A Medical Device Daily

Vision Opportunity Master Fund (New York), a private equity firm, and MedPro Safety Products (Lexington, Kentucky), a developer of medical safety devices with needlestick prevention technology, reported that an investor group led by Vision has closed a $13 million investment in MedPro.

Vision and the other investors acquired nearly 6.67 million units for $1.9495 per unit, each unit comprised of one share of a new series of convertible preferred stock and a variable series of warrants to purchase common stock. The warrants are exercisable for up to 25,286,692 shares of common stock at prices ranging from $1.81 a share to $2.18 a share of common stock.

Of the $13 million investment, $11 million was paid in cash at closing, and $2 million is payable by March 31.

MedPro said it expects to use the net proceeds to repay debt and for working capital to fund the development and launch of new medical safety products in 2008.

In connection with the investment, MedPro merged intoDentalserv.com, a public shell company controlled by Vision. The combined company is named MedPro Safety Products, Inc., and its stock is quoted on the Over-the-Counter Bulletin Board under the symbol MPSP.

As a result of the issuance of roughly 11.88 million new shares of common stock in the merger, the shareholders of MedPro will hold about 85.5% of the 13,281,815 outstanding common shares of the combined company.

The management team of MedPro will continue the company’s medical safety products business, and four people designated by MedPro will serve as its board of directors.

Craig Turner, CEO of MedPro, said: “The capital investment by Vision coupled with our strategic distribution partners will allow accelerated market penetration and the development of our other products.”

In other financing news:

• ProUroCare Medical (Minneapolis) reported that it has closed a private placement of $1.05 million of units consisting of unsecured, subordinated, convertible promissory notes and common stock purchase warrants.

The company said that the net proceeds will be used to pay existing obligations, fund R&D efforts and for general corporate purposes.

At closing, ProUroCare issued $997,500 in principal amount of notes, and warrants to purchase 2.1 million shares of common stock. The notes bear interest at 10% per year, mature on June 27, 2009, and will convert into the type of equity securities offered by the company in any underwritten public offering prior to maturity at 70% of the public offering price. The warrants will become exercisable upon the earlier closing of a public offering or the maturity date of the notes, and will remain exercisable until Dec. 31, 2012. The exercise price will be 50% of the public offering price, or in the event a public offering is not completed before the maturity date, at 50% of the closing price of the company’s common stock on the maturity date.

At the same time as the above transaction, ProUroCare converted $150,000 of existing loans into a note and warrants similar to those described. The principal amount of the note issued was $142,500. The lender also received warrants to purchase 300,000 shares of the company’s common stock.

The company also reported that its shareholders have approved a 1-for-10 reverse stock split without a corresponding reduction in the number of authorized shares of company capital stock.

The company’s authorized shares will remain at 50 million, and it said it will determine and announce the record date for the reverse stock spilt “in the near future.”

ProUroCare is developing mechanical imaging technology applications to improve detection and active surveillance of prostate disease. It says it is working in cooperation with Artann Laboratories (Trenton, New Jersey) to develop tactile sensor technology systems that will create and record real time images of the prostate that can be used to document and monitor the progression of various prostate diseases.

• MQ Associates (MQA; Alpharetta, Georgia) said it is offering to purchase for cash any and all of its outstanding 121/4% senior discount notes, due 2012, on the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement dated Dec. 31, 2007, and the accompanying consent and letter of transmittal.

The tender offer will expire at midnight, EST, Jan. 29, unless extended or earlier terminated.

The consideration for each $1,000 in principal amount at maturity of notes tendered and accepted for purchase according to the tender offer will be 107.081% of the accreted value of such notes as of the later of Jan. 29, 2008, and the applicable payment date.

In connection with the offer, MQA is soliciting the consents of holders of the notes to proposed amendments to the indenture governing the notes. The purpose of the consent solicitation and the proposed amendments is to eliminate substantially all of the material restrictive covenants and certain events of default and related provisions in the indenture governing the notes.

In order for the proposed amendments to be effective, holders of a majority in aggregate outstanding principal amount at maturity of the notes must consent to the amendments.

MedQuest operates independent, fixed-site, outpatient diagnostic imaging centers in the U.S.

• Lincare Holdings (Clearwater, Florida) said it intends to file with the Securities and Exchange Commission a resale shelf registration statement on or before Jan. 29, according to the terms of a rights agreement Lincare entered into on Oct. 31, 2007, in connection with the sale of its $275 million principal amount of convertible senior debentures, due 2037-Series A, and $275 million principal amount of convertible senior debentures due 2037-Series B, and the shares of Lincare common stock issuable upon conversion of the debentures.

Public resale of the debentures and the shares of Lincare common stock issuable upon conversion of the debentures may not be made, nor may offers from the public to buy be accepted, prior to the time the shelf registration statement becomes effective.

Lincare provides respiratory care, infusion therapy and medical equipment to patients at home.