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Item 3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
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On March 28, 2008, Vermillion, Inc, (the “Company”) announced that on March 18, 2008, the
Company received communication from The NASDAQ Stock Market (“NASDAQ”) that, as a result of the
Company’s common stock closing at $1.00 per share or more for a minimum of 10 consecutive business
days, it has achieved compliance with the minimum bid price requirement for continued listing set
forth in NASDAQ Marketplace Rule 4310(c)(4) (“Rule 4310(c)(4)”).
The communication follows a notice of noncompliance from NASDAQ dated September 6, 2007, which
was disclosed by the Company on September 7, 2007, that indicated that the Company failed to comply
with the minimum bid price requirement for continued listing set forth in Rule 4310(c)(4). The
notice of noncompliance gave the Company notice that the bid price of its common stock had closed
under $1.00 per share for the previous 30 business days, and stated that if the Company could not
demonstrate compliance with Rule 4310(c)(4) by March 4, 2008, the NASDAQ staff would determine
whether or not the Company meets The NASDAQ Capital Market initial listing criteria set forth in
NASDAQ Marketplace Rule 4310(c), except for the bid price requirement.
The bid price requirement was met in part as a result of the 1-for-10 reverse stock split of
the Company’s outstanding common stock effected by the filing of the Company’s Third Amended and
Restated Certificate of Incorporation on February 29, 2008, which was disclosed by the Company on
March 3, 2008. The reverse stock split was effective with respect to stockholders of record upon
the close of business on March 3, 2008.
The common stock has been traded on the NASDAQ Capital Market under the symbol “VRMLD”
beginning on March 4, 2008, to designate that it is trading on a post-reverse-split basis, and will
resume trading under the symbol “VRML” on April 2, 2008.
The Company also announced that, on March 25, 2008, the Company received a letter from the
Listing Qualifications Staff of NASDAQ (the “Staff Determination”) notifying the Company that,
based upon the Company’s non-compliance with the $35 million market value of listed securities
requirement for continued listing on The NASDAQ Capital Market, as set forth in NASDAQ Marketplace
Rule 4310(c)(3)(B), the Company’s securities are subject to delisting from NASDAQ unless the
Company requests a hearing before a NASDAQ Listing Qualifications Panel (the “NASDAQ Panel”).
The Company plans to timely request a hearing before a NASDAQ Panel, which will stay any
action with respect to the Staff Determination until such NASDAQ Panel renders a decision
subsequent to the hearing. The Company anticipates that the hearing will be scheduled to occur
within the next 45 days. There can be no assurance that such NASDAQ Panel will grant the Company’s
request for continued listing.
The Staff Determination follows correspondence from NASDAQ dated February 22, 2008, which was
disclosed by the Company on February 27, 2008, that, should the Company fail to regain compliance
with the market value of listed securities requirement by March 24, 2008, NASDAQ would provide
written notification of such and the opportunity to request a hearing before the NASDAQ Panel.
A copy of the Company’s press release announcing compliance with the minimum bid price
requirement and receipt of the Staff Determination from NASDAQ is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
The Company also announced today that in its 2007 financial statements to be included in
the Company’s Annual Report on Form 10-K, which the Company expects will be filed on March 31,
2008, the audit opinion of PriceWaterhouseCoopers LLP will contain a “going concern” qualification.
NASDAQ’s marketplace rules require NASDAQ-listed companies to publicly announce the receipt of an
audit opinion containing a “going concern” qualification.
A copy of the Company’s press release announcing that the audit opinion of
PriceWaterhouseCoopers LLP will contain a “going concern” qualification is attached hereto as
Exhibit 99.1 and is incorporated herein by reference.
