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)
|
January 26,
2010
|
(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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
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
8.01. Other Events.
On January 26, 2010, Neoprobe
Corporation (the “Company”) issued a press release announcing that it had
completed a license amendment with The Dow Chemical Company for a variety of
antibodies used in its proprietary surgical oncology system called
radioimmunoguided surgery or RIGS®. The license amendment covers antibodies that
target a variety of cancers including colon, rectal, breast, bladder, ovarian
and endometrial. The antibodies were developed in the research laboratories of
the National Institutes of Health (NIH) and Dow. In addition, the Company and
Dow have agreed that the Company will assume direct responsibility for the
licensing agreements. Dow will be compensated for its contributions when the
Company successfully introduces commercial products.. A copy of the
complete text of the Company’s January 26, 2010, press release is furnished as
Exhibit 99.1 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, 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.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
|
Exhibit
Number
|
Exhibit
Description
|
| |
|
|
99.1
|
Neoprobe
Corporation press release dated January 26, 2010, entitled “Neoprobe
Completes RIGS Antibody License
Amendments.”
|
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: January
28, 2010
|
By:
|
/s/ Brent L.
Larson
|
|
|
|
Brent
L. Larson, Vice President, Finance and Chief
Financial Officer
|