Aspira Women's Health (AWH) 10-Q 10 Aug 16 2016 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2016	Jul. 29, 2016
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q2
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		52,222,280

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 11,062	$ 18,642
Accounts receivable	243	87
Prepaid expenses and other current assets	407	550
Inventories	80	87
Total current assets	11,792	19,366
Property and equipment, net	2,107	1,504
Other Assets		90
Total assets	13,899	20,960
Current liabilities:
Accounts payable	503	988
Accrued liabilities	1,858	2,208
Deferred revenue	16
Short-term debt	180
Other Current Liabilities	32	155
Total current liabilities	2,589	3,351
Non-current liabilities:
Long-term debt	1,758
Other non-current liabilities	47	63
Total liabilities	4,394	3,414
Commitments and contingencies (Note 3)
Stockholders' equity:
Common stock, $0.001 par value, 150,000,000 shares authorized at June 30, 2016 and December 31, 2015; 52,222,280 and 52,113,059 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively	52	52
Additional paid-in capital	388,687	388,082
Accumulated deficit	(379,234)	(370,588)
Total stockholders' equity	9,505	17,546
Total liabilities and stockholders' equity	$ 13,899	$ 20,960

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 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	52,222,280	52,113,059
Common stock, shares outstanding	52,222,280	52,113,059

Condensed Consolidated Statemen

Condensed Consolidated Statements Of Operations - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Revenue:
Product		$ 554	$ 535	$ 1,059	$ 1,170
Service		155		155
License					316
Total revenue		709	535	1,214	1,486
Cost of revenue:
Product	[1]	527	574	1,055	1,065
Service		60		60
Total cost of revenue		587	574	1,115	1,065
Gross profit		122	(39)	99	421
Operating expenses:
Research and development	[2]	564	919	1,498	2,024
Sales and marketing	[3]	1,628	2,559	3,908	4,776
General and administrative	[4]	1,691	1,331	3,350	2,731
Total operating expenses		3,883	4,809	8,756	9,531
Loss from operations		(3,761)	(4,848)	(8,657)	(9,110)
Interest income (expense), net		(8)	6	(5)	15
Other income (expense), net		20	(7)	16	109
Net loss		$ (3,749)	$ (4,849)	$ (8,646)	$ (8,986)
Net loss per share - basic and diluted		$ (0.07)	$ (0.11)	$ (0.17)	$ (0.21)
Weighted average common shares used to compute basic and diluted net loss per common share		52,151,440	42,985,954	52,132,288	43,050,872
[1]	(1) Cost of revenue$22$10$46$19
[2]	(2) Research and development 22 32 53 63
[3]	(3) Sales and marketing 14 36 56 73
[4]	(4) General and administrative 319 121 445 209

Condensed Consolidated Stateme5

Condensed Consolidated Statements Of Operations (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Cost Of Revenue [Member]
Stock-based compensation expense	$ 22	$ 10	$ 46	$ 19
Research And Development [Member]
Stock-based compensation expense	22	32	53	63
Sales And Marketing [Member]
Stock-based compensation expense	14	36	56	73
General And Administrative [Member]
Stock-based compensation expense	$ 319	$ 121	$ 445	$ 209

Condensed Consolidated Stateme6

Condensed Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Cash flows from operating activities:
Net loss	$ (8,646)	$ (8,986)
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	323	113
Stock-based compensation expense	600	363
Loss on sale and disposal of property and equipment	3
Changes in operating assets and liabilities:
Accounts receivable	(156)	2
Prepaid expenses and other assets	233	(223)
Inventories	7
Accounts payable, accrued liabilities and other liabilities	(835)	(169)
Deferred revenue	16	(173)
Net cash used in operating activities	(8,455)	(9,467)
Cash flows from investing activities:
Purchase of property and equipment	(1,054)	(140)
Repayment of capital lease obligations	(14)
Net cash used in investing activities	(1,068)	(140)
Cash flows from financing activities:
Repurchase of common stock		(1,291)
Issuance costs from sale of common stock and warrants		(122)
Repayment of short-term debt		(1,069)
Proceeds from issuance of DECD loan, net of issuance costs	1,966
Principal repayment of DECD loan	(28)
Proceeds from issuance of common stock from exercise of stock options	5	2
Net cash provided by (used in) financing activities	1,943	(2,480)
Net decrease in cash and cash equivalents	(7,580)	(12,087)
Cash and cash equivalents, beginning of period	18,642	22,965
Cash and cash equivalents, end of period	11,062	$ 10,878
Supplemental disclosure of cash flow information:
Cash paid during the period for interest	$ (10)

Organization, Basis Of Presenta

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies	6 Months Ended
	Jun. 30, 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 2015, the Company distributed OVA1 through Quest Diagnostics Incorporated (“Quest Diagnostics”) (see Note 2). Since August 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 offers 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. ASPiRA IVD is a specialized, CLIA certified, laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. ASPiRA IVD was built around a core of laboratory expertise and a United States Food and Drug Administration (“FDA”)-compliant quality system, and strives to deliver 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 $379,234,000 at June 30, 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 The Company has adopted ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , for costs incurred in conjunction with the DECD loan (see Note 3). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. For public companies, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years.  Revenue Recognition  Product Revenue  The Company has adopted ASC 954-605, Health Care Entities—Revenue Recognition, as revenue from laboratory services has become significant to the Company . The Company's product 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. Estimates 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.    Service Revenue  The Company’s service revenue is generated by performing IVD trial services for third-party customers. In accordance with SAB Topic 13, service revenue is recognized when the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenue recognized when cash is received and on an accrual basis for the six months ended June 30, 2016 and 2015 was as follows:    Three Months Ended June 30, Six Months Ended June 30,  (in thousands) 2016 2015 2016 2015  Quest Diagnostics $ - $ 483 $ - $ 1,092  Cash basis 438 52 779 78  Accrual basis 116 - 280 -  IVD trial services (accrual basis) 155 - 155 -  Total $ 709 $ 535 $ 1,214 $ 1,170  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	6 Months Ended
	Jun. 30, 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 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. 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 in March 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. In March 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 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. In June 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	6 Months Ended
	Jun. 30, 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 being 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 and retention 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 plus a penalty of 5% . 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. 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 . The Company’s principal facility , including the CLIA laboratory used by ASPiRA LABS, is located in Austin, Texas , and the CLIA laboratory used by ASPiRA IVD is located in Trumbull, Connecticut. As of June 30, 2016 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 ASPiRA LABS’ CLIA laboratory expires on May 31, 2017. 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 on 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 . Building rent for the three months ended June 30, 2016 and 2015 totaled $53,000 and $51,000 , respectively. Building rent for the six months ended June 30, 2016 and 2015 totaled $104,000 and $93,000 , respectively.  Capital Lease In April 2015, the Company leased a laboratory instrument for a total initial payment of $125,000 and ongoing payments of approximately $3,500 per month for 36 months after delivery. The agreement also requires minimum annual purchases of reagents from the manufacturer of the equipment. The laboratory instrument was placed into service on July 1, 2015. The accumulated amortization of assets under capital lease obligations was $77,000 and the net book value of assets under capital lease obligations was $155,000 as of June 30, 2016. There were no assets under capital lease obligations as of June 30, 2015. Non-cancelable Royalty Obligations The Company is a party to an amended research collaboration agreement with The Johns Hopkins University School of Medicine 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 June 30, 2016 and 2015 totalled $22,000 and $22,000 , respectively. Royalty expense for the six months ended June 30, 2016 and 2015 totalled $42,000 and $47,000 , respectively.

Stockholders' Equity

Stockholders' Equity	6 Months Ended
	Jun. 30, 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 six months ended June 30, 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 vested 50% on June 1, 2016 and will vest 25% on each of September 1, 2016 and December 1, 2016. The Company did not make any awards of restricted stock to non-employee directors during the three months ended June 30, 2016.  During the six months ended June 30, 2016, t he 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 were related to retention and vest fully on February 5, 2017. In addition, 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.  During the three months ended June 30, 2016, t he Company granted certain officers and employees options to purchase approximately 120,000 shares of Vermillion common stock with an exercise price of $1.24 per share. These stock options vest 25% on each of the four anniversaries of the vesting commencement date for each such stock option .  On July 27, 2016 t he Company granted a n officer options to purchase 125,000 shares of Vermillion common stock with an exercise price of $1.31 per share. These stock options vest 25% on each of the four anniversaries of July 11, 2016 . The al location of employee stock-based compensation expense by functional area for the three and six months ended June 30, 2016 and 2015 was as follows:   Three Months Ended June 30, Six Months Ended June 30,  (in thousands) 2016 2015 2016 2015  Cost of revenue $ 22 $ 10 $ 46 $ 19  Research and development 22 32 53 63  Sales and marketing 14 36 56 73  General and administrative 320 121 425 209  Total $ 378 $ 199 $ 580 $ 364 

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2016
Loss Per Share [Abstract]
Loss Per Share	5. LOSS PER SHARE The Company calculates basic loss per share using the weighted ave rage 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 7,808,044 and 7,163,329 potential shares of common stock as of June 30, 2016 and 2015, respectively, that are anti-dilutive. Potential shares of common stock include incremental shares of common stock issuable upon the exercise of outstanding warrants, stock options and unvested restricted stock units.

Related Party Transaction

Related Party Transaction	6 Months Ended
	Jun. 30, 2016
Related Party Transaction [Abstract]
Related Party Transaction	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 provided consulting services regarding business strategies and operational plans through the expiration of the agreement on March 31, 2016 . During the six months ended June 30, 2016, Mr. Schreiber was paid $52,000 for services provided pursuant to the consulting agreement .

Organization, Basis Of Presen13

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Policy)	6 Months Ended
	Jun. 30, 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 2015, the Company distributed OVA1 through Quest Diagnostics Incorporated (“Quest Diagnostics”) (see Note 2). Since August 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 offers 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. ASPiRA IVD is a specialized, CLIA certified, laboratory provider dedicated to meeting the unique testing needs of IVD manufacturers seeking to commercialize high-complexity assays. ASPiRA IVD was built around a core of laboratory expertise and a United States Food and Drug Administration (“FDA”)-compliant quality system, and strives to deliver 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 $379,234,000 at June 30, 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 The Company has adopted ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs , for costs incurred in conjunction with the DECD loan (see Note 3). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability. For public companies, the standard is effective for financial statements issued for fiscal years beginning after December 15, 2015 and interim periods within those fiscal years.
Revenue Recognition	Revenue Recognition  Product Revenue  The Company has adopted ASC 954-605, Health Care Entities—Revenue Recognition, as revenue from laboratory services has become significant to the Company . The Company's product 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. Estimates 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.    Service Revenue  The Company’s service revenue is generated by performing IVD trial services for third-party customers. In accordance with SAB Topic 13, service revenue is recognized when the following revenue recognition criteria are met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collectability is reasonably assured. Revenue recognized when cash is received and on an accrual basis for the six months ended June 30, 2016 and 2015 was as follows:    Three Months Ended June 30, Six Months Ended June 30,  (in thousands) 2016 2015 2016 2015  Quest Diagnostics $ - $ 483 $ - $ 1,092  Cash basis 438 52 779 78  Accrual basis 116 - 280 -  IVD trial services (accrual basis) 155 - 155 -  Total $ 709 $ 535 $ 1,214 $ 1,170  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)	6 Months Ended
	Jun. 30, 2016
Organization, Basis Of Presentation And Significant Accounting And Reporting Policies [Abstract]
Schedule Of Revenue Recognition	  Three Months Ended June 30, Six Months Ended June 30,  (in thousands) 2016 2015 2016 2015  Quest Diagnostics $ - $ 483 $ - $ 1,092  Cash basis 438 52 779 78  Accrual basis 116 - 280 -  IVD trial services (accrual basis) 155 - 155 -  Total $ 709 $ 535 $ 1,214 $ 1,170 

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	6 Months Ended
	Jun. 30, 2016
Stockholders' Equity [Abstract]
Allocation of Stock-Based Compensation Expense by Functional Area	  Three Months Ended June 30, Six Months Ended June 30,  (in thousands) 2016 2015 2016 2015  Cost of revenue $ 22 $ 10 $ 46 $ 19  Research and development 22 32 53 63  Sales and marketing 14 36 56 73  General and administrative 320 121 425 209  Total $ 378 $ 199 $ 580 $ 364 

Organization, Basis Of Presen16

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Narrative) (Details) - USD ($)	Apr. 15, 2016	Jun. 30, 2016	Mar. 22, 2016	Dec. 31, 2015
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Accumulated deficit		$ (379,234,000)		$ (370,588,000)
Initial proceeds from loan		$ 1,966,000
DECD [Member]
Organization Consolidation And Summary Of Significant Accounting Policies [Line Items]
Total borrowing amount			$ 4,000,000
Initial proceeds from loan	$ 2,000,000
Remaining loan amount			$ 2,000,000

Organization, Basis Of Presen17

Organization, Basis Of Presentation And Significant Accounting And Reporting Policies (Schedule Of Revenue Recognition) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Schedule Of Revenue Recognition [Line Items]
Revenues	$ 709	$ 535	$ 1,214	$ 1,486
Strategic Alliance Agreement [Member]
Schedule Of Revenue Recognition [Line Items]
Revenues	709	535	1,214	1,170
Strategic Alliance Agreement [Member] | Cash Basis [Member]
Schedule Of Revenue Recognition [Line Items]
Revenues	438	52	779	78
Strategic Alliance Agreement [Member] | Accrual Basis [Member]
Schedule Of Revenue Recognition [Line Items]
Revenues	116		280
Strategic Alliance Agreement [Member] | IVD Trial Services (Accrual Basis) [Member]
Schedule Of Revenue Recognition [Line Items]
Revenues	$ 155		$ 155
Quest Diagnostics [Member] | Strategic Alliance Agreement [Member]
Schedule Of Revenue Recognition [Line Items]
Revenues		$ 483		$ 1,092

Agreements With Quest Diagnos18

Agreements With Quest Diagnostics Incorporated (Details) - USD ($)	Jun. 17, 2015	Mar. 11, 2015	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015	Dec. 31, 2015	Dec. 31, 2014
Line of Credit Facility [Line Items]
Secured line of credit, liability			$ 180,000		$ 180,000
Repayment of short-term debt						$ 1,069,000
Product			554,000	$ 535,000	1,059,000	1,170,000
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		$ 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 ($)	Oct. 31, 2015USD ($)	Apr. 30, 2015USD ($)	Jun. 30, 2016USD ($)	Jun. 30, 2015USD ($)	Jun. 30, 2016USD ($)item	Jun. 30, 2015USD ($)	Mar. 22, 2016USD ($)	Dec. 31, 2015USD ($)
Commitments And Contingencies [Line Items]
Initial proceeds from loan						$ 1,966,000
Operating leases rental expense				$ 53,000	$ 51,000	104,000	$ 93,000
Net book value				2,107,000		$ 2,107,000			$ 1,504,000
Percent of royalty paid						4.00%
Minimum royalty payment						$ 57,500
Royalty expense				22,000	22,000	$ 42,000	47,000
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
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
Debt penalty						5.00%
Initial proceeds from loan	$ 2,000,000
Remaining loan amount								$ 2,000,000
Assets Under Capital Leases [Member]
Commitments And Contingencies [Line Items]
Initial payment of laboratory equipment			$ 125,000
Monthly payment for acquisition for equipment			$ 3,500
Number of payments for purchase production of assets						36 months
Accumulated amortization				77,000		$ 77,000
Net book value				$ 155,000		$ 155,000
Capital lease obligations					$ 0		$ 0

Stockholders' Equity (Narrative

Stockholders' Equity (Narrative) (Details) - USD ($)	Jul. 27, 2016	Jun. 30, 2016	Dec. 31, 2015
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Common stock, shares issued		52,222,280	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 [Member]
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 [Member] | 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 [Member] | 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 [Member] | 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]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted		120,000
Stock options granted, average exercise price		$ 1.24
2010 Stock Incentive Plan [Member] | Certain Officers And Employees [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] | 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
2010 Stock Incentive Plan [Member] | Officer [Member] | Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Stock options granted	125,000
Stock options granted, average exercise price	$ 1.31
2010 Stock Incentive Plan [Member] | Officer [Member] | Subsequent Event [Member] | Share-based Compensation Award, Tranche One [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting percentage	25.00%

Stockholders' Equity (Allocatio

Stockholders' Equity (Allocation of Employee Stock-Based Compensation Expense By Functional Area) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015	Jun. 30, 2016	Jun. 30, 2015
Cost Of Revenue [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	$ 22	$ 10	$ 46	$ 19
Research And Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	22	32	53	63
Sales And Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	14	36	56	73
General And Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	319	121	445	209
Employee Stock-Based Compensation [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Stock-based compensation expense	378	199	580	364
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	22	10	46	19
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	22	32	53	63
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	14	36	56	73
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	$ 320	$ 121	$ 425	$ 209

Loss Per Share (Details)

Loss Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2016	Jun. 30, 2015
Loss Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share	7,808,044	7,163,329

Related Party Transaction (Deta

Related Party Transaction (Details)	6 Months Ended
	Jun. 30, 2016USD ($)
Member Of Board Of Directors [Member]
Related Party Transaction [Line Items]
Consulting service expenses	$ 52,000