Diagnostics & Imaging Week

Transoma Medical (St. Paul, Minnesota) reported that it has filed a registration statement with the Securities and Exchange Commission for a proposed IPO of its common stock up to $75 million.

The number of shares to be offered and the price range for the offering have not yet been determined. The proposed offering will include shares sold by Transoma and by certain of its stockholders.

Transoma develops implantable, subcutaneous, wireless diagnostic and monitoring products, and says that it is focused on two distinct markets: the chronic cardiovascular disease (CVD) market, through its Patient Management Device (PMD) division, and the biomedical research market, through its Data Sciences International (DSI) division.

Transoma’s PMD division develops implantable, ambulatory monitoring systems that provide vital signs information for diagnosing various forms of CVD and for optimizing drug, interventional, surgical and device treatment alternatives.

The company says that its first PMD division product, the Sleuth Implantable ECG monitoring system (Sleuth ECG), is designed to capture, record, analyze and wirelessly transmit clinically relevant ECG data while minimizing the need for patient compliance and physician interaction. It received FDA 510(k) clearance on Oct. 1 for monitoring patients with clinical syndromes or situations at increased risk of cardiac arrhythmias and patients who experience transient symptoms that may suggest a cardiac arrhythmia.

Transoma’s DSI division is a supplier of wireless, physiologic monitoring equipment and a supplier of related data acquisition and analysis products used in biomedical research, including in preclinical drug discovery and development.

The company said it intends to use the net IPO proceeds for working capital and general corporate purposes, and for potential acquisitions of businesses, technologies and products.

In its filing, the company said that it has not been profitable and has incurred net losses in each quarter since FY02, the year that it raised net proceeds of about $11.9 million in a private financing to commercialize its wireless, implantable technology as a diagnostic tool for patients with chronic cardiovascular disease. It incurred net losses of $2.2 million, $4.2 million and $9.1 million, respectively, for its fiscal years ended June 30, 2005, 2006 and 2007.

The company said it expects to incur significant sales and marketing and manufacturing expenses as it continues to commercialize the Sleuth ECG, and additional development expenses as it seeks to invest in its DSI product line and commercialize future PMD products. It said it also expects to incur significant losses “for the foreseeable future.”

The company plans to file for listing of its stock on the NASDAQ Global Market under the symbol TSMA.

Piper Jaffray & Co. is acting as book-running manager, Thomas Weisel Partners is acting as joint-lead manager, and RBC Capital Markets, Canaccord Adams and BMO Capital Markets are acting as offering co-managers.

In other financing news:

• EyeTel Imaging (Columbia, Maryland) has filed for an initial public offering of up to $32.2 million with the Securities and Exchange Commission.

In its SEC filing, the company said that it is offering 3.5 million shares of common stock and that it expects the IPO price to be between $7 and $8 a share.

The company estimates net proceeds from the sale will be about $22,287,500 assuming a price of $7.50 a share, the mid-point of the offering range, after deducting estimated underwriting discounts and estimated offering expenses of about $1.6 million.

If the underwriters exercise their over-allotment option in full, the company estimates that it will receive additional net proceeds of about $3,575,000.

The company provides technology and services for detecting three leading causes of preventable blindness: age-related macular degeneration (AMD), diabetic retinopathy, and glaucoma.

Its EyeTel product is an imaging and diagnostic system, made up of the DigiScope (a device that takes high-resolution retinal images) and a telemedicine image analysis service (provided by EyeTel Reading Center, a division staffed by specialists who analyze the images). EyeTel, founded in 1996, leases its DigiScope machines and charges fees based on per-customer examination.

The company said that it expects a major portion of the proceeds from the offering to be used to fund the manufacturing and leasing of the DigiScopes.

The company said it also intends to devote significant resources to penetrating the optometry market, primarily through an expansion of its sales force into new territories

It will use a portion of the proceeds to repay some of its long-term debt, repay significant stockholder loans and for R&D and general corporate purposes.

The company has applied to have its common stock listed on the American Stock Exchange under the symbol EYT.

• TomoTherapy (Madison, Wisconsin), a company developing radiation treatments for cancer, said Thursday that its public offering of 8.5 million shares of common stock will be priced at $22.25 a share, placing the value of the stock sale at more than $189.1 million.

The price represents a discount of 4% from Wednesday’s closing price of $23.26.

The company reported filing a registration statement with the Securities and Exchange Commission (SEC) for the offering last month. Certain shareholders of TomoTherapy are selling all of the shares in the offering and the company will not directly receive any proceeds from the offering.

The selling shareholders also will grant the underwriters an option to buy up to an additional 1,275,000 shares at the offering price to cover over-allotments, adding more than $28 million in potential proceeds. The company won’t receive any proceeds from the sale of the shares but will pay the expenses of the offering, excluding underwriting discounts.

Merrill Lynch acted as sole-bookrunning manager, and Piper Jaffray, Thomas Weisel Partners, Robert W. Baird and William Blair acted as co-managers for the offering.

TomoTherapy makes the TomoTherapy Hi Art treatment system, an advanced and versatile radiation therapy system for the treatment of a wide variety of cancers. The Hi Art treatment system is designed to combine integrated CT imaging with radiation therapy to deliver radiation treatments with speed and precision while reducing radiation exposure to surrounding healthy tissue.