diaDexus, Inc. – ‘8-K’ for 11/14/03 – EX-99.1

On:  Monday, 11/17/03, at 7:57pm ET   ·   As of:  11/18/03   ·   For:  11/14/03   ·   Accession #:  1169232-3-6718   ·   File #:  0-26483

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3      9K 
 2: EX-99.1     Press Release                                          2     14K 

EX-99.1   —   Press Release

EX-99.1
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Exhibit 99.1                                                                    

VaxGen Will Restate Accounting Treatment for Warrants;
Company Intends to Announce Third-Quarter Results on or Before
 Nov. 20

    BRISBANE, Calif. - November 14, 2003 - VaxGen, Inc. (Nasdaq: VXGN) today
announced that it will restate its financial results for 2001, 2002 and the     
first two quarters of 2003 as a result of revisions to its accounting treatment 
for certain warrants to purchase common stock and beneficial conversion features
relating to a 2001 financing. The restatement will have no impact on the        
company's cash position.                                                        

      VaxGen disclosed last month that it and KPMG LLP, the company's accounting
firm, were evaluating whether a revised accounting treatment for common stock   
warrants issued in connection with the company's May 2001 Series A 6% Cumulative
Convertible Preferred Stock financing was required, and, if so, whether the     
change would be sufficiently material to require a restatement of prior periods.
The disclosures were made in a Form 8-K filed with the Securities and Exchange  
Commission ("SEC") on October 24, 2003 and a press release dated October 23,    
2003. The company and KPMG have determined that a revised accounting treatment  
is required and that the change is sufficiently material to require a           
restatement of prior periods.                                                   

     As a result of the time required to complete the restatement, the company
will file a notification of late filing on Form 12b-25 with the SEC with respect
to its Form 10-Q for the third quarter of 2003. The notification will allow     
VaxGen to file its third-quarter Form 10-Q on or before November 19, 2003       
without violating SEC filing requirements.                                      

The company intends to issue a press release regarding its financial
results for the quarter ended September 30, 2003 prior to the opening of trading
on November 20, 2003. VaxGen intends to announce additional details regarding   
the date and time of the press release and a related conference call and web    
cast prior to their occurrence.                                                 

 Since their issuance, the value of the warrants has been consistently
included in the stockholders' equity section of the company's balance sheet. In 
connection with a recent review of the warrants, the company has determined that
the value of the warrants should be reclassified as a current liability due to  
the warrants' cash redemption feature. As a result, the company will reclassify 
$3.5 million - the initial value assigned to the warrants at the time of their  
issuance - from stockholders' equity to a current liability as of June 30, 2001.
VaxGen will also record in each subsequent quarter a non-cash expense or credit 
and a corresponding change in current liabilities based on the change in the    
fair market value of the warrants measured as of the end of each quarter.       

     Since their issuance, beneficial conversion features of the warrants have
been recorded as deemed dividends to warrant holders of $734,000 in 2001, $11.1 
million in 2002, zero in the first                                              

EX-99.1
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quarter of 2003 and $893,000 in the second quarter of 2003. VaxGen will now     
amortize these charges over the period beginning with the issuance of the       
warrants and ending with the conversion of the preferred stock into common      
stock. The revised accounting treatment will have no impact on VaxGen's cash    
position.                                                                       

  There are currently outstanding warrants to purchase 608,569 shares of
VaxGen's common stock at $12.32 per share. The terms and conditions of the      
warrants, including the cash redemption feature, have been fully disclosed in   
VaxGen's public filings since May 2001. The current redemption price of the     
warrants is less than the exercise price of the warrants, and therefore the     
current cash value of the warrants, if redemption were triggered, is zero.      

   All of the shares of Series A 6% Cumulative Convertible Preferred Stock
issued in the May 2001 financing have converted to common shares, with the      
majority of the conversions having taken place in 2002.                         

About VaxGen                                                                    

   VaxGen, Inc. is a biopharmaceutical company engaged in the development,
manufacture and commercialization of biologic products for the prevention and   
treatment of human infectious diseases, including anthrax and smallpox. Based in
Brisbane, Calif., VaxGen is the largest stockholder in Celltrion, Inc., a joint 
venture formed to build operations for the manufacture of biopharmaceutical     
products. For more information, please visit the company's web site at:         
www.vaxgen.com.                                                                 

Note: This press release contains "forward-looking statements" within the       
meaning of the federal securities laws. These forward-looking statements        
include, without limitation, statements regarding the need to restate any of the
Company's financial statements, the impact of any restatement on the Company's  
financial condition or results of operations for any prior or future periods and
the timing of the filing of the Company's Form 10-Q for the quarter ended       
September 30, 2003 or any future announcement with respect to our third quarter 
financial results. Reference should be made to VaxGen's Quarterly Report on Form
10-Q, filed with the Securities and Exchange Commission on August 18, 2003,     
under the heading "Risk Factors," and the company's Annual Report on Form 10-K, 
filed with the Securities and Exchange Commission on March 31, 2003, under the  
heading "Business," for a more detailed description of such factors. Readers are
cautioned not to place undue reliance on these forward-looking statements that  
speak only as of the date of this release. VaxGen undertakes no obligation to   
update publicly any forward-looking statements to reflect new information,      
events, or circumstances after the date of this release except as required by   
law.                                                                            

SOURCE VaxGen, Inc.                                                             

Lance Ignon, Vice President                                                     
Corporate Communications                                                        
VaxGen                                                                          
650-624-1041                                                                    

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/20/03		1					8-K
		11/19/03		1					10-K/A,  10-Q,  10-Q/A
Filed as of:		11/18/03
Filed on:		11/17/03							NT 10-Q
For Period End:		11/14/03		1
		10/24/03		1					8-K
		10/23/03		1					8-K
		9/30/03		1		2			10-Q,  8-K,  NT 10-Q
		8/18/03		2					10-Q
		3/31/03		2					10-K,  10-Q,  10-Q/A
		6/30/01		1					10-Q
									List all Filings