Vermillion raises $20.5 million; Cortex plans $14.2 million direct offering; Carrington settles $8 million

By LLuvia Mares

New York, Aug. 24 - Vermillion, Inc. led private placement news Friday with a $20.5 million sale of stock.

The company, formerly called Ciphergen Biosystems, Inc., sold 24.9 million shares at an undisclosed price to a group of existing and new investors. Warrants to buy up to 19.5 million additional shares at $0.925 each were also attached to the transaction.

The deal is expected to close Aug. 29.

The company will use the proceeds for general working capital needs.

Fremont, Calif.-based Vermillion specializes in the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients.

The company changed its name to Vermillion earlier in the week and expects to begin trading on Monday under the new Nasdaq symbol of VRML.

Cortex's $14.2 million

Cortex Pharmaceuticals, Inc. announced it plans to raise $14.2 million in a registered direct offering.

The company expects to sell 7.075 million shares of its common stock at $2.00 each and warrants to purchase 2.83 million shares at an exercise price of $2.64 per share.

The offering is expected to close Aug. 29.

Cortex plans to use the proceeds for the development of its ampakine technology, licensing activities, working capital, capital expenditures and other general corporate purposes.

The Irving, Calif.-based company specializes in novel drug therapies for neurological and psychiatric disorders.

Carrington settles $8 million

Carrington Laboratories, Inc. announced Friday it settled $8 million in a private placement of convertible debentures and warrants.

The first tranche of debentures was for $4.4 million at a conversion price of $2.01 per share while the latest settlement is for the $3.6 million second tranche, convertible at $0.80. The debentures bear interest at 10% per year.

Carrington also issued warrants exercisable to purchase 4,543,714 shares of the company's stock at $0.80 per share at the second closing. Warrants issued at the first closing were priced at $2.01 each. The warrants are not exercisable until Oct. 25 and have a seven-year term.

Proceeds will be used for financing to further the development of the company's DelSite subsidiary's unique drug and vaccine delivery technologies and for general corporate purposes.

Irving, Tex.-based Carrington Laboratories is a research-based biopharmaceutical specializing in using naturally-occurring complex carbohydrates to manufacture and market products for mucositis, radiation dermatitis, wound and oral care.

Pointstar gets $1.5 million

Pointstar Entertainment Corp. announced Friday it closed $1.5 million in a private placement of units.

The company sold 3 million units at $0.50 each. Each unit consists of one common share and one share purchase warrant entitling the holder to purchase one share for twenty-four months starting from Aug. 22 at $0.55.

An additional one share purchase warrant entitling the holder to purchase one share for thirty-six months at $0.60, also starting Aug. 22.

Pointstar Entertainment specializes in obtaining rights for television programming and movies from film studios, television network companies and independent production houses.

Incentra's $12 million goes smoothly

Incentra Solutions, Inc. completed a private placement of a $12 million promissory note and a warrant for 3.75 million shares on Aug. 23.

Calliope Capital Corp., an affiliate of Laurus Master Fund, was the investor.

"It was a smooth transaction," said a market insider.

The warrant is exercisable at $0.01 per share until July 31, 2027.

The note bears interest at Prime rate plus 200 basis points, subject to a floor of 10%. Interest will be payable monthly.

Principal is payable monthly beginning on Feb. 1, 2008 at a monthly rate of $285,714.28 with any unpaid principal and interest due on July 31, 2010. Incentra may prepay the note without penalty.

The company told Prospect News, the financing was done in connection with the acquisition.

Based in Boulder, Colo., Incentra is a data management company focused on the broadcasting and information technology sector.

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