VaxGen, Inc. Files Restated Annual Report For 2003 With SEC; Conference Call Set For 8:30 a.m., EST, Today

BRISBANE, Calif., Sept. 26 /PRNewswire-FirstCall/ -- VaxGen, Inc. (VXGN.PK) announced today that it has filed its restated 2003 Annual Report on Form 10-K/A with the Securities and Exchange Commission (SEC). This is the first in what VaxGen expects will be a series of filings with the SEC required to bring the company current with all of its financial reporting obligations, thereby qualifying its common stock for relisting on the Nasdaq Global Market.

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The Form 10-K/A includes the restatement of consolidated financial data for the years ended December 31, 2003, 2002, 2001 and 2000 as well as a description of events that occurred after 2003. The restatement was initially undertaken after VaxGen management, in concurrence with its independent auditors, determined in 2004 that the company’s revenue recognition policy was inappropriate under generally accepted accounting principles in the U.S. (GAAP) because it deferred recognition of revenue and certain expenses from its cost-plus-fixed-fee government contracts. As a result, VaxGen’s previously filed financial statements understated its revenues.

The restatement subsequently expanded to encompass VaxGen’s investment in an overseas manufacturing company, Celltrion, Inc., the revaluation of the company’s 2001 Series A Redeemable Convertible Preferred Stock and its warrants and derivatives, and stock-based compensation, together with timing issues and reclassifications.

The restatement had no material effect on VaxGen’s cash balances.

For the year ended December 31, 2003, VaxGen reported restated revenue of $29.1 million, compared with previously reported revenue of $14.3 million. The restated net loss applicable to common stockholders was $21.7 million, or $1.15 per share, compared with a previously reported net loss applicable to common stockholders of $28.7 million, or $1.52 per share.

For the year ended December 31, 2002, VaxGen reported restated revenue of $3.2 million, versus previously reported revenue of $1.6 million. Restated net loss applicable to common stockholders was $54.7 million, or $3.76 per share, compared with a previously reported net loss applicable to common stockholders of $49.8 million, or $3.42 per share.

For the year ended December 31, 2001, restated and previously reported revenue were identical at $895,000. The restated net loss applicable to common stockholders was $24.2 million, or $1.71 per share, compared with a previously reported net loss applicable to common stockholders of $24.5 million, or $1.73 per share.

Next Steps

VaxGen intends to complete the following steps associated with its restatement.

-- Submit to its independent auditors, in sequence, its Annual Reports on Form 10-K and associated Quarterly Reports on Form 10-Q for the years 2004 and 2005 and any outstanding Quarterly and Annual Reports for 2006. -- After the Forms 10-K have been audited, file the above-mentioned reports with the SEC. -- Apply for relisting on the Nasdaq Global Market. Nasdaq typically takes six to eight weeks to evaluate such applications.

As announced in March 2006, VaxGen no longer provides guidance on the timing related to filing its outstanding financial statements.

VaxGen will hold a conference call today, Tuesday, September 26 at 8:30 a.m., Eastern Standard Time, to discuss its restated 2003 Annual Report on Form 10-K/A.

Participant Dial In (Pass Code Not Required): Domestic: 1-800-374-0113 International: 706-758-9607 Replay Dial In and Pass Code: Domestic: 800-642-1687 International: 706-645-9291 Passcode: 7474335 Live Webcast:

Go to Webcasts in the Investor Relations section of VaxGen’s web site at www.vaxgen.com and click on “VaxGen Files Restated Annual Report for 2003 with SEC.”

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. VaxGen has been awarded an $877.5 million contract by the U.S. Department of Health and Human Services to provide 75 million doses of a modern anthrax vaccine for civilian biodefense. Based in Brisbane, Calif., VaxGen operates a wholly owned manufacturing facility in California and owns a minority interest in Celltrion, Inc., a company in the Republic of Korea established to provide contract manufacturing to the global pharmaceutical industry. 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 anticipated filing of the company’s outstanding quarterly and annual reports and its application for re-listing on the Nasdaq Global Market. These statements are subject to risks and uncertainties that could cause actual results and events to differ materially from those anticipated. Reference should be made to Item 8.01 of the company’s Current Report on Form 8-K filed by VaxGen on February 16, 2006 under the heading “Risk Factors” for a more detailed description of such risks. 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.

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CONTACT: Lance Ignon, Vice President, Corporate Affairs, +1-650-624-1016,or Kesinee Angkustsiri Yip, Associate Director, Corporate Affairs,+1-650-624-1041, both of VaxGen, Inc.

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