A Medical Device Daily

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 (Medical Device Daily, Feb. 10, 2005).

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.

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

Applied DNA Sciences (ADNAS; Los Angeles) reported that its investment banker, Vertical Capital Partners, with participation by Galileo Asset Management, has closed somewhat more than $7.36 million in new funding.

In addition, $1.65 million in promissory notes issued by the company to investors in late 2003 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.

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.

Conmed (Utica, New York) reported that its board has approved repurchase of up to $50 million of its common stock, with no more than $25 million purchased in any one year.

onmed said it expects mainly to repurchase shares to offset the dilutive effect of the issuance of shares under its employee benefit plans and depending on its assessment of liquidity and cash flow.

It said it would finance the repurchases from cash on hand and a bank credit facility.

Conmed develops medical technologies used in arthroscopy, powered surgical instruments, electrosurgery, cardiac monitoring disposables, endosurgery and endoscopic technologies.

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