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Published on 9/17/2007 in the Prospect News PIPE Daily.

New Issue: VirtualScopics wraps $4.35 million private placement in preferred convertible stock

By LLuvia Mares

New York, Sept. 17 - VirtualScopics, Inc. wrapped up a $4.35 million private placement of series B convertible preferred stock and warrants.

The preferreds are convertible at an initial conversion price of $1.2043 per share, a level based on the volume weighted average of recent market prices. If all are converted, the company will issue 3,612,057 shares.

The series B preferred stock carries a dividend of 8%, payable monthly in either cash or in shares.

Warrants to purchase 2,167,234 shares were also issued in the transaction. Half of the shares will have an initial exercise price at the conversion price per share of $1.2043 and half at a 15% premium, equivalent to $1.3849 per share.

BridgePointe Master Fund Ltd. (managed by Roswell Capital Partners) was the lead investor and BayStar Capital III Investment Fund, LP also participated.

Canaccord Adams, Inc. acted as placement agent.

Proceeds from the offering will be used to expand the company's sales, marketing efforts, software, technology enhancements and for ongoing operations.

Rochester, N.Y.-based VirtualScopics specializes in imaging solutions to accelerate drug and medical device development.

Issuer: VirtualScopics, Inc.

Issue: Series B convertible preferred stock

Amount: $4.35 million

Dividend:i8%
Price: $1,000
Conversion price: $1.2043
Conversion ratio: Into 3,612,057 shares
Warrants: for 2,167,234 shares
Warrant expiration: Seven years
Warrant strike price: $1.2043 for half, $1.3849 for half
Placement agent: Canaccord Adams, Inc.
Investors:BridgePointe Master Fund Ltd. (lead), BayStar Capital III Investment Fund, LP
Settlement date: Sept. 17
Stock symbol: Nasdaq: VSCP
Stock price: $1.20 at close Sept. 14

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