diaDexus, Inc. – ‘8-K’ for 10/23/03 – EX-99.1

On:  Friday, 10/24/03, at 2:42pm ET   ·   For:  10/23/03   ·   Accession #:  1169232-3-6168   ·   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     10K 

EX-99.1   —   Press Release

EX-99.1
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Exhibit 99.1                                                                    

 VaxGen Reviewing Accounting Treatment for Warrants Associated
with 2001 Financing and May Restate Certain Financial 
 Statements; No Impact on Cash Position Expected

BRISBANE, Calif. - October 23, 2003 - VaxGen, Inc. (Nasdaq: VXGN)   
announced today that it may revise the accounting treatment for common stock    
warrants issued in connection with its May 2001 Series A 6% Cumulative          
Convertible Preferred Stock financing. Such a revision of the accounting        
treatment could result in a restatement of the company's financial results for  
2001 and 2002 but would not affect the company's cash position.                 

 Since the issuance of the warrants, their value has been consistently
included in the stockholders' equity section of the company's balance sheet. A  
recent review of the warrants indicated that they may need to be reclassified as
a mezzanine liability due to their cash redemption feature. If this is the case,
the company would initially reclassify $3.5 million - the initial value assigned
to the warrants at the time of their issuance - from stockholders' equity to a  
mezzanine liability as of June 30, 2001. VaxGen also would record in each       
subsequent quarter a non-cash expense or credit based on the fair market value  
of the warrants measured as of the end of each quarter.                         

      VaxGen and its accounting firm, KPMG LLP, are currently evaluating whether
the revised accounting treatment is required and, if so, whether the change     
would be sufficiently material to require a restatement of prior periods. KPMG  
has been VaxGen's independent auditor since the company's inception.            

  There are currently outstanding warrants to purchase 609,508 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 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.                                         

EX-99.1
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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. Based in Brisbane, Calif., the company  
is developing preventive vaccines against anthrax, smallpox and HIV and is the  
largest stockholder in Celltrion, Inc., a joint venture formed to build         
operations for the manufacture of biopharmaceutical products, including VaxGen's
vaccine candidates, should they be licensed. 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 or the impact of any restatement on the Company's
financial condition or results of operations for any prior or future periods.   
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.                                                                            

Contact:                                                                        
Lance Ignon                                                                     
Vice President, Corporate Communications                                        
(650) 624-1016                                                                  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		10/24/03
For Period End:		10/23/03		1
		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