Attached files
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8-K - FORM 8-K - Aspira Women's Health Inc. | f54555e8vk.htm |
EX-2.1 - EX-2.1 - Aspira Women's Health Inc. | f54555exv2w1.htm |
Exhibit 99.1
Court Approves Vermillions Plan of Reorganization
FREMONT, Calif., Jan 07, 2010 /PRNewswire via COMTEX/ Vermillion, Inc.
(VRML) today announced that its Plan of Reorganization was confirmed today by
the United States Bankruptcy Court for the District of Delaware. The Honorable
Judge Christopher S. Sontchi presided.
Gail S. Page, Executive Chairperson of the Companys Board of Directors said,
This is a great day, not only for Vermillion shareholders, but for all the
women who will benefit from our OVA1(TM) test, the first FDA-cleared test for
assisting physicians in determining whether an ovarian tumor is likely to be
malignant. With this order, we are now poised to commercialize, with our
partner Quest Diagnostics, this important test. Additionally, we will be able
to continue the development of the other potential tests in our pipeline.
On December 28, 2009 Vermillion entered into securities purchase agreements in
connection with a private placement with a group of investors effective
December 24, 2009. Under the terms of the agreements, the Company will receive
approximately $43.05 million in gross proceeds from the sale of approximately
2,328,000 shares of its common stock.
Vermillions legal advisor in connection with its successful reorganization
efforts is Paul, Hastings, Janofsky & Walker LLP.
About Vermillion
Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help physicians
diagnose, treat and improve outcomes for patients. Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in oncology,
hematology, cardiology and womens health. Vermillion is based in Fremont,
California. Additional information about Vermillion can be found on the Web at
www.vermillion.com.
About the OVA1 Test
The OVA1 Test is a qualitative serum test that combines the results of five
immunoassays into a single numerical score. It is indicated for women who meet
the following criteria: over age 18, ovarian adnexal mass present for which
surgery is planned, and not yet referred to an oncologist. The test utilizes
five well-established biomarkers Transthyretin (TT or prealbumin),
Apolipoprotein A-1 (Apo A-1), Beta 2-Microglobulin (Beta 2M), Transferrin (Tfr)
and Cancer Antigen 125 (CA 125 II) and a proprietary algorithm to determine
the likelihood of malignancy in women with pelvic mass for whom surgery is
planned.
OVA1(TM) Test is a trademark of Vermillion Inc.
Forward-Looking Statements:
Certain matters discussed in this press release 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 2010 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 as to whether Vermillions Chapter 11
reorganization may harm its business; (8) uncertainty whether the trading in
Vermillions stock will become significantly less liquid or Vermillions
ability to relist its shares on the Nasdaq Global Select Market or on other
national securities exchange; and (9) other factors that might be described
from time to time in Vermillions filings with the Securities and Exchange
Commission. All information in this press release is as of the date of this
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.
SOURCE Vermillion, Inc.
Vermillion Closes $43.05 Million Private Placement of Common Stock
FREMONT, Calif., Jan 07, 2010 /PRNewswire via COMTEX/ Vermillion, Inc. (Pink
Sheets: VRMLQ), today announced that it closed a private placement transaction
with a group of investors as of January 7, 2010. Vermillion received
approximately $43.05 million in gross proceeds from the sale of approximately
2,328,000 shares of its common stock at a price of $18.4932 per share.
Earlier today, the United States Bankruptcy Court for the District of Delaware
issued a confirmation order approving Vermillions plan of reorganization.
The shares of Vermillions common stock issued in connection with the private
placement have not been registered under the Securities Act of 1933, as amended
(the Securities Act). Accordingly, these securities may not be offered or
sold in the United States except pursuant to an effective registration
statement or an applicable exemption from the registration requirements of the
Securities Act. Vermillion has agreed to file within 120 days after the closing
one or more registration statements covering the resale of the common stock.
This press release shall not constitute an offer to sell or the solicitation of
an offer to buy Vermillions common stock.
About Vermillion
Vermillion, Inc. is dedicated to the discovery, development and
commercialization of novel high-value diagnostic tests that help physicians
diagnose, treat and improve outcomes for patients. Vermillion, along with its
prestigious scientific collaborators, has diagnostic programs in oncology,
hematology, cardiology and womens health. Vermillion is based in Fremont,
California. Additional information about Vermillion can be found on the Web at
www.vermillion.com.
Forward-Looking Statements
Certain matters discussed in this press release 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 2010 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
payers such as private insurance companies and government insurance plans; (6)
uncertainty that Vermillion will successfully license or otherwise successfully
partner its products; (7) uncertainty as to whether Vermillions Chapter 11
reorganization may harm its business; (8) uncertainty whether the trading in
Vermillions stock will become significantly less liquid or Vermillions
ability to relist its shares on the Nasdaq Global Select Market or on other
national securities exchange; and (9) other factors that might be described
from time to time in Vermillions filings with the Securities and Exchange
Commission. All information in this press release is as of the date of this
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.
SOURCE Vermillion, Inc.