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Biotech / Medical : BIOTECH & TECHNOLOGY INVESTING *UNDERVALUED*{T/A F/A & V}

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To: tuck who wrote (414)4/9/2003 6:01:18 PM
From: EVENT HORIZON III  Read Replies (1) of 423
 
Hiya Tuck,

I also noted the other day where...

biz.yahoo.com

today announced that it had completed a secured note financing in the amount of $500,000. The financing includes the participation of the Company's President and CEO for $250,000 of the secured notes.
Brent Larson, Neoprobe's Vice-President, Finance and CFO, said, "this placement is the first transaction we anticipate completing to meet our overall financing needs. The proceeds of the financing will be used to supplement cash flow expected from our gamma surgery business to support the remaining development and commercial launch activities associated with the Cardiosonix' Quantix(TM) family of blood flow products."

Larson continued, "Neoprobe's President and CEO, David Bupp was the lead investor in this transaction. We believe Mr. Bupp's participation in this transaction, coupled with his decision to take a significant salary reduction in 2003, demonstrates a significant commitment to the Company's ultimate success in bringing the Cardiosonix products to market and in the Company returning to operating profitability."

The CEO is apparantly convinced of something. This is the first of such financings I've seen him do. This product line is newer & acquired. Hard to figure the market potential & penitration rate. Could have some upside.

However...

Our future success now also greatly depends on the success of the Cardiosonix product line. Cardiosonix' products are just beginning to be marketed commercially. The market for these products is in an early stage of development and may never fully develop as we expect. The long-term commercial success of the Cardiosonix product line will require widespread acceptance of our products as safe, efficient and cost-effective. Widespread acceptance would represent a significant change in medical practice patterns. Other cardiac monitoring procedures, such as pulmonary artery catheterization, are generally accepted in the medical community and have a long standard of use. It is possible that the Cardiosonix product line will never achieve the broad market acceptance necessary to become a commercial success...

&

In the event of a default under the terms of the bridge loan agreements we entered into with our President and another investor, we will grant each of the note holders a security interest in certain of our assets, including our intellectual property. We believe this is customary in the types of arrangements we have entered into; however, the security holders can typically foreclose on the security interest in our assets in the event of default under the terms of the notes. If this were to happen, we may be required to file a petition under Chapter 11 of the Bankruptcy Code seeking protection, or file Chapter 7 and liquidate.

also 38,000,000 shares outstanding. I'm sure ARIES would like to get out of its Million plus shares it still holds.

I don't know who is holding so much of the company. 38,000,000 is a lot from back when I was trading ARIES exit strategy. The company is limited in the number of shares it can issue.

Here are the benificial Owners..

BENEFICIAL OWNER OWNED(*) OF CLASS(**)
------------------------------------------------- ------------------ ---------------
Reuven Avital 2,793,457(a) 7.0%
Carl M. Bosch 184,218(b) (o)
Rodger A. Brown 120,498(c) (o)
David C. Bupp 757,237(d) 1.9%
John S. Christie 89,034(e) (o)
Nancy E. Katz 28,334(f) (o)
Julius R. Krevans 158,667(g) (o)
Brent L. Larson 272,656(h) (o)
Dan Manor 1,261,410(i) 3.2%
Fred B. Miller 9,334(j) (o)
J. Frank Whitley, Jr. 89,334(k) (o)
All directors and officers as a group 5,763,779(l) 14.4%
(11 persons)
First Istratech Fund LLC 2,568,133(m) 6.4%
Greatway Commercial, et al. 2,567,952(n) 6.4%

The last two have my curosity...

This amount consists of 2,785,123 shares of our common stock owned by N. Assia Trusteeship Ltd, Trustee for Ma'Aragim Enterprises Ltd., an investment fund under the management and control of Mr. Avital, and 8,334 shares issuable upon exercise of options which are exercisable within 60 days but does not include 36,666 shares issuable upon exercise of options which are not exercisable within 60 days. Of the shares held by N. Assia Trusteeship Ltd., 2,286,712 were acquired by Ma'Aragim in exchange for surrendering its shares in Cardiosonix Ltd. on December 31, 2001 in connection with our acquisition of Cardiosonix and 498,411 were acquired by Ma'Aragim based on the satisfaction of certain developmental milestones on December 30, 2002 associated with our acquisition of Cardiosonix.

This amount consists of 1,698,405 shares owned by First Isratech Fund LLC, 546,420 shares owned by First Isratech Fund LP and 323,308 shares owned by First Isratech Fund Norway AS. First Isratech Fund LLC is the general or managing partner of First Isratech Fund LP and First Isratech Fund Norway AS (collectively, the First Isratech Funds). Although these shares have not been so reported under SEC Regulation 13D, management believes they are beneficially owned by First Isratech Fund LLC. The First Isratech Funds acquired 2,108,555 of these shares in exchange for surrendering its shares in Cardiosonix Ltd. on December 31, 2001 in connection with our acquisition of Cardiosonix. The remaining 222,753 shares were acquired by the First Isratech Funds based on the satisfaction of certain developmental milestones on December 30, 2002 associated with our acquisition of Cardiosonix.

(n) This amount consists of 197,549 shares owned by Greatway Commercial, Inc., 398,097 shares owned by Uzi Zucker, 987,743 shares owned by Caremi Partners and 987,743 shares owned by Emicar LLC(collectively, Greatway Commercial et al.). Although these shares have not been so reported under SEC Regulation 13D, management believes they are under common management and has therefore grouped them for purposes of reporting our beneficial ownership. Greatway Commercial et al. acquired 2,108,554 of these shares in exchange for surrendering its shares in Cardiosonix Ltd. on December 31, 2001 in connection with our acquisition of Cardiosonix. The remaining 222,753 shares were acquired by Greatway Commercial et al. based on the satisfaction of certain developmental milestones on December 30, 2002 associated with our acquisition of Cardioson

Should be interesting. NEOP did muster a rally once previous to Cardiosonex & this product seems to have the greatest potential of all its developments weather acquired or developed inhouse.

Enjoy
Jeff
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