Clarient raises $15 million from stock offering; Tripath wraps $5 million debenture deal

By Sheri Kasprzak

New York, Nov. 9 - Leading PIPE news on Wednesday, Clarient, Inc. secured agreements from a group of accredited investors for a $15 million stock deal.

The company will sell 15 million shares at $1.00 each and issue warrants for 2.25 million additional shares. The four-year warrants will be exercisable at $1.35 each.

As of July 31, Clarient had 51,811,738 outstanding shares.

The private placement was announced Wednesday morning and Clarient's stock slipped $0.08, or 6.2%, to end the day at $1.21.

The offering, according to a statement from Clarient, will be conducted in two tranches with the first wrapping Wednesday. The final tranche is expected to close Dec. 10.

The first tranche included 8.9 million shares.

Neither Roberta Smigel of the company's investor relations office nor Stephen Dixon, the company's chief financial officer, returned calls for additional comment on the offering by press time Wednesday.

In March 2004, Clarient conducted a similar offering for proceeds of $21 million. It issued 10.5 million shares at $2.00 each.

As to its earnings, Clarient reported a net loss of $2,931,000 for the quarter ended June 30, compared to a net loss of $5,137,000 for the same quarter of 2004.

"We have incurred operating losses in every year since inception [2000], and our accumulated deficit as of June 30, 2005 was $109 million," said the company's latest earnings report.

"Because our operating expenses are likely to increase in the near term, we will need to generate significant additional revenue to achieve profitability. We expect to continue to incur losses as a result of the expansion of laboratory services, ongoing research and development and clinical trials expenses, as well as increased sales and marketing expenses."

Based in San Juan Capistrano, Calif., Clarient provides imaging technologies to characterize, assess and treat cancer to oncologists and other healthcare providers.

Tripath completes $5 million convertibles

Elsewhere in the tech sector, Tripath Technology Inc. settled up a $5 million private placement of 6% senior secured convertible debentures.

The debentures are due Nov. 8, 2007 and are convertible into common shares at $0.37 each.

The investors will also receive series A warrants for up to 6,756,757 common shares, exercisable at $0.37 each through the earlier of July 1, 2006 or 30 days after a registration statement is declared effective. The company is also issuing series B warrants for up to 8,720,930 shares, exercisable at $0.43 each through May 8, 2011. The series B warrants become exercisable on May 8, 2006.

Proceeds will be used for general corporate purposes.

"We have continued to make progress in executing our fundamental business strategy," said Adya Tripathi, the company's chief executive officer, in a statement. "This is evidenced by our expectation that the company will now report revenues of $3.3 million to $3.5 million for our fourth fiscal quarter of 2005, ended Sept. 30, 2005, in line with our previously stated guidance of revenue growth of 15% to 20% as compared to the third fiscal quarter of 2005. We believe that these funds will allow the company to work toward the achievement of significant milestones."

For the quarter ended June 30, Tripath reported a net loss of $3,829,000, compared to a net loss of $2,803,000 for the same quarter of 2004.

Back in March, Tripath completed a $4.35 million stock offering in the PIPE market.

The company issued 4,833,335 shares at $0.90 apiece to institutional investors and issued warrants for 966,667 shares, exercisable at $1.25 each.

Rodman & Renshaw LLC was the placement agent for that deal.

Based in San Jose, Calif., Tripath makes semiconductors for the digital media consumer electronics and communications markets.

On Wednesday, the company's stock slipped $0.04, or 8.9%, to end at $0.41.

Oil prices continue to slip

With stocks up and oil prices dipping, one market source said Wednesday that PIPE activity seems to be getting a boost.

"It doesn't hurt," he said of the dynamic between lower oil and slightly higher stocks.

He noted that technology stocks, which had rallied earlier this week and late last week, have leveled off, but the rally was enough to pique investor interest in tech issuers with PIPEs to offer.

"It's not going to affect us too much," he said of slightly lower tech stocks on Wednesday. "Overall, there are still plenty of offerings to choose from out there and that seems to be where most of what I'm seeing is coming from."

Oil lost $0.78 to close the day at $58.93 per barrel.

Meanwhile, the Dow Jones Industrial Average gained 6.49 to end at 10,546.21; the Nasdaq composite index was up 3.74 at 2,175.81 and the Standard & Poor's 500 composite index ended the day up 2.06 at 1,220.65.

Argyle leads Canadian

Heading north, Argyle Energy Inc. led Canadian PIPEs with the completion of its C$28,998,000 private placement.

The Calgary, Alta.-based oil and natural gas explorer issued 7.83 million non flow-through shares at C$3.00 each and 1.53 million flow-through shares at C$3.60 each.

Canaccord Capital Corp. led a syndicate of placement agents for the deal.

Proceeds will be used for exploration and development activities.

Elsewhere in Canada, Vancouver, B.C.'s Jinshan Gold Mines Inc. priced a C$12 million unit offering Wednesday.

The deal is composed of up to 24 million units at C$0.50 each.

The units include one share and one half-share warrant. The whole warrants allow for the purchase of another share at C$0.70 each for 18 months.

The offering was announced Wednesday afternoon and the company's stock gained C$0.04, or 8.16%, to close at C$0.53.

A syndicate of underwriters led by Dundee Securities Corp. will place the deal.

Proceeds will be used for development on the company's gold projects in China.

Jinshan is a gold exploration company.

Quest Resource's stock slips 3.23%

Quest Resource Corp. saw its stock dip 3.23% on Wednesday after announcing its plans to raise $190.45 million in a stock deal

The stock lost $0.42 to finish the day at $12.58.

On Tuesday, when the private placement was first announced, Quest's stock ended down $0.75, or 5.45%, at $13.00.

The offering was conducted in an effort to buy back all of the class A equity interest in its subsidiary Quest Cherokee, LLC from ArcLight Energy Partners Fund I, LP's subsidiary Cherokee Energy Partners, LLP, Quest plans to sell 14.65 million shares at $13.00.

The stock deal is scheduled to close by Nov. 14.

Based in Oklahoma City, Quest is an oil and natural gas exploration company.

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