SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): March 1 , 2018
Vermillion, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware |
001-34810 |
33-0595156 |
|
(State or other jurisdiction |
(Commission |
(IRS Employer |
|
of incorporation) |
File Number) |
Identification No.) |
|
|
|
|
12117 Bee Caves Road , Building Three, Suite 100, Austin, TX 78738
(Address of principal executive offices, including zip code)
512.519.0400
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|
|
|
|
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
|
|
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On March 1, 2018, Vermillion, Inc., a Delaware corporation (“Vermillion”) , its wholly-owned subsidiary, ASPiRA LABS, Inc., a Delaware corporation ( together with Vermillion, the “Company”) , and Quest Diagnostics Incorporated, a Delaware corporation (“Quest”) , entered into an Amendment No. 3 to Testing and Services Agreement (the “Amendment”). The Amendment amends that certain Testing and Services Agreement, dated as of March 11, 2015, as amended as of April 10, 2015 and March 7, 2017 (as so amended, the “TSA”). The purpose of the Amendment was to extend the term of the TSA from March 11, 2018 to March 11, 2019 .
In addition, pursuant to the Amendment, the Company has agreed to pay an annual fee of $150,000 for the services of a full-time Quest project manager to provide certain services to resolv e issues arising with respect to OVA1 and Overa specimens sourced to Quest ’s testing lab through its Patient Service Centers and it s In-office Phlebotomists (as each is defined in the TSA) . The fee is payable in four equal quarterly installments.
The foregoing information is qualified in its entirety by reference to the Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibit No. Description
10.1 Amendment No. 3 to Testing and Services Agreement, executed as of March 1, 2018 by and among Vermillion, Inc., ASPiRA LABS, Inc. and Quest Diagnostics Incorporated.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
Vermillion, Inc. |
|
|
|
|
|
Date: March 6 , 2018 |
By: |
/s/ Robert Beechey |
|
|
|
Robert Beechey |
|
|
|
Chief Financial Officer |
|
|
|
|
|
|
|
Exhibit 10 .1 |
AMENDMENT NO. 3 TO TESTING AND SERVICES AGREEMENT
THIS AMENDMENT NO. 3 TO TESTING AND SERVICES AGREEMENT (this “Amendment”) is made and entered into as of the date on which both parties have executed this Amendment (the “Amendment Effective Date”) by and between Quest Diagnostics Incorporated , a Delaware corporation (“Quest Diagnostics”) on the one hand, and Vermillion, Inc ., a Delaware corporation and ASPiRA Labs , a Delaware corporation and wholly owned subsidiary of Vermillion, Inc. (collectively “Vermillion”) on the other hand, with respect to that certain Testing and Services Agreement dated as of March 11, 2015, and that certain Amendment No. 1 to Testing and Services Agreement dated as of April 10, 2015 and that certain Amendment No. 2 to Testing and Services Agreement dated as of March 11, 2017 (together, the “TSA”). Capitalized terms used and not otherwise defined herein are used with the meanings attributed to them in the TSA. All references to section numbers refer to section numbers in the TSA.
WITNESSETH:
NOW THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties agree the TSA is hereby amended as follows:
|
|
1. |
|
Section 5.3 of the TSA is hereby deleted in its entirety and the following new Section 5.3 is substituted in its place: |
5.3 This agreement shall terminate in four years from the Effective Date and shall renew for an additional one-year period thereafter by the written agreement of the Parties at least 60 days prior to such renewal date.
|
|
2. |
|
The following new Section 8.9 is inserted into the TSA, effective as of the Amendment Date: November 1, 2017 |
8.9 Quest Diagnostics will assign a full-time project manager to Vermillion’s account to provide certain services to resolve issues arising from the performance of Services and with respect to Specimens sourced to Quest Diagnostics’ testing lab through its Patient Service Centers and its In-office Phlebotomists (IOPs). The fee for such project manager shall be $150,000 (One hundred fifty thousand dollars) per year (the “Annual Service Fee”). Vermillion shall pay to Quest the Annual Service Fee in 4 (four) equal installments on a quarterly basis throughout the Term of this Agreement at the time payments are made for blood draw fees. Project manager will be assigned and meet with an assigned Vermillion point of contact to resolve any issues with respect to Services.
Any additional work to be covered by the Annual Service Fee must be approved by in writing by both Parties.
|
|
3. |
|
Except as expressly modified by this Amendment, all terms and conditions of the TSA remain in full force and effect. |
[Intentionally left blank]
IN WITNESS WHEREOF, the parties intending to be legally bound, have set their hands the date and year first above written.
|
|
|
|
QUEST DIAGNOSTICS INCORPORATED |
VERMlLLION, INC. |
|
By: /s/ Kristie Dolan |
By: /s/ Fred Ferrara |
|
Print Name: Kristie Dolan |
Print Name: Fred Ferrara |
|
Title: GM Oncology |
Title: COO |
|
Date: 1/24/18 |
Date: 3/1 / 20 18 |
|
|
|
|
ASPIRA LABS, INC. |
|
|
By: /s/ Fred Ferrara |
|
|
Print Name: Fred Ferrara |
|
|
Title: COO |
|
|
Date: 3/1 / 20 18 |
|