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Published on 12/31/2008 in the Prospect News PIPE Daily.

New Issue: NovaRay raises $12.94 million from convertible preferreds

By Laura Lutz

Des Moines, Dec. 31 - NovaRay Medical, Inc. closed a $12.94 million private placement of convertible preferred stock and warrants, according to an 8-K filing with the Securities and Exchange Commission.

The investors included Vision Opportunity Master Fund Ltd.; Lynda Wijcik; Commerce and Industry Insurance Co.; AIU Insurance Co.; AIG Private Equity Portfolio, LP; AIG Horizon Partners Fund LP; AIG Horizon Side-by-Side Fund LP; Wheatley MedTech Partners, LP; Lloyd Investments, LP; Heartstream Capital BV; BioBridge LLC; and Arie Jacob Manintveld.

The company sold 4,946,888 shares of series A convertible preferred stock. The investors also received five-year series A warrants for 1,648,960 common shares, one-year series J warrants for 2,309,469 convertible preferred shares and a one-year series J-A warrant for up to 769,823 common shares.

NovaRay may sell up to $7.23 million of additional preferreds and series A warrants in additional closings through 45 days after Dec. 27.

Each preferred share is convertible into one common share at a conversion price of about $2.67 per common share.

The warrant strike prices are $4.25 per common share for the series A warrants, $4.33 per preferred share for the series J warrants and $6.91 per common share for the series J-A warrants.

NovaRay is a medical device company based in Palo Alto, Calif.

Issuer:NovaRay Medical, Inc.
Issue:Series A convertible preferred stock
Amount:$12,944.274.82
Greenshoe:For $7,230,125.03
Preferreds:4,946,888
Conversion ratio:Each preferred share into one common share
Conversion price:$2.67
Warrants:Series A for 1,648,960 common shares; series J for 2,309,469 preferred shares; series J-A for 769,823 common shares
Warrant expiration:Five years for series A; one year for series J and J-A
Warrant strike price:$4.25 for series A; $4.33 for series J; $6.91 for series J-A
Settlement date:Dec. 27

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