A Medical Device Daily

NeuroMetrix (Waltham, Massachusetts) said it has obtained commitments from institutional investors to purchase roughly $18.68 million of its common stock in a private placement. The company said it has entered into securities purchase agreements and will sell an aggregate of 8,816,521 shares and warrants to purchase up to 8,375,695 additional shares of common stock. Each unit, consisting of one share of common stock and a warrant to purchase 0.95 of a share of common stock, will be sold for $2.12. The offering is expected to close later this week.

According to the company, proceeds from the transaction are expected to be used to expand its direct U.S. sales force, boost its international presence, fund certain clinical outcome studies, advance its lead potassium channel blocker compound to a Phase I milestone, as well as for other general working capital purposes.

The warrants will be exercisable at an exercise price equal to $2.20, which represents a 10% premium over the consolidated closing bid price of the common stock as reported on the Nasdaq Stock Market on Sept. 4. The warrants are exercisable commencing on the six-month anniversary of the closing and will expire five years from the date of issuance.

NeuroMetrix said it has agreed, subject to certain terms and conditions, to file a registration statement under the Securities Act covering the registration of the common stock and warrants acquired at closing within 45 days after closing.

The company also amended its Rights Plan as of Sept. 8, to specify that the sale of the common stock and issuance and subsequent exercise of the warrant by Deerfield Management do not trigger the change of control provisions of the Rights Plan.

Canaccord Adams acted as placement agent and Ladenburg Thalmann acted as co-agent for the transaction.

The company's product pipeline includes a system designed to deliver pharmacologic agents such as anesthetics and corticosteroids in close proximity to nerves for regional anesthesia, pain control and the treatment of focal neuropathies. NeuroMetrix said it is also developing devices and pharmaceutical agents to treat spinal cord injuries.

In other financing activity, Agilent Technologies (Santa Clara, California) said it is offering, subject to market and other conditions, a series of senior notes.

Agilent said it intends to use the net proceeds from the offering for general corporate purposes, which may include the acquisition of Varian (Palo Alto, California) and acquisition-related expenses, and may also include other acquisitions, working capital, capital expenditures and repurchases of its outstanding shares of common stock.

Agilent reported in July that it had agreed to pay $52 a share – or, about $1.5 billion – to acquire Varian (MDD, July 28, 2009).

Barclays Capital, Citigroup Global Markets and Credit Suisse Securities are acting as joint book-running managers in the offering.