A Diagnostics & Imaging Week

Vermillion (Fremont, California), formerly known as Ciphergen Biosystems, reported that it has entered into securities purchase agreements in connection with a placement with a group of existing and new investors. Vermillion will receive about $20.5 million from the sale of about 24.4 million shares of its common stock and the issuance of warrants for the purchase of about 19.5 million additional shares at $0.925 a share.

Vermillion said that the transaction was expected to close yesterday.

The company said the proceeds from the transaction will be used for general working capital needs.

The company changed its name to Vermillion last week and will begin trading under a new NASDAQ stock symbol, VRML.

Vermillion develops diagnostic tests, with ongoing programs in oncology/hematology, cardiology and women’s health with an initial focus in ovarian cancer.

Nanogen (San Diego) reported an agreement for a $20 million registered offering to institutional investors of senior convertible notes and warrants. The transaction is expected to fund today, the company said.

The unsecured senior convertible notes to be issued will bear annual interest at a rate of 6.25% per year and provides investors the right to convert principal into registered shares of Nanogen common stock at $1.27 a share, which carries a premium of about 12% over the closing bid price of Nanogen’s stock on Aug. 24. The notes have a three year term and, subject to certain conditions, the company may elect to make payments of interest in cash or stock.

After 24 months, Nanogen will have the right to force conversion of the notes into shares of the company’s common stock, depending on the performance of the common stock. The company will initially place $7.3 million of the funds in a restricted bank account that will become unrestricted subject to certain stock price performance criteria.

Additionally, the investors initially received warrants to purchase about 11 million shares of common stock at $1.14 a share for a term of five years, which may be replaced with additional warrants if these initial warrants are exercised. Under certain circumstances, the company can force the exercise of these warrants, depending upon the performance of its common stock, which will provide the company access to added capital.

Nanogen said it expects to use the proceeds from the offering for working capital and general corporate purposes.

Nanogen’s products include real-time PCR reagents, the NanoChip electronic microarray platform and a line of rapid, point-of-care diagnostic tests.

Seven Hills Partners served as the placement agent for the transaction.

In other financing activity:

Rubicor Medical (Redwood City, California), a private company developing minimally invasive technologies for breast biopsy and tissue removal, said it has entered into a $10 million loan agreement with lenders Comerica Bank and Oxford Finance Corp.

Rubicor said it will use the facilities for working capital, capital expenditures and growth initiatives.

Rubicor markets three disposable devices for breast biopsy and surgery: Flash, Phantom and Halo. Flash technology allows for single insertion, multi-sampling, core biopsy for breast lesion diagnosis without having to re-insert the device into the breast. Phantom provides surgeons with a soft-tissue excision device for breast surgical procedures. Halo enables physicians to capture complete breast tissue abnormalities through a minimally-invasive procedure in the office exam room.

The DiBari Group acted as advisor for the company in this transaction.

• Boulder Nonlinear Systems (BNS; Lafayette, Colorado), a developer of liquid crystal technologies and products, reported closing a Series A financing with Coherent Investments for an undisclosed sum.

The company said the proceeds will be used to accelerate the development and deployment of new products for emerging applications in the biotech, electronics and government defense industries.

BNS makes liquid crystal devices for optical computing, telecommunications, medical imaging, and research applications. BNS said the maturation of its liquid crystal technology, along with development of new opportunities in the medical, 3-D display, communications, security and surveillance industries, led it to seek an investment partner in order to capture a significant share of these markets.

• Thermo Fisher Scientific (Waltham, Massachusetts) said that certain of its officers, including Marijn Dekkers, president/CEO, are adopting stock-trading programs under Securities and Exchange Rule 10b5-1 covering the future sale of company stock.

Dekkers exercised options for and sold 300,000 shares over Aug. 15-17, 2007, and has adopted a plan for the future sale of up to another 780,000 shares, which he would acquire upon the exercise of stock options granted in 2002. the company said that Dekkers entered into the program in order to diversify his financial holdings, although he will continue to have a significant ownership interest in the company.

After selling these shares, Dekkers would own shares, or share equivalents, and hold options totaling 1,860,378 shares.