Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On January 30, 2020, Vermillion, Inc. (the "Company") received a written notice
(the "Notice") from the Listing Qualifications Department (the "Staff") of the
Nasdaq Stock Market ("Nasdaq") that the Company has been granted an additional
180 calendar days, or until July 27, 2020, to regain compliance with the minimum
closing bid price of $1.00 per share, as is required for continued listing on
The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the "Bid
Price Requirement").
As the Company previously reported on that certain Current Report on Form 8-K
filed on August 6, 2019 with the U.S. Securities and Exchange Commission, on
August 2, 2019, the Company received a deficiency letter (the "Initial Notice")
from the Staff notifying the Company that, for the preceding 30 consecutive
business days, the Company had not been in compliance with the Bid Price
Requirement. In accordance with Nasdaq rules, the Company was provided an
initial period of 180 calendar days, or until January 29, 2020 (the "Initial
Compliance Date"), to regain compliance with the Bid Price Requirement. The
Initial Notice also provided that the Company may be eligible for an additional
180 calendar day compliance period if it provided a written notice to Nasdaq of
its intent to cure such deficiency.
As the Company did not regain compliance with the Bid Price Requirement by the
Initial Compliance Date, the Company applied for an extension of the cure
period, as permitted under the Initial Notice. The Staff granted the Company
such extension of the cure period because (i) the Company has indicated that, to
the extent necessary, it intends to cure the deficiency by effecting a reverse
stock split and (ii) the Company meets the continued listing requirement for the
market value of publicly held shares and all other initial listing standards for
The Nasdaq Capital Market, with the exception of the Bid Price Requirement.
According to the Notice, if at any time before July 27, 2020 the closing bid
price for the Company's common stock is at least $1.00 per share for a minimum
of 10 consecutive business days, the Staff will provide written confirmation of
compliance with the Bid Price Requirement and the common stock will continue to
be eligible for listing on The Nasdaq Capital Market.
If the Company does not regain compliance with the Bid Price Requirement by July
27, 2020, the Staff will provide a written notification to the Company that its
common stock will be subject to delisting. At that time, the Company may appeal
the Staff's delisting determination to a Nasdaq Hearing Panel (the "Panel").
The Company expects that its common stock would remain listed pending the
Panel's decision. There can be no assurance that the Company will regain
compliance or otherwise maintain compliance with any of the other listing
requirements.
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