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VRML > SEC Filings for VRML > Form 8-K on 10-May-2013All Recent SEC Filings

Show all filings for VERMILLION, INC. | Request a Trial to NEW EDGAR Online Pro



Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securiti

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2013, Vermillion, Inc. (the "Company") entered into a securities purchase agreement (the "Agreement") in connection with a private placement, pursuant to which existing and new investors (the "Purchasers") have agreed, subject to closing conditions, to purchase 8,000,000 shares of the Company's common stock (the "Shares") at a price per share of $1.46 and 12,500,000 warrants (the "Warrants") at a price per warrant of $0.125. The Warrants will be exercisable for 12,500,000 shares of common stock at an exercise price of $1.46 per share. The Company announced the transaction in a press release on May 9, 2013, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Neither the Shares nor the Warrants described in Item 1.01 have been registered under the Securities Act of 1933, as amended (the "Act"). The Company is relying on the private placement exemption from registration provided by Section 4(2) of the Act, as a transaction by an issuer not involving a public offering. The aggregate consideration to be paid by the Purchasers at closing is $13,242,500 cash. The Warrants are exercisable at any time and from time to time from and after the 90th day following the closing date through and including the date that is three (3) years following the closing date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit No. Description.

99.1 Press Release dated May 9, 2013

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