Vermillion, Inc. Announces Pricing of $15 Million Concurrent Public Offerings of Common Stock and Preferred Stock

AUSTIN, Texas, April 13, 2018 -- Vermillion, Inc. (Nasdaq:VRML), a bio-analytical solutions company focused on gynecologic disease, today announced the pricing of the previously announced concurrent but separate underwritten public offerings of 10,000,000 shares of its common stock at a price to the public of $1.00 per share and 50,000 shares of its Series B Convertible Preferred Stock at a price to the public of $100.00 per share. Each share of Series B Convertible Preferred Stock is non-voting and convertible into 100 shares of Vermillion, Inc. common stock, based on an initial conversion price of $1.00 per share, automatically upon receipt of stockholder approval of the conversion. As part of the common stock offering, Vermillion, Inc. has granted the underwriter a 30-day option to purchase up to an additional 1,500,000 shares of common stock at the public offering price, less underwriting discounts and commissions, to cover over-allotments, if any. The offerings are being conducted as separate public offerings by means of separate prospectus supplements, and neither offering is contingent upon the consummation of the other. All of the shares are being offered by Vermillion, Inc. The offering is expected to close on April 17, 2018, subject to customary closing conditions.

Piper Jaffray & Co. is the sole underwriter for the offerings.

Aggregate gross proceeds from the offerings are expected to be $15 million, or $16.5 million if the underwriter exercises its over-allotment option in full, before deducting underwriting discounts and commissions and estimated offering expenses payable by Vermillion, Inc. Vermillion, Inc. intends to use the net proceeds from the offerings for working capital and general corporate purposes, including sales and marketing, portfolio expansion and general administrative expenses.

Each offering is being made pursuant to a shelf registration statement (File No. 333-221092) previously filed with, and declared effective by, the U.S. Securities and Exchange Commission (the “SEC”).  Each offering is being made only by means of a prospectus supplement and accompanying prospectus describing the terms of such offering.  The preliminary prospectus supplements and accompanying prospectuses for these offerings were filed with the SEC on April 12, 2018. Electronic copies of the final prospectus supplements and accompanying prospectuses, when available, may be obtained through the website of the SEC at www.sec.gov or by contacting Piper Jaffray & Co., 800 Nicollet Mall, J12503, Minneapolis, MN 55402, Attention: Prospectus Department, by telephone at (800)747-3924 or by e-mail at [email protected]. 

This press release is for informational purposes only and shall not constitute an offer to sell or a solicitation of an offer to buy securities in any state or other jurisdiction in which such offer or sale is not permitted. 

About Vermillion, Inc.
Vermillion, Inc. is dedicated to the discovery, development and commercialization of novel high-value diagnostic and bio-analytical solutions that help physicians diagnose, treat and improve gynecologic health outcomes for women.  Vermillion, Inc.’s tests are intended to detect, characterize and stage disease, and to help guide decisions regarding patient treatment, which may include decisions to refer patients to specialists, to perform additional testing, or to assist in monitoring response to therapy.

Forward Looking Statements
This press release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995. These statements involve a number of risks and uncertainties.  All statements other than statements of historical facts contained in this press release are forward-looking statements, including statements regarding Vermillion’s expectations about the closing of the offerings and use of net proceeds therefrom.  Words such as “may,” “expects,” “intends,” “anticipates,” “believes,” “estimates,” “plans,” “seeks,” “could,” “should,” “continue,” “will,” “potential,” “projects” and similar expressions are intended to identify forward-looking statements.  These forward-looking statements speak only as of the date of this press release and are subject to a number of risks, uncertainties and assumptions, including the risks and uncertainties associated with market conditions and the completion of the proposed offerings, as well as risks and uncertainties inherent in Vermillion’s business, including those described in the section entitled “Risk Factors” in Vermillion’s Annual Report on Form 10-K for the year ended December 31, 2017 and in Vermillion's other periodic filings with the SEC.  The events and circumstances reflected in Vermillion’s forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.  Vermillion expressly disclaims any obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date of this press release, except as required by law.

Investor Relations Contact:
Ashley R. Robinson
LifeSci Advisors, LLC
Tel 617-755-5956
[email protected]