VirtualScopics wraps $4.35 million; JMAR negotiates $7.5 million in financing; Pure Biofuels closes $20 million

By LLuvia Mares

New York, Sept. 17 - Not much activity was seen in the PIPEs sector Monday; however VirtualScopics, Inc. completed a $4.35 million private placement of series B convertible preferred stock and warrants.

"We are pleased with the closing of this transaction," said Jeff Markin, company president and chief executive officer, in a press release. "Completing this offering will strengthen our balance sheet, expand our shareholder base and enable us to increase our sales and marketing efforts."

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.

JMAR negotiates $7.5 million financing

JMAR Technologies, Inc. announced Monday it negotiated up $7.5 million in new secured debt financing.

"We are very pleased with this latest round of financing, with the speed in execution and, more important, with the continued support and confidence expressed by Laurus," said Dr. Neil Beer, company president and chief executive officer, in a press release.

New York-based Laurus Master Fund, Ltd. also received warrants to purchase 119 million shares of common stock at an exercise price equal to the par value of the company's stock.

Proceeds from the financing will be placed in a restricted cash account in the company's name and released according to an operating budget with a reserve for prepayment of the first year's interest.

"This level of financing will permit our full concentration on proprietary products related to homeland security and military applications," he stated in the release.

JMAR will pay Laurus royalties on the sale of the company's products with the payments commencing 180 days after the closing.

San Diego-based JMAR Technologies leading developer of advanced laser, high-resolution imaging and photonics technologies.

Pure wraps $30 million

Pure Biofuels Corp. completed a $30 million private financing.

The financing consisted of a $10 million convertible note and a $20 million secured credit facility.

The shares were sold to group of accredited investors.

Merriman Curhan Ford & Co. was lead placement agent and Canaccord Adams acted as co-placement agent.

Proceeds will be used for the construction of its primary production facility at the Port of Callao in Lima, Peru and finance feasibility studies.

Beverly Hills, Calif.-based Pure Biofuels is an energy company that produces and distributes renewable fuel products.

No further details were released Monday.

Celtic Minerals offers $6 million private placement of flow-through shares

Calgary, Alta.-based Celtic Minerals Ltd. (CME: TSX-VEN) announced today it is offering a $6 million private placement of flow-through shares.

The offering consists of 4,800,000 flow-through common shares at $1.25 per share. The transaction is expected to close Oct. 4.

Jennings Capital Inc. was the placement agent in the transaction.

Proceeds will be used for exploration expenditures on the company's properties in Newfoundland and Labrador for drilling, geophysical and geological surveys.

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