goldberg and we will provide an update on these commercialization matters
including the favorable completion of pre-NDA meetings on the clinical and
non-clinical components of the NDA submission package for Lymphoseek, which is
on track to be filed later this summer.”
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
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 is underway. 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.
Mr. Bupp
and Dr. Goldberg will make brief comments regarding the transaction and be
available to respond to questions during a conference call scheduled for 9:00 AM
ET, on Wednesday June 23, 2010.
Conference
Call Information
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TO
PARTICIPATE LIVE:
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TO
LISTEN TO A REPLAY:
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Date:
Time:
Toll-free
(U.S.) Dial in # :
International
Dial in # :
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June
23, 2010
9:00
AM ET
877-407-8033
201-689-8033
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Available
until:
Toll-free
(U.S.) Dial in # :
International
Dial in # :
Replay
Passcodes:
Account
#:
Conference
ID #:
|
July
7, 2010
877-660-6853
201-612-7415
286
352757
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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
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NEOPROBE
CORPORATION
ADD
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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-K and other Securities and
Exchange Commission filings. The Company undertakes no obligation to publicly
update or revise any forward-looking statements.
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