By Laura Lutz
Des Moines, Dec. 27 - Neoprobe Corp. arranged a $13 million financing with Platinum Montaur Life Sciences LLC, according to a news release.
A first tranche, for $7 million, consisted of a partially convertible secured note due December 2011. Half of the principal amount of that note is convertible into common stock at $0.26 per share. The convertible portion is convertible into a total of 13,461,538 shares.
The first tranche also included warrants for 6 million shares with an exercise price of $0.32.
The second tranche will close upon the beginning of phase 3 clinical studies of Neoprobe's Lymphoseek product. It will consist of a $3 million fully convertible secured note due December 2011. The conversion price for that note will be the lesser of $0.40 and the closing price of Neoprobe's stock before settlement.
Closing of the third tranche will occur when 200 eligible patients are enrolled in the phase 3 clinical studies. It will consist of $3 million of convertible preferred stock and warrants for a number of shares equal to the number of shares underlying the preferreds.
The preferred stock will be convertible at the lesser of $0.50 per share or the closing price of Neoprobe's stock before settlement.
Each of the second and third tranches will include warrants for the number of shares underlying the securities issued in that tranche. The warrant strike price for each tranche will be equal to 115% of the conversion price in that tranche.
WBB Securities LLC is the placement agent.
Proceeds from the first tranche were used to repay $5.7 million of notes that were due in January 2009.
Neoprobe is a Dublin, Ohio-based biomedical company focused on improving cancer surgery outcomes.
| Issuer: | Neoprobe corp.
|
| Issue: | Partially convertible secured note; fully convertible secured note; convertible preferred stock
|
| Amount: | $13 million
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| Agent: | WBB Securities LLC
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| Investor: | Platinum Montaur Life Sciences LLC
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| Announcement date: | Dec. 27
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| Stock symbol: | OTCBB: NEOP
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| Stock price: | $0.29 at close Dec. 27
|
|
|
| Partially convertible note
|
| Amount: | $7 million
|
| Maturity: | December 2011
|
| Conversion ratio: | $3.5 million principal amount into 13,461,538 shares
|
| Conversion price: | $0.26
|
| Warrants: | For 6 million shares
|
| Warrant strike price: | $0.32
|
|
|
| Fully convertible note
|
| Amount: | $3 million
|
| Maturity: | December 2011
|
| Conversion price: | Lesser of $0.40 and closing price of stock before settlement
|
| Warrants: | For number of shares underlying note
|
| Warrant strike price: | 115% of conversion price
|
|
|
| Preferred stock
|
| Amount: | $3 million
|
| Conversion price: | Lesser of $0.50 and closing price of stock before settlement
|
| Warrants: | For number of shares underlying note
|
| Warrant strike price: | 115% of conversion price
|
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