Aspira Women's Health (AWH) 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 30, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Registrant Name	VERMILLION, INC.
Entity Central Index Key	926,617
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		52,116,600

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 13,067	$ 18,642
Accounts receivable	117	87
Prepaid expenses and other current assets	676	550
Inventories	71	87
Total current assets	13,931	19,366
Property and equipment, net	1,933	1,504
Other Assets	8	90
Total assets	15,872	20,960
Current liabilities:
Accounts payable	672	988
Accrued liabilities	2,112	2,208
Other Current Liabilities	156	155
Total current liabilities	2,940	3,351
Lease obligation - long term	55	63
Total liabilities	$ 2,995	$ 3,414
Commitments and contingencies (Note 3)
Stockholders' equity:
Common stock, $0.001 par value, 150,000,000 shares authorized at March 31, and December 31, 2015; 52,116,600 and 52,113,059 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively	$ 52	$ 52
Additional paid-in capital	388,310	388,082
Accumulated deficit	(375,485)	(370,588)
Total stockholders' equity	12,877	17,546
Total liabilities and stockholders' equity	$ 15,872	$ 20,960

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Condensed Consolidated Balance Sheets [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	52,116,600	52,113,059
Common stock, shares outstanding	52,116,600	52,113,059

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2016	Mar. 31, 2015
Revenue:
Product		$ 505	$ 635
License			316
Total revenue		505	951
Cost of revenue:
Product	[1]	528	491
Gross profit (loss)		(23)	460
Operating expenses:
Research and development	[2]	934	1,105
Sales and marketing	[3]	2,280	2,217
General and administrative	[4]	1,659	1,400
Total operating expenses		4,873	4,722
Loss from operations		(4,896)	(4,262)
Interest income		3	9
Other income (expense), net		(4)	116
Net loss		$ (4,897)	$ (4,137)
Net loss per share - basic and diluted		$ (0.09)	$ (0.10)
Weighted average common shares used to compute basic and diluted net loss per common share		52,113,137	43,115,790
[1]	(1) Cost of revenue$ 24$ 9
[2]	(2) Research and development 31 31
[3]	(3) Sales and marketing 42 37
[4]	(4) General and administrative 126 88

Condensed Consolidated Stateme5

Condensed Consolidated Statements Of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cost Of Revenue [Member]
Stock-based compensation expense	$ 24	$ 9
Research And Development [Member]
Stock-based compensation expense	31	31
Sales And Marketing [Member]
Stock-based compensation expense	42	37
General And Administrative [Member]
Stock-based compensation expense	$ 126	$ 88

Condensed Consolidated Stateme6

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Net loss	$ (4,897)	$ (4,137)
Adjustments to reconcile net loss to net cash used in operating activities:
Gain on extinguishment of debt		(78)
Non-cash license revenue		(316)
Depreciation and amortization	147	53
Stock-based compensation expense	223	165
Loss on sale and disposal of property and equipment	3
Changes in operating assets and liabilities:
Accounts receivable	(30)	7
Prepaid expenses and other assets	(44)	(248)
Inventories	16
Accounts payable, accrued liabilities and other liabilities	(413)	202
Deferred revenue		(173)
Net cash used in operating activities	(4,995)	(4,525)
Cash flows from investing activities:
Purchase of property and equipment	(578)	(37)
Net cash used in investing activities	(578)	(37)
Cash flows from financing activities:
Repayment of capital lease obligations	(7)
Issuance costs related to 2014 private placement		(93)
Repayment of short-term debt		(1,069)
Proceeds from issuance of common stock from exercise of stock options	5
Net cash used in financing activities	(2)	(1,162)
Net decrease in cash and cash equivalents	(5,575)	(5,724)
Cash and cash equivalents, beginning of year	18,642	22,965
Cash and cash equivalents, end of year	13,067	$ 17,241
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$ (3)

Organization, Basis Of Presenta

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies	3 Months Ended
	Mar. 31, 2016
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”; Vermillion and its wholly-owned subsidiaries are collectively referred to as the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company sells OVA1™ risk of malignancy test for ovarian cancer (“OVA1”). Until August 10, 2015, the Company distributed OVA1 through Quest Diagnostics Incorporated (“Quest Diagnostics”) (see Note 2 ). Since August 10, 2015, the Company has distributed all but a nominal number of OVA1 tests through Vermillion’s wholly-owned Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified clinical laboratory, ASPiRA LABS, Inc. (“ASPiRA LABS”), which opened in June 2014. The Company also plans to offer in-vitro diagnostic (“IVD”) trial services to third-party customers through its wholly-owned subsidiary, ASPiRA IVD, Inc. (“ASPiRA IVD”), which was formed in April 2016. The Company plans for ASPiRA IVD to be a specialized laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. The Company’s goal is to build ASPiRA IVD around a core of laboratory expertise and a United States Food and Drug Administration (“FDA”)-compliant quality system, with an emphasis on delivering accurate and reliable results to its third-party customers suitable for FDA submission. Going Concern The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $375,485,000 at March 31, 2016. The Company expects to incur a net loss and negative cash flows from operations in 2016 and the foreseeable future. The Company’s management believes that successful achievement of the Company’s business objectives will require additional financing. Given these conditions, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. The Company expects to raise capital 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. However, additional funding may not be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital, it may not be able to continue sales and marketing, research and development, or other operations on the scope or scale of current activity and that could have a material adverse effect on its business, results of operations and financial condition. As discussed in Note 3, on March 22, 2016, the Company entered into an agreement (the “Loan Agreement”) pursuant to which it may borrow up to $4,000,000 from the State of Connecticut Department of Economic and Community Development (the “DECD”). An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The Loan Agreement provides that the remaining $2,000,000 will be disbursed if and when the Company achieves certain future milestones.  Basis of Presentation The accompanying unaudited condensed 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 Article 8-03 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 condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The condensed consolidated balance sheet at December 31, 2015 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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in Vermillion’s Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on March 30, 2016 (the “2015 Annual Report”). 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 Revenue Recognition The Company has adopted ASC 954-605, Health Care Entities—Revenue Recognition as revenue from laboratory services has become more significant to the C ompany . The Company's revenue is generated by performing diagnostic services using its OVA1 test , and the service is completed upon the delivery of test results to the prescribing physician. The Company recognizes revenue related to billings for Medicare and commercial payers on an accrual basis, net of contractual and other adjustments, when amounts that will ultimately be realized can be estimated. Until a contract has been negotiated with a commercial payer or governmental program, the OVA1 test may or may not be covered by these entities' existing reimbursement policies. In addition, patients do not enter into direct agreements with the Company that commit them to pay any portion of the cost of the tests in the event that their insurance declines to reimburse the Company. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment from the patient, the related revenue is only recognized upon cash receipt. E stimates of amounts that the Company will ultimately realize require significant judgment by management. Some patients have out-of-pocket costs for amounts not covered by their insurance carrier, and the Company may bill the patient directly for these amounts in the form of co-payments and co-insurance in accordance with the patient’s health plan. Some payers may not cover the OVA1 test as ordered by the prescribing physician under their reimbursement policies. The Company pursues reimbursement from such patients on a case-by-case basis. In the absence of contracted reimbursement coverage or the ability to estimate the amount that will ultimately be realized for the Company's services, revenue is recognized when cash is received. Revenue recognized when cash is received and on an accrual basis for the three months ended March 31, 2016 and 2015 was as follows:    Three Months Ended March 31,  (in thousands) 2016 2015  Revenue recognized from Quest Diagnostics $ - $ 609  Revenue recognized when cash is received 341 26  Revenue recognized on an accrual basis 164 -  Total $ 505 $ 635  The Company has made no other significant changes in its critical accounting policies and estimates from those disclosed in the 2015 Annual Report .

Agreements With Quest Diagnosti

Agreements With Quest Diagnostics Incorporated	3 Months Ended
	Mar. 31, 2016
Agreements With Quest Diagnostics Incorporated [Abstract]
Agreements With Quest Diagnostics Incorporated	 2. AGREEMENTS WITH QUEST DIAGNOSTICS INCORPORATED In July 2005, the Company entered into a Strategic Alliance Agreement (as amended, the “Strategic Alliance Agreement”) with Quest Diagnostics to develop and commercialize up to three diagnostic tests from the Company’s product pipeline. In connection with the Strategic Alliance Agreement, the Company entered into a credit agreement with Quest Diagnostics, pursuant to which Quest Diagnostics provided the Company 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 the Company’s intellectual property assets. 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. Through December 31, 2014, the entire loan was either repaid or forgiven except for $1,106,000 which was in dispute. The dispute regarding the balance of the loan was resolved on March 11, 2015 for a payment to Quest Diagnostics totaling $1,069,000 . As a result of this settlement, the Company recognized one-time items during the year ended December 31, 2015, including product revenue of $163,000 , license revenue of $202,000 , gain on extinguishment of debt of $37,000 and reversal of other liabilities totaling $41,000 . Unrelated to the debt dispute described above, in August 2013, the Company sent Quest Diagnostics a notice of termination of the Strategic Alliance Agreement. Notwithstanding the termination, the Company agreed that Quest Diagnostics could 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. Quest Diagnostics disputed the effectiveness of the termination. 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 laboratory marketplace in the United States, India, Mexico, and the United Kingdom through September 2014, with the right to extend the exclusivity period for one additional year. On March 11, 2015, the Company reached a settlement agreement with Quest Diagnostics that terminated all disputes related to the Strategic Alliance Agreement and the Company’s prior loan agreement with Quest Diagnostics. The Company also entered into a new commercial agreement with Quest Diagnostics. Pursuant to this agreement, all OVA1 U.S. testing services for Quest Diagnostics customers were transferred to Vermillion’s wholly-owned subsidiary, ASPiRA LABS, as of August 10, 2015, with the exception of a nominal number of OVA1 tests distributed through Quest Diagnostics after that date. Quest Diagnostics is continuing to provide blood draw and logistics support by transporting specimens from its clients to ASPiRA LABS for testing through at least March 11, 2017 in exchange for a market value fee. Per the terms of the new commercial agreement, the Company will not offer to existing or future Quest Diagnostics customers CA 125-II or other tests that Quest Diagnostics offers. On June 17, 2015, the Company entered into a Share Repurchase Agreement (the “Share Repurchase Agreement”) with Quest Diagnostics. Pursuant to the Share Repurchase Agreement, the Company purchased from Quest Diagnostics 860,595 shares of Vermillion common stock for a total purchase price of $1,290,892 , or $1.50 per share. The price per share was agreed to in principle in March 2015 and based upon a simple average of the closing prices per share of Vermillion common stock for a trailing 60-day period at that time. This price was then reduced by a negotiated discount. Subsequently, the common stock repurchased from Quest Diagnostics was retired.

Commitments And Contingencies

Commitments And Contingencies	3 Months Ended
	Mar. 31, 2016
Commitments And Contingencies [Abstract]
Commitments And Contingencies	3. COMMITMENT AND CONTINGENCIES Development Loan On March 22, 2016, the Company entered into the Loan Agreement, pursuant to which the Company may borrow up to $4,000,000 from the DECD. Proceeds from the loan are to be utilized primarily to fund the build-out, information technology infrastructure and other costs related to the Company’s Trumbull, Connecticut facility and operations. The loan bears interest at a fixed rate of 2.0% per annum and requires equal monthly payments of principal and interest until maturity, which occurs on April 15, 2026 . As security for the loan, the Company has granted the DECD a blanket security interest in the Company’s personal and intellectual property. The DECD’s security interest in the Company’s intellectual property may be subordinated to a qualified institutional lender. Under the terms of the Loan Agreement, the Company may be eligible for forgiveness of up to $2,000,000 of the principal amount of the loan if the Company achieves certain job creation and retention milestones by March 1, 2018. If the Company is unable to meet these job creation milestones within the allotted timeframe or does not maintain the Company’s Connecticut operations for a period of 10 years, the DECD may require early repayment of a portion or all of the loan depending on job attainment as compared to the required amount. A n initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement . The Loan Agreement provides that the remaining $2,000,000 will be disbursed if and when the Company achieves certain future milestones. The loan may be prepaid at any time without premium or penalty .  Operating Leases The Company leases facilities to support its business of discovering, developing and commercializing diagnostic tests in the fields of gynecologic disease, including its principal facility and CLIA laboratory located in Austin, Texas. As of March 31, 201 6 there were two Austin, Texas leases which included an aggregate annual base rent of $115,000 and annual estimated common area charges, taxes and insurance of $58,000 . The lease which includes the CLIA laboratory expires on May 31, 2017 and an additional lease is month to month and requires 90 days’ notice to cancel. In October 2015, the Company entered a lease agreement for a facility in Trumbull, Connecticut. The lease required initial payments for the buildout of leasehold improvements to the office space, which were approximately $596,000 . The term of the lease is five years beginning after the initial date of occupancy o n January 8, 2016 and a rent abatement period of five months. The lease includes an aggregate annual base rent of $32,000 and annual estimated common area charges, taxes and insurance of $91,000 . Rental expense under operating leases for the three months ended March 31, 201 6 and 201 5 totaled $51,000 and $42,000 , respectively. Capital Lease In April 2015, the Company agreed to lease two laboratory instruments for a total initial payment of $250,000 and ongoing payments of approximately $7,000 per month for 36 months after delivery. The agreement also requires minimum annual purchases of reagents from the manufacturer of the equipment. As of March 31, 201 6 , one instrument has been delivered and placed into service. The accumulated amortization of assets under capital lease obligations was $58,000 and the net book value of assets under capital lease obligations was $174,000 as of March 31, 201 6 . There were no assets under capital lease obligations as of March 31, 201 5 . Non-cancelable Royalty Obligations The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine (“JHU”) under which the Company licenses certain of its intellectual property . Under the terms of the amended research collaboration agreement, Vermillion is required to pay the greater of 4% royalties on net sales of diagnostic tests using the assigned patents or annual minimum royalties of $57,500 . Royalty expense for the three months ended March 31, 201 6 and 201 5 tota l led $20,000 and $25,000 , respectively.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity [Abstract]
Stockholders' Equity	4. STOCKHOLDERS’ EQUITY 2010 Stock Incentive Plan The Company’s employees, directors, and consultants are eligible to receive awards under the Vermillion, Inc. Second Amended and Restated 2010 Stock Incentive Plan (the “2010 Plan”). The 2010 Plan permits the granting of a variety of awards, including stock options, share appreciation rights, restricted shares, restricted share units, unrestricted shares, deferred share units, performance and cash-settled awards, and dividend equivalent rights. The 2010 Plan provides for issuance of up to 8,122,983 shares of Vermillion common stock, subject to adjustment as provided in the 2010 Plan. Stock-Based Compensation During the three months ended March 31, 2016, the Company awarded to Vermillion’s non-employee directors 211,000 shares of restricted stock under the 2010 Plan having a fair value of approximately $332,000 as payment for services to be rendered in 2016. These shares of restricted stock will vest 50% on June 1, 2016 and 25% on each of September 1, 2016 and December 1, 2016. The Company also granted certain consultants options to purchase 100,000 shares of Vermillion common stock with an exercise price of $1.64 per share. 50,000 of these stock options vest 25% on each of the four anniversaries of the grant date, and the remaining 50,000 of these stock options have performance-based vesting based on certain metrics through December 31, 2016. The Company also granted certain employees retention options to purchase 35,000 shares of Vermillion common stock with an exercise price of $1.64 per share and retention options to purchase 73,000 shares of Vermillion common stock with an exercise price of $1.37 per share, each of which vest one year from the grant date. The Company also granted certain officers and employees options to purchase approximately 886,000 shares of Vermillion common stock with an exercise price of $1.57 per share. All but 4,000 of these stock options vest 25% on each of the four anniversaries of the grant date. The remaining 4,000 stock options vest fully on February 5, 2017. In addition, during the three months ended March 31, 2016 the Company granted certain officers and employees options to purchase 250,000 shares of Vermillion common stock with an exercise price of approximately $1.57 per share with performance-based vesting based on certain metrics through December 31, 2016. The allocation of employee stock-based compensation expense by functional area for the three months ended March 3 1 , 201 6 and 201 5 was as follows:   Three Months Ended March 31,  (in thousands) 2016 2015  Cost of revenue $ 24 $ 9  Research and development 31 31  Sales and marketing 42 37  General and administrative 105 88  Total $ 202 $ 165 

Loss Per Share

Loss Per Share	3 Months Ended
	Mar. 31, 2016
Loss Per Share [Abstract]
Loss Per Share	 5 . LOSS PER SHARE The Company calculates basic loss per share using the weighted average number of common shares outstanding during the period. Because the Company is in a net loss position, diluted loss per share is calculated using the weighted average number of shares of common stock outstanding and excludes the effects of 8,709,504 and 7,040,587 potential shares of common stock as of March 31, 2016 and 2015, respectively, that are anti-dilutive. Potential shares of common stock include incremental shares of common stock issu able upon the exercise of outstanding warrants, stock options and unvested restricted stock units.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	6. Related Party Transaction On January 18, 2016, the Company entered into a consulting agreement with David Schreiber, a member of Vermillion’s Board of Directors. Pursuant to the terms of the consulting agreement, Mr. Schreiber provide d consulting services regarding business strategies and operational plans and was paid $375 per hour, with a minimum payment of $51,750 for the period up to the expiration of the agreement on March 31, 2016. As of March 31, 2016, t he Company had paid Mr. Schreiber $13,000, and an additional $39,000 was payable to him under such agreement.

Organization, Basis Of Presen13

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Policy)	3 Months Ended
	Mar. 31, 2016
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract]
Organization	Organization Vermillion, Inc. (“Vermillion”; Vermillion and its wholly-owned subsidiaries are collectively referred to as the “Company”) is incorporated in the state of Delaware, and is engaged in the business of developing and commercializing diagnostic tests for gynecologic disease. The Company sells OVA1™ risk of malignancy test for ovarian cancer (“OVA1”). Until August 10, 2015, the Company distributed OVA1 through Quest Diagnostics Incorporated (“Quest Diagnostics”) (see Note 2 ). Since August 10, 2015, the Company has distributed all but a nominal number of OVA1 tests through Vermillion’s wholly-owned Clinical Laboratory Improvement Amendments of 1988 (“CLIA”) certified clinical laboratory, ASPiRA LABS, Inc. (“ASPiRA LABS”), which opened in June 2014. The Company also plans to offer in-vitro diagnostic (“IVD”) trial services to third-party customers through its wholly-owned subsidiary, ASPiRA IVD, Inc. (“ASPiRA IVD”), which was formed in April 2016. The Company plans for ASPiRA IVD to be a specialized laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. The Company’s goal is to build ASPiRA IVD around a core of laboratory expertise and a United States Food and Drug Administration (“FDA”)-compliant quality system, with an emphasis on delivering accurate and reliable results to its third-party customers suitable for FDA submission.
Going Concern	Going Concern The Company has incurred significant net losses and negative cash flows from operations since inception, and as a result has an accumulated deficit of approximately $375,485,000 at March 31, 2016. The Company expects to incur a net loss and negative cash flows from operations in 2016 and the foreseeable future. The Company’s management believes that successful achievement of the Company’s business objectives will require additional financing. Given these conditions, there is substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements have been prepared on a going concern basis and do not include any adjustments that might result from these uncertainties. The Company expects to raise capital 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. However, additional funding may not be available when needed or on terms acceptable to the Company. If the Company is unable to obtain additional capital, it may not be able to continue sales and marketing, research and development, or other operations on the scope or scale of current activity and that could have a material adverse effect on its business, results of operations and financial condition. As discussed in Note 3, on March 22, 2016, the Company entered into an agreement (the “Loan Agreement”) pursuant to which it may borrow up to $4,000,000 from the State of Connecticut Department of Economic and Community Development (the “DECD”). An initial disbursement of $2,000,000 was made to the Company on April 15, 2016 under the Loan Agreement. The Loan Agreement provides that the remaining $2,000,000 will be disbursed if and when the Company achieves certain future milestones. 
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed 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 Article 8-03 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 condensed consolidated financial statements and related disclosures have been prepared with the presumption that users of the interim unaudited condensed consolidated financial statements have read or have access to the audited consolidated financial statements for the preceding fiscal year. The condensed consolidated balance sheet at December 31, 2015 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 condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2015, included in Vermillion’s Annual Report on Form 10-K which was filed with the Securities and Exchange Commission on March 30, 2016 (the “2015 Annual Report”). 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 Revenue Recognition The Company has adopted ASC 954-605, Health Care Entities—Revenue Recognition as revenue from laboratory services has become more significant to the C ompany . The Company's revenue is generated by performing diagnostic services using its OVA1 test , and the service is completed upon the delivery of test results to the prescribing physician. The Company recognizes revenue related to billings for Medicare and commercial payers on an accrual basis, net of contractual and other adjustments, when amounts that will ultimately be realized can be estimated. Until a contract has been negotiated with a commercial payer or governmental program, the OVA1 test may or may not be covered by these entities' existing reimbursement policies. In addition, patients do not enter into direct agreements with the Company that commit them to pay any portion of the cost of the tests in the event that their insurance declines to reimburse the Company. In the absence of an agreement with the patient or other clearly enforceable legal right to demand payment from the patient, the related revenue is only recognized upon cash receipt. E stimates of amounts that the Company will ultimately realize require significant judgment by management. Some patients have out-of-pocket costs for amounts not covered by their insurance carrier, and the Company may bill the patient directly for these amounts in the form of co-payments and co-insurance in accordance with the patient’s health plan. Some payers may not cover the OVA1 test as ordered by the prescribing physician under their reimbursement policies. The Company pursues reimbursement from such patients on a case-by-case basis. In the absence of contracted reimbursement coverage or the ability to estimate the amount that will ultimately be realized for the Company's services, revenue is recognized when cash is received. Revenue recognized when cash is received and on an accrual basis for the three months ended March 31, 2016 and 2015 was as follows:    Three Months Ended March 31,  (in thousands) 2016 2015  Revenue recognized from Quest Diagnostics $ - $ 609  Revenue recognized when cash is received 341 26  Revenue recognized on an accrual basis 164 -  Total $ 505 $ 635  The Company has made no other significant changes in its critical accounting policies and estimates from those disclosed in the 2015 Annual Report .

Organization, Basis Of Presen14

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Tables)	3 Months Ended
	Mar. 31, 2016
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract]
Schedule Of Revenue Recognition	  Three Months Ended March 31,  (in thousands) 2016 2015  Revenue recognized from Quest Diagnostics $ - $ 609  Revenue recognized when cash is received 341 26  Revenue recognized on an accrual basis 164 -  Total $ 505 $ 635 

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity [Abstract]
Allocation of Stock-Based Compensation Expense by Functional Area	  Three Months Ended March 31,  (in thousands) 2016 2015  Cost of revenue $ 24 $ 9  Research and development 31 31  Sales and marketing 42 37  General and administrative 105 88  Total $ 202 $ 165 

Organization, Basis Of Presen16

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Narrative) (Details) - USD ($)	Apr. 15, 2016	Mar. 31, 2016	Mar. 22, 2016	Dec. 31, 2015
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit		$ (375,485,000)		$ (370,588,000)
DECD [Member]
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Total borrowing amount			$ 4,000,000
Remaining loan amount			$ 2,000,000
DECD [Member] | Subsequent Event [Member]
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Initial proceeds from loan	$ 2,000,000

Organization, Basis Of Presen17

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Schedule Of Revenue Recognition) (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Schedule Of Revenue Recognition [Line Items]
Revenue recognized	$ 505,000	$ 635,000
Strategic Alliance Agreement [Member]
Schedule Of Revenue Recognition [Line Items]
Revenue recognized	505,000	635,000
Strategic Alliance Agreement [Member] | Revenue, Recognized When Cash Received [Member]
Schedule Of Revenue Recognition [Line Items]
Revenue recognized	341,000	26,000
Strategic Alliance Agreement [Member] | Revenue, Recognized On Accrual Basis [Member]
Schedule Of Revenue Recognition [Line Items]
Revenue recognized	$ 164,000
Quest Diagnostics [Member]
Schedule Of Revenue Recognition [Line Items]
Revenue recognized			$ 163,000
Quest Diagnostics [Member] | Strategic Alliance Agreement [Member]
Schedule Of Revenue Recognition [Line Items]
Revenue recognized		$ 609,000

Agreements With Quest Diagnos18

Agreements With Quest Diagnostics Incorporated (Details) - USD ($)	Jun. 17, 2015	Mar. 11, 2015	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Repayment of short-term debt				$ 1,069,000
Product			$ 505,000	635,000
License				316,000
Gain on extinguishment of debt				$ 78,000
Shares acquired	860,595
Total purchase price of shares acquired	$ 1,290,892
Shares acquired, price per share	$ 1.50
Quest Diagnostics [Member]
Line of Credit Facility [Line Items]
Quest Diagnostics provided secured line of credit			$ 10,000,000
Secured line of credit, liability						$ 1,106,000
Repayment of short-term debt		$ 1,069,000
Product					$ 163,000
License					202,000
Gain on extinguishment of debt					37,000
Decrease to other current liabilities					$ 41,000

Commitments And Contingencies (

Commitments And Contingencies (Details)	Apr. 15, 2016USD ($)	Mar. 22, 2016USD ($)	Oct. 31, 2015USD ($)	Apr. 30, 2015USD ($)item	Mar. 31, 2016USD ($)item	Mar. 31, 2015USD ($)	Dec. 31, 2015USD ($)
Commitments And Contingencies [Line Items]
Operating leases rental expense					$ 51,000	$ 42,000
Net book value					$ 1,933,000		$ 1,504,000
Percent of royalty paid					4.00%
Minimum royalty payment					$ 57,500
Royalty expense					$ 20,000	25,000
Austin, Texas facility [Member]
Commitments And Contingencies [Line Items]
Number of lease agreements | item					2
Annual base rent					$ 115,000
Annual estimated common area charges, taxes and insurance					$ 58,000
Lease expiration date					May 31, 2017
Lease cancellation notice period					90 days
Trumbull, Connecticut Facility [Member]
Commitments And Contingencies [Line Items]
Annual base rent			$ 32,000
Annual estimated common area charges, taxes and insurance			91,000
Leasehold improvements			$ 596,000
Lease term					5 years
Rent abatement period					5 months
DECD [Member]
Commitments And Contingencies [Line Items]
Total borrowing amount		$ 4,000,000
Fixed rate per annum		2.00%
Maturity date		Apr. 15, 2026
Amount eligible for forgiveness		$ 2,000,000
Debt, maturity term					10 years
Remaining loan amount		$ 2,000,000
DECD [Member] | Subsequent Event [Member]
Commitments And Contingencies [Line Items]
Initial proceeds from loan	$ 2,000,000
Assets Under Capital Leases [Member]
Commitments And Contingencies [Line Items]
Number of purchased laboratory instruments | item				2
Initial payment of laboratory equipment				$ 250,000
Monthly payment for acquisition for equipment				$ 7,000
Number of payments for purchase production of assets					36 months
Laboratory instruments delivered and placed into service | item					1
Accumulated amortization					$ 58,000
Net book value					$ 174,000
Capital lease obligations						$ 0

Stockholders' Equity (Narrative

Stockholders' Equity (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares issued	52,116,600	52,113,059
Price per share	$ 0.001	$ 0.001
Common stock, par value	$ 0.001	$ 0.001
2010 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant	8,122,983
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted shares awarded	211,000
Fair value of restricted shares awarded	$ 332,000
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock | June 1, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	50.00%
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock | September 1, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
2010 Stock Incentive Plan [Member] | Non-Employee Directors [Member] | Restricted Stock | December 1, 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	100,000
Stock options granted, average exercise price	$ 1.64
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | Stock Option [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
2010 Stock Incentive Plan [Member] | Certain Consultants [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	50,000
Stock options nonvested	50,000
2010 Stock Incentive Plan [Member] | Certain Employees [Member] | $1.64 [Member] | Retention Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	35,000
Stock options granted, average exercise price	$ 1.64
2010 Stock Incentive Plan [Member] | Certain Employees [Member] | $1.37 [Member] | Retention Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	73,000
Stock options granted, average exercise price	$ 1.37
Stock options vesting period	1 year
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	886,000
Stock options granted, average exercise price	$ 1.57
Stock options nonvested	4,000
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | Stock Option [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [Member] | Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	250,000
Stock options granted, average exercise price	$ 1.57

Stockholders' Equity (Allocatio

Stockholders' Equity (Allocation of Employee Stock-Based Compensation Expense By Functional Area) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cost Of Revenue [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 24	$ 9
Research And Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	31	31
Sales And Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	42	37
General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	126	88
Employee Stock-Based Compensation [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	202	165
Employee Stock-Based Compensation [Member] | Cost Of Revenue [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	24	9
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	31	31
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	42	37
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	$ 105	$ 88

Loss Per Share (Details)

Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Loss Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share	8,709,504	7,040,587

Related Party Transactions (Det

Related Party Transactions (Details) - Member Of Board Of Directors [Member]	3 Months Ended
	Mar. 31, 2016USD ($)$ / H
Related Party Transaction [Line Items]
Consulting agreement fee per hour | $ / H	375
Consulting service expenses	$ 13,000
Consulting agreement payable	39,000
Minimum [Member]
Related Party Transaction [Line Items]
Consulting service expenses	$ 51,750