A Diagnostics & Imaging Week

Fluidigm (South San Francisco, California) became the latest company to bail on the initial public offering market this year when it reported last week that it was withdrawing its registration statement. The company first disclosed its plans for an IPO valued at up to $86.3 million this past April.

"We went out on September 5th with a very strong story and Fluidigm received a warm reception from the investment community. We explained how our technology contributed to life science research and how the company was poised to grow," said Gajus Worthington, Fluidigm president/CEO. "While these messages were well-received, pushing ahead with a deal in the current market was not in our best interest. We have decided to withdraw our S-1 statement rather than keep it pending. By doing so, we free ourselves of the communication restrictions that an active registration statement imposes."

Fluidigm develops Integrated Fluidic Circuit (IFC) systems that are designed to improve productivity in life science research. These "integrated circuits for biology" are made possible by miniaturizing and integrating liquid handling components on a single microfabricated device. Fluidigm's IFC systems, consisting of instrumentation, software and single-use IFCs, increase throughput, decrease costs and enhance sensitivity compared to conventional laboratory systems. Fluidigm products have not been cleared or approved by the FDA for use as a diagnostic and are only available for research use.

The company had planned to use the proceeds from the offering to grow its sales force, commercialize its products, continue R&D, expand its facilities and manufacturing operations and for working capital and other general corporate purposes. It had also planned to use some of the proceeds for future acquisitions.

At the time it filed for its IPO, Fluidigm acknowledged that it expects to incur losses for the foreseeable future and that it has identified significant deficiencies in its internal control regarding financial reporting.

In other financing news:

• PreMD (Toronto) reported that it has entered into an agreement with Midsummer Investment with respect to an offering of about C$500,000 of secured debentures. Several additional existing institutional, qualified investors and insiders have also agreed to participate, the company said. The proceeds from the private placement are to be used for general corporate purposes.

"We have been actively evaluating multiple sales and distribution options for our Prevu technology, and have been involved in several discussions. We remain focused on expanding the market for our existing products in the cosmetics industry while advancing our pipeline of cancer detection products towards the conclusions of the three pivotal clinical trials that are expected this fall," said Brent Norton, president/CEO of PreMD. "This financing should enable us to carry forward with our goals into 2009 while we implement our plans to monetize various tangible and intangible assets," he added.

The debentures mature 12 months after the date of issuance at an amount equal to C$1,100 per C$1,000 principal amount and will be secured against the assets of the company.

The company will also issue about 6.7 million common share purchase warrants, each warrant being exercisable for a period of three years into one common share at a price equal to 100% of the 5-day volume-weighted average price of the common shares on the Toronto Stock Exchange prior to closing. The sale of the debentures and warrants is expected to close on or before Oct. 3, 2008 subject to the satisfaction of certain closing conditions and any necessary regulatory approvals from the Toronto Stock Exchange.

PreMD develops rapid, non-invasive tests for the early detection of life-threatening diseases.

• Clinical Data (Newton, Massachusetts) reported that it has entered into a definitive agreement with certain affiliates of Randal Kirk, chairman of Clinical Data's board, with respect to the private placement of 1,514,922 shares of newly issued common stock priced at the closing price of $16.44 per share as of Sept. 26, plus $0.0625 per share, and warrants to purchase an additional 757,461 shares of common stock at $16.44 per share, for a total purchase price of about $25 million.

The company said it intends to use the gross proceeds from the private placement, which will be paid in full to the company as no placement agent was used in the transaction, for general working capital purposes.

Clinical Data's PGxHealth division focuses on proprietary biomarker and pharmacogenetic test development as well as targeted therapeutics to help predict drug safety and efficacy. Its Cogenics division provides genomics services to both research and regulated environments.

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