Aspira Women's Health (AWH) 10-Q 14 Nov 13 2013 Q3 Quarterly report Financial data

Document_and_Entity_Informatio

Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Oct. 31, 2013
Document And Entity Information [Abstract]	'	'
Document Type	'10-Q	'
Amendment Flag	'false	'
Document Period End Date	30-Sep-13	'
Document Fiscal Year Focus	'2013	'
Document Fiscal Period Focus	'Q3	'
Entity Registrant Name	'VERMILLION, INC.	'
Entity Central Index Key	'0000926617	'
Current Fiscal Year End Date	'--12-31	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	23,487,927

Consolidated_Balance_Sheets

Consolidated Balance Sheets (USD $)	Sep. 30, 2013	Dec. 31, 2012
Current assets:	'	'
Cash and cash equivalents	$14,604,000	$8,007,000
Accounts receivable	166,000	137,000
Prepaid expenses and other current assets	227,000	348,000
Total current assets	14,997,000	8,492,000
Property and equipment, net	87,000	142,000
Total assets	15,084,000	8,634,000
Current liabilities:	'	'
Accounts payable	422,000	525,000
Accrued liabilities	1,485,000	1,074,000
Short-term debt	1,106,000	1,106,000
Deferred revenue	1,397,000	492,000
Total current liabilities	4,410,000	3,197,000
Deferred revenue	429,000	770,000
Total liabilities	4,839,000	3,967,000
Commitments and contingencies (Note 4)	'	'
Stockholders' equity:	'	'
Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at September 30, 2013 and December 31, 2012, respectively	'	'
Common stock, $0.001 par value, 150,000,000 shares authorized; 23,487,927 and 15,200,079 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively	23,000	15,000
Additional paid-in capital	340,669,000	328,097,000
Accumulated deficit	-330,447,000	-323,445,000
Total stockholders' equity	10,245,000	4,667,000
Total liabilities and stockholders' equity	$15,084,000	$8,634,000

Consolidated_Balance_Sheets_Pa

Consolidated Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
Statement Of Financial Position [Abstract]	'	'
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	23,487,927	15,200,079
Common stock, shares outstanding	23,487,927	15,200,079

Consolidated_Statements_Oof_Op

Consolidated Statements Oof Operations And Comprehensive Loss (USD $)	3 Months Ended				9 Months Ended
In Thousands, except Share data, unless otherwise specified	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Revenue:	'		'		'		'
Product	$216		$205		$640		$611
License	114		114		341		341
Total revenue	330		319		981		952
Cost of revenue:	'		'		'		'
Product	25		33		96		99
Total cost of revenue	25		33		96		99
Gross profit	305		286		885		853
Operating expenses:	'		'		'		'
Research and development	553	[1]	429	[1]	1,591	[1]	1,883	[1]
Sales and marketing	1,180	[2]	1,082	[2]	3,172	[2]	3,722	[2]
General and administrative	889	[3]	1,073	[3]	3,160	[3]	3,381	[3]
Total operating expenses	2,622		2,584		7,923		8,986
Loss from operations	-2,317		-2,298		-7,038		-8,133
Interest income	7		7		15		23
Interest expense	'		-66		'		-197
Gain on sale of instrument business	'		50		'		1,830
Gain on litigation settlement, net	'		331		'		710
Reorganization items	'		'		'		88
Other income (expense), net	-4		-45		21		-92
Loss before income taxes	-2,314		-2,021		-7,002		-5,771
Income tax benefit (expense)	'		'		'		'
Net loss	-2,314		-2,021		-7,002		-5,771
Net loss per share-basic and diluted	($0.10)		($0.13)		($0.36)		($0.39)
Weighted average common shares used to compute basic and diluted net loss per common share	23,486,496		15,057,027		19,472,105		14,972,877
Net loss	-2,314		-2,021		-7,002		-5,771
Foreign currency translation adjustment	'		'		'		-1
Comprehensive loss	($2,314)		($2,021)		($7,002)		($5,772)
[1]	Research and development - Noncash share-based compensation $12, $25, $44, $99
[2]	Sales and marketing - Noncash share-based compensation $32, $55, $118, $148
[3]	General and administrative - Noncash share-based compensation $22, $168, $143, $552

Consolidated_Statements_Of_Ope

Consolidated Statements Of Operations And Comprehensive Loss (Parenthetical) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Research And Development [Member]	'	'	'	'
Stock-based compensation expense	$12,000	$25,000	$44,000	$99,000
Sales And Marketing [Member]	'	'	'	'
Stock-based compensation expense	32,000	55,000	118,000	148,000
General And Administrative [Member]	'	'	'	'
Stock-based compensation expense	$22,000	$168,000	$143,000	$552,000

Consolidated_Statements_Of_Cas

Consolidated Statements Of Cash Flows (USD $)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flows from operating activities:	'	'
Net loss	($7,002,000)	($5,771,000)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Non-cash license revenue	-341,000	-341,000
Depreciation and amortization	55,000	64,000
Loss on sale and disposal of property and equipment	'	3,000
Stock-based compensation expense	281,000	789,000
Warrants issued for services	24,000	10,000
Gain from sale of instrument business	'	-1,830,000
Changes in operating assets and liabilities:	'	'
Accounts receivable	-29,000	-29,000
Prepaid expenses and other assets	121,000	56,000
Accounts payable, accrued liabilities and other liabilities	308,000	-1,412,000
Deferred revenue	905,000	523,000
Reorganization Items	'	-32,000
Net cash used in operating activities	-5,678,000	-7,970,000
Cash flows from investing activities:	'	'
Proceeds from the sale of instrument business to Bio-Rad	'	1,830,000
Purchase of property and equipment	'	-14,000
Net cash flows provided by investing activities	'	1,816,000
Cash flows from financing activities:	'	'
Proceeds from sale of common stock, net of issuance costs	11,751,000	'
Proceeds from issuance of common stock from exercise of stock options	524,000	6,000
Net cash provided by financing activities	12,275,000	6,000
Effect of exchange rate changes on cash and cash equivalents	'	-1,000
Net increase (decrease) in cash and cash equivalents	6,597,000	-6,149,000
Cash and cash equivalents, beginning of period	8,007,000	22,477,000
Cash and cash equivalents, end of period	14,604,000	16,328,000
Supplemental disclosure of cash flow information:	'	'
Cash paid during the period for interest	'	$197,000

Organization_Basis_Of_Presenta

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies	9 Months Ended
	Sep. 30, 2013
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract]	'
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies	'
	1.   ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING AND REPORTING POLICIES
	Organization
	Vermillion, Inc. (“Vermillion” and, together with its wholly-owned subsidiaries, “we” or the “Company”), develops and commercializes diagnostic tests in the fields of gynecologic oncology and women’s health. In March 2010, we commercially launched the OVA1® ovarian tumor triage test (“OVA1”). We distribute OVA1 through Quest Diagnostics Incorporated (“Quest Diagnostics”), a related party (see Note 3).
	Liquidity
	On May 13, 2013, we completed a private placement of 8,000,000 shares of our common stock for net proceeds of approximately $11,751,000.  We issued warrants to purchase 12,500,000 shares of our common stock in connection with this private placement. If these warrants are exercised, we would realize an additional $18,250,000 of net proceeds.
	We expect revenue relating to OVA1 to be our only material, recurring source of cash for the remainder of 2013 and for 2014.  Our ability to continue to meet our business objectives in the future is dependent upon, among other things, raising additional capital or generating sufficient revenue in excess of costs. Given these conditions, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties.
	We may also seek to raise additional capital in the future through a variety of sources, which may include the public equity market, private equity financing, collaborative arrangements, licensing arrangements, and/or public or private debt.
	Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants and dilution to stockholders. If we obtain additional funds through arrangements with collaborators or strategic partners, we may be required to relinquish our rights to certain technologies or products that we might otherwise seek to retain. Additional funding may not be available when needed or on terms acceptable to us. If we are unable to obtain additional capital, we may be required to delay, reduce the scope of or eliminate our sales and marketing and/or research and development activities.
	Basis of Presentation
	The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period.
	The unaudited consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The consolidated balance sheet at December 31, 2012 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012, included in our Annual Report on Form 10-K which was filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2013.
	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results.
	Significant Accounting and Reporting Policies
	We have made no significant changes in our critical accounting policies and significant estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Recent_Accounting_Pronouncemen

Recent Accounting Pronouncements	9 Months Ended
	Sep. 30, 2013
Recent Accounting Pronouncements [Abstract]	'
Recent Accounting Pronouncements	'
	2.   RECENT ACCOUNTING PRONOUNCEMENTS
	In February 2013, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) number 2013-02, Other Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income to improve the reporting of reclassifications out of accumulated other comprehensive income. ASU 2013-02 requires reporting the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items in net income. It is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2012. The adoption of this ASU does not affect the accompanying interim consolidated financial statements, but could require additional disclosure, if applicable, in future periods.
	In July 2013, the FASB issued ASU number 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists — a consensus of the FASB Emerging Issues Task Force. ASU 2013-11 generally requires, with some exceptions, an entity to present its unrecognized tax benefits as it relates to its net operating loss carryforwards, similar tax losses, or tax credit carryforwards, as a reduction of deferred tax assets when settlement in this regard is available under the tax law of the applicable taxing jurisdiction as of the balance sheet reporting date.  It is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. Retrospective application is permitted. We do not anticipate a material impact on our financial position, results of operations or cash flows as a result of this change.

Strategic_Alliance_And_Secured

Strategic Alliance And Secured Line Of Credit With Quest Diagnostics Incorporated	9 Months Ended
	Sep. 30, 2013
Strategic Alliance And Secured Line Of Credit With Quest Diagnostics Incorporated [Abstract]	'
Strategic Alliance And Secured Line Of Credit With Quest Diagnostics Incorporated	'
	3.   STRATEGIC ALLIANCE AND SECURED LINE OF CREDIT WITH QUEST DIAGNOSTICS INCORPORATED
	On July 22, 2005, we entered into a Strategic Alliance Agreement (as amended, the “Strategic Alliance Agreement”) with Quest Diagnostics Incorporated (“Quest Diagnostics”) to develop and commercialize up to three diagnostic tests from our product pipeline.  In connection with the Strategic Alliance Agreement, we entered into a Credit Agreement with Quest Diagnostics, pursuant to which Quest Diagnostics provided us with a $10,000,000 secured line of credit to be used to pay for certain costs and expenses related to activities under the Strategic Alliance agreement.  This line of credit was collateralized by certain of our intellectual property assets. Pursuant to the Strategic Alliance Agreement, Quest Diagnostics selected two diagnostic tests to be commercialized, a peripheral arterial disease diagnostic test (differentiated from our ongoing program) and OVA1. The Credit Agreement provided for the forgiveness of portions of the amounts borrowed under the secured line of credit upon the achievement of certain milestones related to the development, regulatory approval and commercialization of certain diagnostic tests. If not otherwise forgiven, the $10,000,000 principal amount outstanding under this secured line of credit became due and payable on October 7, 2012.
	We believe that, in September 2009, when the United States Food and Drug Administration (the “FDA”) cleared our application for a licensed laboratory test of OVA1 to be commercialized, we achieved a milestone under the Credit Agreement, resulting in a $1,000,000 reduction of the outstanding principal amount borrowed under the Credit Agreement.  However, Quest Diagnostics has disputed whether this milestone has been achieved.
	In September 2009, we achieved another milestone under the Credit Agreement, resulting in a $3,000,000 further reduction in the principal amount borrowed under the Credit Agreement.  Although we believed that, following this reduction, the principal balance under the line of credit was $6,000,000, we made monthly payments to Quest Diagnostics on the secured line of credit based on a principal balance of $7,000,000, resulting in a curtailment of the principal balance of $106,000. However, Quest Diagnostics has disputed that such additional principal curtailment was made.
	On October 12, 2012, we paid Quest Diagnostics approximately $5,894,000 of principal which we believe represented payment in full of all then outstanding principal under the secured line of credit. However, we continue to show the amount of the liability as $1,106,000 as of September 30, 2013 because Quest Diagnostics has disputed that the $1,000,000 milestone was met and the $106,000 principal curtailment was made.
	Unrelated to the debt dispute described above, on May 23, 2013, we sent Quest Diagnostics a notice of default under the Strategic Alliance Agreement relating to a number of its material violations, breaches and failures to perform under the Strategic Alliance Agreement. The Strategic Alliance Agreement states that if a party fails to cure material defaults within 90 days of the date of the notice of default, the other party has the right to terminate the Strategic Alliance Agreement.  Quest Diagnostics has disputed the effectiveness of our notice of default. On August 23, 2013, we sent Quest Diagnostics a notice of termination. Notwithstanding the termination, we agreed that Quest Diagnostics can continue to make OVA1 available to healthcare providers on the same financial terms following the termination while negotiating in good faith towards an alternative business structure. Prior to the termination, Quest Diagnostics had the non-exclusive right to commercialize OVA1 on a worldwide basis, with exclusive commercialization rights in the clinical reference lab marketplace in the United States, India, Mexico, and the United Kingdom through September 11, 2014, with the right to extend the exclusivity period for one additional year. Quest Diagnostics has disputed the effectiveness of our notice of termination.

Commitments_And_Contingencies

Commitments And Contingencies	9 Months Ended
	Sep. 30, 2013
Commitments And Contingencies [Abstract]	'
Commitments And Contingencies	'
	4.   COMMITMENT AND CONTINGENCIES
	We lease a facility located in Austin, Texas with an annual base rent of $57,000 and annual estimated common area charges, taxes and insurance of $37,000. This lease expires on May 31, 2014.
	Contingent Liabilities
	Robert Goggin and György Bessenyei Litigation
	On May 25, 2012, György B. Bessenyei and Robert S. Goggin, III, both stockholders of Vermillion and Mr. Goggin a Director of Vermillion since March 21, 2013, filed a verified complaint in the Delaware Court of Chancery (the “Court”) against Vermillion, each member of our Board of Directors at the time, and Gail S. Page, our former Chairman of the Board and Chief Executive Officer. The complaint was subsequently amended.   As amended, the complaint alleged that the Board of Directors and Ms. Page had breached their fiduciary duties by amending our bylaws to eliminate a seat on our Board of Directors formerly held by Ms. Page and that the Board of Directors’ actions were intended both to prevent Mr. Bessenyei’s and Mr. Goggin’s nominees from being able to be elected to the Board of Directors, and to entrench the Board of Directors’ current members.
	On November 16, 2012, the Court dismissed the lawsuit with prejudice. The plaintiffs filed a notice of appeal of that dismissal order on December 10, 2012, and argument was held on May 22, 2013. On May 24, 2013, the Delaware Supreme Court issued an order affirming the Court’s dismissal of the lawsuit with prejudice.  As a result of this order, there is no longer any pending litigation between Vermillion and Mr. Bessenyei or Mr. Goggin.
	In addition, from time to time, we are involved in legal proceedings and regulatory proceedings arising in the ordinary course of conducting our business. We establish reserves for specific liabilities that we deem to be probable and estimable. We are not currently a party to any proceeding, the adverse outcome of which would reasonably be expected to have a material adverse effect on our financial position or results of operations.

Stockholders_Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity [Abstract]	'
Stockholders' Equity	'
	5.   STOCKHOLDERS’ EQUITY
	Stock Purchase
	On May 13, 2013, we completed a private placement pursuant to which existing and new investors purchased 8,000,000 shares of our common stock at a price per share of $1.46. We also issued warrants to purchase shares of our common stock at a price per warrant share of $0.125 in the private placement. The proceeds of the private placement were $13,242,500 (net proceeds of approximately $11,751,000 after deducting offering expenses). The warrants are exercisable for 12,500,000 shares of common stock at $1.46 per share and expire on May 13, 2016.
	The purchase of common stock and warrants qualified for equity treatment under GAAP. The respective values of the warrants and common stock were calculated using their relative fair values and classified under common stock and additional paid in capital. The value ascribed to the warrants is $9,300,000 and for the common stock is $3,943,000.
	In connection with the private placement, the Company entered into a Stockholders Agreement with the purchasers named in that agreement. Pursuant to, and subject to the terms of, the Stockholders Agreement, certain of the investors received rights to participate in any future equity offerings on the same price and terms as other investors.  In addition, the Stockholders Agreement prohibits the Company from taking material actions without the consent of at least one of the two primary investors.  These material actions include:
	·	Making any acquisition with value greater than $2 million;
	·	Entering into, or amending the terms of agreements with Quest Diagnostics, provided that such investors’ consent shall not be unreasonably withheld, conditioned or delayed following good faith consultation with the Company;
	·	Submitting any resolution at a meeting of stockholders or in any other manner changing or authorizing a change in the size of the Board of Directors;
	·	Offering, selling or issuing any securities senior to Vermillion’s common stock or any securities that are convertible into or exchangeable or exercisable for securities ranking senior to Vermillion’s common stock;
	·	Amending Vermillion’s certificate of incorporation or by-laws in any manner that affects the rights, privileges or economics of Vermillion’s common stock or the warrants described above;
	·	Taking any action that would result in a change in control of Vermillion or an insolvency event;
	·	Paying or declaring dividends on any securities of the Company or distributing any assets of the Company other than in the ordinary course of business or repurchasing any outstanding securities of the Company; or
	·	Adopting or amending any shareholder rights plan.
	In addition, the two primary investors each received the right to designate a person to serve on our Board of Directors. These rights terminate for each stockholder when that stockholder ceases to beneficially own less than 50% of the shares and warrants (taking into account shares issued upon exercise of the warrants), in the aggregate, than were purchased at the closing of the private placement.
	Stock Option Exercises
	During the nine months ended September 30, 2013, options to purchase 271,348 shares of Vermillion common stock were exercised for total proceeds to Vermillion of $524,000.
	2010 Stock Incentive Plan
	The Company’s employees, directors, and consultants are eligible to receive awards under our 2010 Stock Incentive Plan (the “2010 Plan”). There were approximately 75,000 shares available for grant under the 2010 Plan at September 30, 2013.
	Employee Stock-Based Compensation
	On March 18, 2013, we granted 400,000 stock options with an exercise price of $1.22 per share to our President and Chief Executive Officer and on May 28, 2013, we granted 242,500 stock options with an exercise price of $3.37 per share to certain other officers and employees. These grants were made pursuant to the 2010 Plan and are subject to approval by our stockholders of an increase in the number of shares authorized under our 2010 Plan. The stock options vest in 48 equal monthly installments. Pursuant to Accounting Standards Codification 718, “Compensation – Stock Compensation,” there is no stock-based compensation expense recognized for these stock option grants until approval by our stockholders of an increase in the number of shares authorized under our 2010 Stock Incentive Plan.
	The allocation of employee stock-based compensation expense by functional area for the three and nine months ended September 30, 2013 and 2012 was as follows:
			Three Months Ended September 30,				Nine Months Ended September 30,
	(in thousands)		2013		2012		2013		2012
	Research and development		$	12	$	23	$	42	$	86
	Sales and marketing			32		55		118		148
	General and administrative			9		165		119		534
	Total		$	53	$	243	$	279	$	768

Loss_Per_Share

Loss Per Share	9 Months Ended
	Sep. 30, 2013
Loss Per Share [Abstract]	'
Loss Per Share	'
	6.   LOSS PER SHARE
	We calculate basic loss per share using the weighted average number of common shares outstanding during the period. Because we are in a net loss position, diluted loss per share is calculated using the weighted average number of common shares outstanding and excludes the effects of 13,330,302 and 1,167,109 potential common shares as of September 30, 2013 and 2012, respectively, that are antidilutive. Potential common shares include incremental shares of common stock issuable upon the exercise of outstanding warrants, stock options, and restricted stock awards.

Related_Party_Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2013
Related Party Transactions [Abstract]	'
Related Party Transactions	'
	7.   RELATED PARTY TRANSACTIONS
	Quest Diagnostics
	Quest Diagnostics is a stockholder and was the holder of our secured line of credit (see Note 3). Accounts receivable from Quest Diagnostics under the Strategic Alliance Agreement totaled $166,000 and $137,000 at September 30, 2013 and December 31, 2012, respectively.
	Consulting Agreement
	In June 2011, we entered into a consulting agreement with Bruce A. Huebner, a member of our Board of Directors.  Pursuant to the terms of the consulting agreement, Mr. Huebner provided consulting services regarding sales, marketing, business development and corporate strategy.  For the year ended December 31, 2012, the total amount of consulting fee expense for Mr. Huebner was $5,000. On November 27, 2012, we announced the appointment of Mr. Huebner as Interim Chief Executive Officer. Mr. Huebner served in this position until the appointment of Thomas McLain as President and Chief Executive officer on March 18, 2013.
	On March 18, 2013, we entered into a short term consulting agreement for transition services with Mr. Huebner (the “2013 Consulting Agreement”). Pursuant to the terms of the 2013 Consulting Agreement, Mr. Huebner assisted in the integration and transition of our new President and Chief Executive Officer. Mr. Huebner was paid $15,000 per month during the three month term of the Consulting Agreement, which expired in June 2013. Mr. Huebner was elected as Chairman of the Board of Directors, also on March 18, 2013.
	Stockholders Agreement
	On May 13, 2013, we completed a private placement pursuant to which existing and new investors purchased 8,000,000 shares of our common stock and warrants to purchase 12,500,000 shares of our common stock.  We entered into a Stockholders Agreement with the purchasers in the private placement.  See Note 5 for a description of certain terms of the Stockholders Agreement.

Recovered_Sheet1

Organization, Basis of Presentation And Significant Accounting And Reporting Policies (Policies)	9 Months Ended
	Sep. 30, 2013
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract]	'
Organization	'
	Organization
	Vermillion, Inc. (“Vermillion” and, together with its wholly-owned subsidiaries, “we” or the “Company”), develops and commercializes diagnostic tests in the fields of gynecologic oncology and women’s health. In March 2010, we commercially launched the OVA1® ovarian tumor triage test (“OVA1”). We distribute OVA1 through Quest Diagnostics Incorporated (“Quest Diagnostics”), a related party (see Note 3).
Liquidity	'
	Liquidity
	On May 13, 2013, we completed a private placement of 8,000,000 shares of our common stock for net proceeds of approximately $11,751,000.  We issued warrants to purchase 12,500,000 shares of our common stock in connection with this private placement. If these warrants are exercised, we would realize an additional $18,250,000 of net proceeds.
	We expect revenue relating to OVA1 to be our only material, recurring source of cash for the remainder of 2013 and for 2014.  Our ability to continue to meet our business objectives in the future is dependent upon, among other things, raising additional capital or generating sufficient revenue in excess of costs. Given these conditions, there is substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties.
	We may also seek to raise additional capital in the future through a variety of sources, which may include the public equity market, private equity financing, collaborative arrangements, licensing arrangements, and/or public or private debt.
	Any additional equity financing may be dilutive to stockholders, and debt financing, if available, may involve restrictive covenants and dilution to stockholders. If we obtain additional funds through arrangements with collaborators or strategic partners, we may be required to relinquish our rights to certain technologies or products that we might otherwise seek to retain. Additional funding may not be available when needed or on terms acceptable to us. If we are unable to obtain additional capital, we may be required to delay, reduce the scope of or eliminate our sales and marketing and/or research and development activities.
Basis of Presentation	'
	Basis of Presentation
	The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management of the Company, all adjustments, consisting of normal recurring adjustments necessary for the fair statement of results for the periods presented, have been included. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year or any other interim period.
	The unaudited consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The consolidated balance sheet at December 31, 2012 included in this report has been derived from the audited consolidated financial statements at that date but does not include all the information and footnotes required by GAAP. Accordingly, these unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012, included in our Annual Report on Form 10-K which was filed with the Securities and Exchange Commission (the “SEC”) on March 1, 2013.
	The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimated results.
Significant Accounting and Reporting Policies	'
	Significant Accounting and Reporting Policies
	We have made no significant changes in our critical accounting policies and significant estimates from those disclosed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012.

Stockholders_Equity_Tables

Stockholders' Equity (Tables)	9 Months Ended
	Sep. 30, 2013
Stockholders' Equity [Abstract]	'
Allocation of Stock-Based Compensation Expense by Functional Area	'
		Three Months Ended September 30,				Nine Months Ended September 30,
	(in thousands)	2013		2012		2013		2012
	Research and development	$	12	$	23	$	42	$	86
	Sales and marketing		32		55		118		148
	General and administrative		9		165		119		534
	Total	$	53	$	243	$	279	$	768

Organization_Basis_Of_Presenta1

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Details) (USD $)	1 Months Ended	9 Months Ended
	31-May-13	Sep. 30, 2013
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]	'	'
Shares of our common stock issued in private placement	8,000,000	'
Proceeds from issuance of private placement	$11,751,000	$11,751,000
Warrants issued in connection with private placement	12,500,000	'
Forecast [Member]	'	'
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]	'	'
Proceeds from warrants issue in connection with private placement	$18,250,000	'

Strategic_Alliance_And_Secured1

Strategic Alliance And Secured Line Of Credit With Quest Diagnostics Incorporated (Details) (USD $)	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2009	Sep. 30, 2013	Sep. 30, 2009	Sep. 30, 2013	Oct. 12, 2012	Jul. 22, 2005	Sep. 30, 2013
			Quest Diagnostic Has Disputed That The Milestone Was Met And The Principal Curtailment Has Been Made [Member]	Quest Diagnostic Has Disputed That The Milestone Was Met And The Principal Curtailment Has Been Made [Member]	Quest Diagnostics [Member]	Quest Diagnostics [Member]	Quest Diagnostics [Member]	Quest Diagnostics [Member]	Quest Diagnostics [Member]
						item			Selected To Commercialize [Member]
									item
Line of Credit Facility [Line Items]	'	'	'	'	'	'	'	'	'
Quest Diagnostics provided secured line of credit	'	'	'	'	'	'	'	$10,000,000	'
Number of diagnostics tests	'	'	'	'	'	3	'	'	2
Line of Credit Facility Additional Reduction In Outstanding Principal Balance	'	'	'	'	'	1,000,000	'	'	'
Line of Credit, reduction in principal amount	'	'	'	'	3,000,000	'	'	'	'
Outstanding principal balance of secured line of credit after additional reduction	'	'	'	'	6,000,000	'	'	'	'
Discussions with quest diagnostics in regard of achievement of additional amount	'	'	'	1,000,000	'	'	'	'	'
Line of Credit, outstanding principal balance	'	'	'	'	7,000,000	'	'	'	'
Payments made in excess of interest towards principal	'	'	106,000	'	'	'	'	'	'
Secured line of credit principal paid	'	'	'	'	'	'	5,894,000	'	'
Secured line of credit, liability	$1,106,000	$1,106,000	'	'	'	'	'	'	'

Commitments_And_Contingencies_

Commitments And Contingencies (Details) (USD $)	9 Months Ended
	Sep. 30, 2013
Commitments And Contingencies [Abstract]	'
Annual base rent	$57,000
Annual estimated common area charges, taxes and insurance	$37,000
Lease expiration date	31-May-14

Stockholders_Equity_Narrative_

Stockholders' Equity (Narrative) (Details) (USD $)

1 Months Ended

9 Months Ended

9 Months Ended

1 Months Ended

9 Months Ended

31-May-13

Sep. 30, 2013

Sep. 30, 2012

13-May-13

Dec. 31, 2012

Sep. 30, 2013

Sep. 30, 2013

Sep. 30, 2013

Mar. 31, 2013

31-May-13

Sep. 30, 2013

Sep. 30, 2013

item

Private Placement [Member]

2010 Stock Incentive Plan [Member]

2010 Stock Option Plan [Member]

2010 Stock Option Plan [Member]

2010 Stock Option Plan [Member]

Maximum [Member]

Minimum [Member]

President and Chief Executive Officer [Member]

Other Officers And Employees [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

'

'

'

'

'

'

'

'

'

'

'

'

Shares of our common stock issued in private placement

8,000,000

'

'

'

'

'

'

'

'

'

'

'

Sale of stock, price per share

'

'

'

$1.46

'

'

'

'

'

'

'

'

Warrants issued in connection with private placement

12,500,000

'

'

'

'

'

'

'

'

'

'

'

Sale of warrants, Price per warrant

'

'

'

$0.13

'

'

'

'

'

'

'

'

Gross proceeds from issuance of private placement

$13,242,500

'

'

'

'

'

'

'

'

'

'

'

Proceeds from issuance of private placement

11,751,000

11,751,000

'

'

'

'

'

'

'

'

'

'

Exercise price of warrants

'

1.46

'

'

'

'

'

'

'

'

'

'

Expiration date of warrants

'

13-May-16

'

'

'

'

'

'

'

'

'

'

Stock options exercised

'

271,348

'

'

'

'

'

'

'

'

'

'

Proceeds from issuance of common stock from exercise of stock options

'

524,000

6,000

'

'

'

'

'

'

'

'

'

Value of warrants

'

9,300,000

'

'

'

'

'

'

'

'

'

'

Common stock value

'

23,000

'

'

15,000

3,943,000

'

'

'

'

'

'

Prohibited amount of any acquisition

'

'

'

'

'

'

'

'

'

'

2,000,000

'

Shares available for grant

'

'

'

'

'

'

75,000

'

'

'

'

'

Stock options granted

'

'

'

'

'

'

'

'

400,000

242,500

'

'

Stock options granted, average exercise price

'

'

'

'

'

'

'

'

$1.22

$3.37

'

'

Stock options vesting period

'

'

'

'

'

'

'

'48 months

'

'

'

'

Stock-based compensation expense

'

'

'

'

'

'

$0

'

'

'

'

'

Number of primary investors

'

2

'

'

'

'

'

'

'

'

'

'

Ownership percentage of shares and warrants for rights to designate Board of Director

'

'

'

'

'

'

'

'

'

'

'

50.00%

Stockholders_Equity_Allocation

Stockholders' Equity (Allocation of Employee Stock-Based Compensation Expense By Functional Area) (Details) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Research And Development [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	$12,000	$25,000	$44,000	$99,000
Sales And Marketing [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	32,000	55,000	118,000	148,000
General And Administrative [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	22,000	168,000	143,000	552,000
Employee Stock-Based Compensation [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	53,000	243,000	279,000	768,000
Employee Stock-Based Compensation [Member] | Research And Development [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	12,000	23,000	42,000	86,000
Employee Stock-Based Compensation [Member] | Sales And Marketing [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	32,000	55,000	118,000	148,000
Employee Stock-Based Compensation [Member] | General And Administrative [Member]	'	'	'	'
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]	'	'	'	'
Stock-based compensation expense	$9,000	$165,000	$119,000	$534,000

Loss_Per_Share_Details

Loss Per Share (Details)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Loss Per Share [Abstract]	'	'
Antidilutive securities excluded from computation of earnings per share	13,330,302	1,167,109

Related_Party_Transactions_Det

Related Party Transactions (Details) (USD $)	1 Months Ended			9 Months Ended	12 Months Ended	3 Months Ended	9 Months Ended
	31-May-13	Sep. 30, 2013	Dec. 31, 2012	Sep. 30, 2013	Dec. 31, 2012	Jun. 30, 2013	Sep. 30, 2013
		Quest Diagnostics [Member]	Quest Diagnostics [Member]	Chief Executive Officer and Director [Member]	Chief Executive Officer and Director [Member]	Former President And Chief Executive Officer [Member]	Former President And Chief Executive Officer [Member]
Transactions with Third Party [Line Items]	'	'	'	'	'	'	'
Accounts receivable from related party	'	$166,000	$137,000	'	'	'	'
Consultation agreement, entry date	'	'	'	'June 2011	'	'	'March 2013
Consulting agreement fee per month	'	'	'	'	'	15,000	'
Consulting service expenses	'	'	'	'	$5,000	'	'
Shares of our common stock issued in private placement	8,000,000	'	'	'	'	'	'
Warrants issued in connection with private placement	12,500,000	'	'	'	'	'	'