Physiometrix Announces $8.2 Million Private Placement Financing

Physiometrix Announces $8.2 Million Private Placement Financing 


NO. BILLERICA, Mass., Dec. 3  /PRNewswire-FirstCall/ -- Physiometrix, Inc. 
announced today that it has entered into a definitive agreement for gross
proceeds of approximately $8.2 million in a private placement of common stock.
The group of investors includes Special Situations Funds, Winslow Management
Company, A division of Adams Harkness & Hill, Med-Cap Partners LP, Valor Capital
Management and Pro-Med Partners. Physiometrix will issue approximately 5.0
million shares of common stock based on the average of the closing bid prices
for the five trading days ended December 1, 2003. In conjunction with the
financing, the company will issue warrants to purchase additional shares of its
common stock. The company intends to use the net proceeds from the private
placement to advance its commercialization efforts for the PSA 4000 anesthesia
monitoring system and other general corporate purposes.

"We are gratified to have received such a positive response to our financing
efforts," said John A. Williams, president and chief executive officer of
Physiometrix. "We believe it is a strong indicator of the value of our
technology and we are very proud of the roster of well-respected investors,"
concluded Williams.

This press release does not constitute an offer to sell or the solicitation of
an offer to buy any security.  The common stock has not been registered under
the Securities Act of 1933 or applicable state securities laws and may not be
offered or sold in the United States absent registration or an applicable
exemption from registration requirements.  Physiometrix has agreed to file a
registration statement covering resales of the shares of common stock by the
investors, including any common stock issuable upon exercise of the warrants.

Designed for use by anesthesiologists and critical care specialists, the PSA
4000 is a device that enables clinicians to monitor and manage a patient's level
of consciousness under anesthesia in the operating room or intensive care unit. 
The PSA 4000 has the potential to enhance patient care, improve recovery times
and save lives in hospitals across the U.S. and around the world. Physiometrix
Inc. designs, manufactures and markets noninvasive medical products -- based on
novel gel materials, sophisticated signal-processing electronics technologies,
and proprietary software -- for use in anesthesia- monitoring during surgical
procedures

Safe Harbor Statement

Statements in this press release regarding Physiometrix's growth and future
business results of the Company are "forward-looking" statements as defined in
the Private Securities Litigation Reform Act of 1995.  Such statements are based
upon management's current expectations and are subject to a number of factors
and uncertainties.  Information contained in these forward-looking statements is
inherently uncertain, and actual performance and results may differ materially
due to many important factors.  Such factors that could cause actual results to
differ materially from any forward-looking statements made by the Company
include, among others, revenue estimates, dependence on existing and future
products, uncertainty of market acceptance, intense competition, partnership
agreements, and government regulations, especially regulatory approvals.  Other
relevant risks are described in the Company's Form 10-K filed March 28, 2003 and
Form 10Q dated November 14, 2003, with the SEC.

CONTACT:

Daniel W. Muehl, CFO, Physiometrix Inc., 978-670-2422 

DATASOURCE: Physiometrix, Inc.



CONTACT:  Daniel W. Muehl, CFO, Physiometrix Inc., [phone] 



Web site:  http://www.physiometrix.com/

Copyright