Attached files
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EX-99.2 - EX-99.2 - Aspira Women's Health Inc. | f54398exv99w2.htm |
EX-99.3 - EX-99.3 - Aspira Women's Health Inc. | f54398exv99w3.htm |
EX-99.1 - EX-99.1 - Aspira Women's Health Inc. | f54398exv99w1.htm |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2009
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
Commission File Number: 000-31617
Delaware (State or other jurisdiction of incorporation) |
33-059-5156 (IRS Employer Identification No.) |
47350 Fremont Blvd., Fremont, CA 94538
(Address of principal executive offices, including zip code)
(Address of principal executive offices, including zip code)
510.226.2800
(Registrants telephone number, including area code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01. | Other Events. |
Monthly Operating Reports for August, September and October
On December 15, 2009, Vermillion, Inc. (the Company) filed its financial statements included in
three Monthly Operating Reports for the periods from August 1, 2009 to August 31, 2009, September
1, 2009 to September 30, 2009, and October 1, 2009 to October 31, 2009 (the Monthly Operating
Reports) with the United States Bankruptcy Court for the District of Delaware (the Bankruptcy
Court) (Case No. 09-11091). A copy of each of the three Monthly Operating Reports is attached to
this Current Report on Form 8-K as Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3, and is incorporated
in this report by reference.
Under the Securities Exchange Act of 1934, as amended (Exchange Act), the SEC issued Exchange Act
Release No. 9660 providing guidance for Exchange Act reporting companies in bankruptcy. Consistent
with that release, in light of limitations on the Companys liquidity and personnel, the Company is
unable to continue filing periodic reports under the Exchange Act without unreasonable effort and
expense because (i) the Companys regular accounting staff has been reduced as a result of the
bankruptcy filing and (ii) the cost of having an independent registered public accounting firm
perform the requisite reviews and audits coupled with the cost of complying with the requirements
of the Sarbanes-Oxley Act of 2002 is prohibitive. As a result, during the pendency of the
Companys bankruptcy proceedings, it has adopted a modified reporting program with respect to its
reporting obligations under the federal securities laws. Accordingly, the Company files with the
SEC, under cover of current reports on Form 8-K, in lieu of filing Annual Reports on Form 10-K and
Quarterly Reports on Form 10-Q, copies of the Companys monthly operating reports required to be
submitted to the Bankruptcy Court. In accordance with General Instructions B.2 and B.6 of Form
8-K, the Monthly Operating Reports are, and any future such monthly operating reports will be,
furnished for informational purposes only and shall not be deemed filed for purposes of Section
18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will such
information be deemed incorporated by reference in any filing under the Exchange Act or the
Securities Act of 1933, as amended (Securities Act), except as expressly set forth by specific
reference in such a filing. The information set forth in this Current Report on Form 8-K also will
not be deemed an admission as to the materiality of any information required to be disclosed solely
to satisfy the requirements of Regulation FD.
The Company cautions investors and potential investors not to place undue reliance upon the
information contained in the three Monthly Operating Reports, which were not prepared for the
purpose of providing the basis for an investment decision relating to any of the securities of the
Company. The Monthly Operating Reports are limited in scope, cover a limited time period and have
been prepared solely for the purpose of the Companys compliance with the monthly reporting
requirements of the Bankruptcy Court. The financial information in the Monthly Operating Reports
was not audited or reviewed by independent registered accountants and is not presented in
accordance with U.S. Generally Accepted Accounting Principles (GAAP) and is in a format
prescribed by applicable bankruptcy laws and is subject to future adjustment and reconciliation.
There can be no assurance that, from the perspective of an investor or potential investor in the
Companys securities, the Monthly Operating Reports are complete. The Monthly Operating Reports
also contain information for periods which may be shorter or otherwise different from those
contained in reports required pursuant to the Exchange Act, and such information is likely not
indicative of the Companys financial condition or operating results for the periods that would be
reflected in the periodic reports pursuant to the Exchange Act. The Monthly Operating Reports do
not include footnotes that would ordinarily be contained in the financial statements in the
Companys quarterly and annual reports pursuant to the Exchange Act. In addition, the income tax
provision in the Monthly Operating Reports is difficult to ascertain as a result of many factors,
including, among other things, the Companys inability to predict taxable income that may be
generated as a result of any cancellation of indebtedness that might occur as a result of the
bankruptcy proceeding involving the Company. Results set forth in the Monthly Operating Reports
should not be viewed as indicative of future results.
Forward-Looking Statements
Certain matters discussed in this Current Report on Form 8-K contain forward-looking statements
that involve significant risks and uncertainties, including statements regarding Vermillions
plans, objectives, expectations and intentions. These forward-looking statements are based on
Vermillions current expectations. The Private Securities Litigation Reform Act of 1995 provides a
safe harbor for such forward-looking statements. In order to comply with the terms of the safe
harbor, Vermillion notes that a variety of factors could cause actual results and experience
to differ materially from the anticipated results or other expectations expressed in such
forward-looking statements. There are no guarantees that Vermillion will succeed in its efforts to
commercialize ovarian cancer or OVA1 diagnostics products in 2009 or during any other period of
time. Factors that could cause actual results to materially differ include but are not limited to:
(1) uncertainty in obtaining intellectual property protection for inventions made by Vermillion;
(2) unproven ability of Vermillion to discover, develop, and commercialize ovarian cancer
diagnostic products based on findings from its disease association studies; (3) unproven ability of
Vermillion to discover or identify new protein biomarkers and use such information to develop
ovarian cancer diagnostic products; (4) uncertainty as to whether Vermillion will be able to obtain
any required regulatory approval of its future ovarian cancer diagnostic products; (5) uncertainty
of market acceptance of its OVA1 diagnostic test or future diagnostic products, including the risk
that its products will not be competitive with products offered by other companies, or that users
will not be entitled to receive adequate reimbursement for its products from third party payors
such as private insurance companies and government insurance plans; (6) uncertainty that Vermillion
will successfully license or otherwise successfully partner its products; (7) uncertainty that
Vermillion will have the resources to successfully complete its bankruptcy reorganization; (8)
uncertainty as to whether operating under Chapter 11 may harm our business; (9) uncertainty as to
whether the amended plan of reorganization will be accepted by classes of claims entitled to vote;
(10) uncertainty regarding whether Vermillion will be able to obtain confirmation of a Chapter 11
plan of reorganization; (11) uncertainty as to whether Vermillion will be able to emerge from
bankruptcy without being liquidated or obtain the necessarily funding to continue as a going
concern; (12) uncertainty whether a plan of reorganization may result in holders of our common
stock receiving no or limited distributions on account of their interests and cancellation of their
common stock; (13) uncertainty whether operating under the U.S. Bankruptcy Code may restrict our
ability to pursue our business strategies and identify and develop additional diagnostic products;
(14) uncertainty whether the trading in our stock will become significantly less liquid or our
ability to relist on shares on the Nasdaq Global Select Market or other national securities
exchange; and (15) other factors that might be described from time to time in Vermillions filings
with the Securities and Exchange Commission. All information in this Current Report is as of the
date of the report, and Vermillion expressly disclaims any obligation or undertaking to release
publicly any updates or revisions to any such statements to reflect any change in Vermillions
expectations or any change in events, conditions or circumstances on which any such statement is
based, unless required by law.
Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibit No. | Description. | |||
99.1 | Monthly Operating Report for the Period August 1, 2009 August 31, 2009. |
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99.2 | Monthly Operating Report for the Period September 1, 2009 September 30, 2009 |
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99.3 | Monthly Operating Report for the Period October 1, 2009 October 31, 2009 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Vermillion, Inc. |
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Date: December 18, 2009 | By: | /s/ Gail S. Page | ||
Gail S. Page | ||||
Executive Chair of the Board of Directors | ||||
EXHIBIT INDEX
Exhibit No. | Description | |||
99.1 | Monthly Operating Report for the Period August 1, 2009 August 31, 2009. |
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99.2 | Monthly Operating Report for the Period September 1, 2009 September 30, 2009 |
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99.3 | Monthly Operating Report for the Period October 1, 2009 October 31, 2009 |