Under the Securities Exchange Act of 1934*

Vermillion, Inc.

---

(203) 862-7900

 

---

December 23, 2014

---

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See Rule 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1

2

3

4

5

6

7

Pursuant to Rule 13d-2 under the Act, this Amendment No. 3 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D filed on May 23, 2013, as previously amended by Amendment No. 1, filed on June 13, 2013 and Amendment No. 2, filed on December 23, 2013 (as amended, the “Schedule 13D”), and is being filed on behalf of Oracle Partners, L.P., a Delaware limited partnership (“Oracle Partners”), Oracle Ten Fund Master, LP, a Cayman Islands exempted company (“Oracle Ten Fund”), Oracle Institutional Partners, L.P., a Delaware limited partnership (“Oracle Institutional Partners”), Oracle Associates, LLC, a Delaware limited liability company and the general partner of Oracle Partners, Oracle Ten Fund and Oracle Institutional Partners (“Oracle Associates”), Oracle Investment Management, Inc., a Delaware corporation and the investment manager to Oracle Ten Fund (“Investment Manager”) and Larry N. Feinberg, the managing member of Oracle Associates and the sole shareholder, director and president of the Investment Manager (each of the foregoing, a “Reporting Person” and collectively, the “Reporting Persons”).  This Amendment relates to the common stock, par value $0.001 per share (“Common Stock”), of Vermillion, Inc., a Delaware corporation (the “Company”).

The Reporting Persons are filing this Amendment to report the recent purchase of additional shares of Common Stock of the Company by Oracle Institutional Partners in a private placement.

All capitalized terms used herein which are not defined herein have the meanings given to such terms in the Schedule 13D.

Item 2.  Identity and Background.

Item 2 is hereby amended and restated in its entirety as follows:

The Reporting Persons are filing jointly and the Amended Joint Filing Agreement among the Reporting Persons to file this Amendment to the Schedule 13D jointly in accordance with Rule 13d-1(k) of the Exchange Act is attached hereto as Exhibit 5.

 

 

---

 

Item 3.  Source and Amount of Funds.

Item 3 is hereby amended by inserting the following at the end thereof:

The aggregate purchase price for the additional 972,222 shares of Common Stock acquired by Oracle Institutional Partners was $1,399,999.68.  In connection with this purchase of Common Stock, Oracle Institutional Partners also acquired a warrant (the “OIP Warrant”) to purchase 583,333 shares of Common Stock at an exercise price of $2.00 per share of Common Stock for an aggregate purchase price of $72,916.63 ($0.125 per share of Common Stock subject to the OIP Warrant).  The OIP Warrant is not exercisable until the date that is six months following the date of issuance and thus the Common Stock underlying such OIP Warrant is not currently deemed beneficially owned by the Reporting Persons.

All of the funds required to acquire the additional shares of Common Stock and the OIP Warrant were furnished from the working capital of Oracle Institutional Partners.

Item 4.  Interest in Securities of the Issuer.

The first sentence of the first paragraph of Item 4 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The acquisition by Oracle Partners, Oracle Ten Fund and Oracle Institutional Partners of the Common Stock, the Warrants and the OIP Warrant was effected because of the belief of the Reporting Persons that the Common Stock represented, and continues to represent, an attractive investment.

 

 

---

The following is hereby inserted immediately preceding the paragraph with the heading “Purchase Agreement” in Item 4 of the Schedule 13D:

On December 19, 2014, Oracle Institutional Partners entered into a Securities Purchase Agreement (the “OIP Purchase Agreement”) with the Company and other purchasers named therein.  Pursuant to the terms of the OIP Purchase Agreement, on December 23, 2014, the date of the closing, (i) Oracle Institutional Partners purchased 972,222 shares of Common Stock for an aggregate purchase price of $1,399,999.68 and (ii) Oracle Institutional Partners acquired the OIP Warrant for an aggregate purchase price of $72,916.63 to purchase 583,333 shares of Common Stock.

The following summaries of the OIP Purchase Agreement and the OIP Warrant are not intended to be complete.  The OIP Purchase Agreement and the OIP Warrant, copies of which are attached hereto as Exhibit 6 and Exhibit 7 respectively, are incorporated herein by reference and the following summaries are qualified in their entirety by reference thereto.  This Amendment does not purport to amend, qualify or in any way modify such agreements.

The following is hereby inserted immediately preceding the paragraph with the heading “Additional Disclosure” in Item 4 of the Schedule 13D:

OIP Purchase Agreement

Pursuant to the OIP Purchase Agreement, and the transactions contemplated thereby, on December 23, 2014, the Company sold pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 promulgated thereunder, to the purchasers named in the OIP Purchase Agreement, including Oracle Institutional Partners, an aggregate of 6,944,445 shares of Common Stock at a price per share equal to $1.44 and warrants to purchase an aggregate of 4,166,662 shares of Common Stock for a price of $0.125 per share of Common Stock subject to such warrants with an exercise price of $2.00 per share.

The OIP Purchase Agreement provides for demand registration rights for Oracle Institutional Partners, among others, that will require the Company to register their shares of Common Stock, including those underlying the OIP Warrant, with the Securities Exchange Commission and permit Oracle Institutional Partners to sell such registered shares of Common Stock to the public, subject to specified conditions therein.  The Purchase Agreement also provided for the manner of allocation of the fees and expenses between the parties.

OIP Warrant

Pursuant to the OIP Warrant, issued on December 23, 2014, Oracle Institutional Partners has a right to purchase 583,333 shares of Common Stock at an exercise price per share equal to $2.00.  The warrants are exercisable commencing on the date that is six months following the date of issuance until the date that is three years after the date of issuance. The exercise price and number of shares of Common Stock subject to the OIP Warrant are subject to adjustment from time to time in accordance with the terms set forth therein.

 

 

---

Item 5.  Interest in Securities of the Issuer.

Item 5 is hereby amended and restated in its entirety as follows:

 

 

---

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 is hereby amended by inserting the following at the end thereof:

On December 24, 2014, the Reporting Persons entered into an Amended Joint Filing Agreement with respect to the joint filing of this Amendment to the Schedule 13D and any subsequent amendment or amendments hereto (the “Amended Joint Filing Agreement”).  The Amended Joint Filing Agreement is attached hereto as Exhibit 5 and incorporated by reference.

As also described in Item 4 hereto, (i) Oracle Institutional Partners, the other purchasers named therein and the Company have entered into the OIP Purchase Agreement and (ii) Oracle Institutional Partners acquired the OIP Warrant.  The information set forth in Item 4 with respect to the OIP Purchase Agreement and the OIP Warrant is incorporated into this Item 6 by reference.

Item 7.  Material to Be Filed as Exhibits.

Item 7 is hereby amended by inserting the following at the end thereof:

 

 

---

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.