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EX-99.1 - PRESS RELEASE - Aspira Women's Health Inc.d442290dex991.htm

 

 

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): November 19, 2012

 

 

Vermillion, Inc.

(Exact name of registrant as specified in its charter)

 

 

Commission File Number: 001-34810

 

Delaware   33-059-5156

(State or other jurisdiction

of incorporation)

 

(IRS Employer

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)

 

x 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))

 

 

 


Item 8.01 Other Events.

On November 19, 2012, Vermillion, Inc. (the “Company”) issued a press release announcing that the Delaware Court of Chancery dismissed the case brought against the Company and other defendants by stockholders György B. Bessenyei and Robert S. Goggin, III.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Important Additional Information

In connection with its 2012 annual meeting of stockholders, the Company will file with the Securities and Exchange Commission (the “Commission”) a definitive proxy statement and other documents regarding the 2012 annual meeting, and will also mail to each stockholder of record entitled to vote at the 2012 annual meeting the definitive proxy statement and a proxy card. STOCKHOLDERS ARE STRONGLY ADVISED TO READ THE COMPANY’S 2012 DEFINITIVE PROXY STATEMENT AND ANY OTHER SOLICITING MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THESE DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION. When they are available, the definitive proxy statement and other documents relating to the 2012 annual meeting of stockholders may be obtained free of charge from the Commission’s Electronic Data Gathering Analysis and Retrieval system (“EDGAR”) at www.sec.gov or from the Company at its website, www.vermillion.com, under Investors – SEC Filings.

The Company and its directors, director nominee and executive officers may be deemed to be participants in the solicitation of proxies in connection with the Company’s 2012 annual meeting of stockholders. Detailed information concerning the Company’s directors, director nominee and officers is available in the Company’s amended preliminary proxy statement for its 2012 annual meeting of stockholders filed with the Commission on May 17, 2012, as well as in other public filings made by the Company with the Commission. Additional information regarding the Company’s directors, director nominee, executive officers and other persons who may, under the rules of the Commission, be considered to be participants in the solicitation of proxies for the 2012 annual meeting of stockholders, including their respective interests by security holdings or otherwise, will be set forth in the definitive proxy statement for the Company’s 2012 annual meeting of stockholders when it is filed with the Commission.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)    Exhibit No.   Description
   99.1   Press Release dated November 19, 2012


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: November 19, 2012     By:  

/s/ Eric J. Schoen

     

Eric J. Schoen

     

Chief Accounting Officer


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release dated November 19, 2012