A Diagnostics & Imaging Week

Medical imaging software maker Emageon (Birmingham, Alabama) reported the closing of its initial public offering (IPO) of 5 million shares of common stock at $13 a share. Total proceeds from the sale, net of underwriting discount and estimated offering expenses, were about $58.5 million.

In addition, Emageon granted to the underwriters a 30-day over-allotment option to purchase up to another 750,000 shares. Sale of the over-allotment shares could bring the total proceeds to an estimated $67 million.

The IPO was first unveiled earlier this month.

A medical imaging software manufacturer, Emageon has developed the Intelligent Visual Medical System providing enterprise access to visual medical content using advanced visualization tools, clinical content management and clinical workflow through what it terms "a dynamic user interface." Its web-enabled software allows viewing of images in 3-D as a comparison to other images.

Emageon said it would use the offering proceeds to repay $4 million of its outstanding subordinated debt and for general corporate purposes, including working capital, R&D, sales and marketing and capital expenditures.

The company said it also may use a portion of the proceeds to acquire or invest in businesses, products and technologies complementary to its offerings.

The financial "hits" that is, of the IPO type, keep coming with a parallel increase from the med-tech sector.

The company made its initial filing for the offering last November (Diagnostics & Imaging Week, Nov. 24, 2004).

Emageon said that it plans to use net proceeds to repay $4 million of its outstanding subordinated debt and for general corporate purposes, including working capital, research and development, sales and marketing and capital expenditures. The company also may use a portion of the proceeds for the acquisition of or investment in businesses, products and technologies "complementary" to its offerings.

Emageon's Intelligent Visual Medical System provides enterprise access to visual medical content using advanced visualization tools, clinical content management and clinical workflow through what it terms "a dynamic user interface." This enables integrated delivery networks (IDNs), hospitals and imaging facilities to deploy a standards-based technology that, it says, "lowers total cost of ownership enabling quicker response, enhancing patient care, improving productivity and reducing costs."

Emageon's web-enabled software lets physicians view images in 3-D and compare them with other images.

Last year the company received FDA clearance for softcopy viewing of digital mammography, specifically relates to its UltraVisual advanced visualization software used in conjunction with FDA-approved display hardware. Mammography images and prior digitized mammography film images can be displayed using features that are native to Emageon's software.

Targeting organizations from stand-alone imaging centers to large hospital systems, Emageon counts more than 250 hospitals as its customers.

Wachovia Capital Markets and Piper Jaffray & Co. are the joint book-running managers of the underwriting group. Raymond James and Associates and Friedman, Billings, Ramsey & Co. are co-managers.

Vision-Sciences (Natick, Massachusetts) reported selling, in a private placement, somewhat more than 3.7 million shares of its common shares for $2.70 a share, raising gross proceeds of about $10 million.

The company said that two financial investors, independent of the company, acquired roughly $8 million of the stock sold, and that two "significant shareholders/directors" acquired the remaining shares.

With the transaction, the company issued warrants to purchase another 1,103,704 shares of common stock, to the investors who are independent of the company and to the placement agent. The warrants will be exercisable over five years at $3.75 a share. The company will receive all the proceeds in exchange for newly issued shares of common stock, net of a $480,000 placement fee.

Ron Hadani, president and CEO, said the placement "will allow us to enhance our operations and accelerate our product development activities for our current markets," plus develop "new applications for new markets."

Vision-Sciences manufactures endoscopic products using sterile disposable sheaths, the Slide-On EndoSheath System, which enable physicians to perform diagnostic and therapeutic procedures without needing specialized endoscopes.

Rodman & Renshaw served as the placement agent in the financing.

In other financing activity:

Acacia Research (Newport Beach, California) reported that it has obtained commitments to purchase $19.6 million of its Acacia Research-Acacia Technologies common stock in a registered direct offering.

Acacia will sell 3.5 million shares of its Acacia Research- Acacia Technologies common stock at $5.60 per share to a select group of institutional investors including investor funds and accounts affiliated with Apex Capital. The closing of the offering was expected to take place on Thursday subject to the satisfaction of customary closing conditions.

All of the shares of Acacia Research-Acacia Technologies common stock are being offered by Acacia pursuant to an effective registration statement previously filed with the Securities and Exchange Commission.

Acacia Research comprises two operating groups, Acacia Technologies group and CombiMatrix group. The Acacia Technologies group develops, acquires and licenses patented technologies. Acacia controls 29 patent portfolios, which include 126 U.S. patents, and certain foreign counterparts, covering technologies used in a wide variety of industries.

The CombiMatrix group is developing a platform technology to rapidly produce customizable active biochips, which are semiconductor-based tools for use in identifying and determining the roles of genes, gene mutations and proteins.

Applied DNA Sciences (ADNAS; Los Angles) reported that its investment banker, Vertical Capital Partners, with participation by Galileo Asset Management, has closed on somewhat more than $7.36 million in new funding. In addition, $1.65 million in promissory notes issued in late 2003 to investors were converted into shares of common stock between December 2004 and January 2005.

Applied DNA said it would use a portion of the funds to establish a U.S.-based laboratory for the production of its advanced DNA security products, with the majority of the funds to be used to back its marketing and distribution program.

Robert Fallah, co-chairman of Vertical Capital Partners, said that the new financing means that the company "has successfully completed one of the conditions to the acquisition of all rights, title and interest in core DNA-security technologies developed by Biowell Technologies [Taiwan]" and that it is ready "to focus on exploiting its business opportunities and developing a revenue stream."

ADNAS provides DNA-embedded biotechnology security solutions, using botanical DNA, to verify authenticity and protect corporate and government agencies from counterfeiting, fraud, product diversion, identity theft and unauthorized intrusion. It estimates that its technology addresses the more than $350 billion of counterfeit products sold each year as well as the multi-billion-dollar homeland security market.

Following the sale of substantially all the assets and selected liabilities of its BBI Diagnostics and BBI Biotech divisions to SeraCare Life Sciences (Oceanside, California) last September for $30 million (Diagnostics & Imaging Week, Sept. 23, 2004), Boston Biomedica (West Bridgewater, Massachusetts) has changed its name to Pressure BioSciences (PBI).

PBI's PCT technology uses cycles of hydrostatic pressure between ambient and ultra-high levels (35,000 psi and greater) to control biomolecular interactions. The company reports holding 13 U.S. and foreign patents for PCT applications in life sciences, including genomic and proteomic sample preparation, pathogen inactivation, control of enzymes, immunodiagnostics and protein purification.

PBI owns a 30% passive investment in Source Scientific (Garden Grove, California), which manufactures the company's PCT equipment, and a 4.45% investment in Panacos Pharmaceuticals (Gaithersburg, Maryland), an antiviral drug discovery company.

Chembio Diagnostics (Medford, New York) reported entering into a license and technology transfer agreement with Prionics (Schlieren-Zurich, Switzerland), granting it use of Chembio's technology for manufacturing the Prionics Check PrioStrip, a rapid test for the detection of bovine spongiform encephalopathy (BSE). The agreement provides for a combination of initial and milestone payments, plus royalties, with a potential value to Chembio of $2 million.

Chembio and Prionics last year entered into a manufacturing and supply agreement, in which Prionics engaged Chembio as one of the manufacturers of the Prionics Check PrioStrip test.

Chembio offers expertise in the development of rapid test products for various indications and disease, including HIV, tuberculosis and BSE.

Prionics is focused on diagnostic tests for zoonotic diseases.