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: NOVEMBER 29, 2001
NEOPROBE CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 0-26520 31-1080091
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(STATE OR OTHER (COMMISSION FILE NO.) (IRS EMPLOYER
JURISDICTION OF IDENTIFICATION
INCORPORATION OR NUMBER)
ORGANIZATION)
425 Metro Place North, Suite 300
Columbus, Ohio 43017
(614) 793-7500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER
INCLUDING AREA CODE OF REGISTRANT'S
PRINCIPAL EXECUTIVE OFFICES)
Not Applicable
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
ITEM 5. OTHER EVENTS.
On November 29, 2001, Neoprobe Corporation issued a news release
regarding its entering into a Common Stock Purchase Agreement with Fusion
Capital Fund II, LLC ("Fusion") for Fusion's purchase of up to $10,000,000 of
common stock of the Company, $.001 par value, over forty months. The information
contained in the news release, which is attached as Exhibit 99(a) to this
report, and in the Common Stock Purchase Agreement, which is attached as Exhibit
99(b) to this report, are 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 limited revenues,
accumulated deficit, future capital needs, uncertainty of capital funding,
dependence on limited product line and exclusive distributor, uncertainty of
market acceptance, 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 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
99(a) News release of Neoprobe Corporation dated November
29, 2001.
99(b) Common Stock Purchase Agreement dated as of November
19, 2001, between Neoprobe Corporation and Fusion
Capital Fund II, LLC.
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: December 3, 2001 By: /s/ David C. Bupp
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David C. Bupp
Chief Executive Officer and President
EXHIBIT INDEX
Exhibit No. Description
Exhibit 99(a) * News release of Neoprobe Corporation dated November
29, 2001.
Exhibit 99(b) * Common Stock Purchase Agreement dated as of November
19, 2001, between Neoprobe Corporation and Fusion
Capital Fund II, LLC.
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* Filed with this report.