Vermillion, Inc. (Pink Sheets: VRMLQ), today announced that it 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, Vermillion will receive 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, subject to the conditions described below. The price per share is equal to 90% of the average closing sale price of Vermillion's common stock for the 5 trading-day period ending December 23, 2009.
The transaction is expected to close on or about January 7, 2010, subject to the receipt of a confirmation order by the United States Bankruptcy Court for the District of Delaware approving Vermillion's plan of reorganization and the satisfaction of other customary closing conditions. Net proceeds from the transaction will be used to finance in part the distributions to be made under Vermillion's plan of reorganization, to pay administrative fees and expenses associated therewith, to repay in full Vermillion's obligations under its debtor-in-possession financing agreement with Quest Diagnostics Incorporated, and for working capital and other general corporate purposes. Vermillion expects this transaction to provide sufficient capital to allow it to accomplish a successful restructuring.
The shares of Vermillion's common stock issued in connection with the private placement will not be 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 Vermillion's common stock.