UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 23, 2012

 

 

DIADEXUS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   0-26483   94-3236309

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

349 Oyster Point Boulevard, South San Francisco, California 94080

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 246-6400

N/A

(Former Name or Former Address, if Changed Since Last Report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 1.01. Entry into a Material Definitive Agreement.

On August 23, 2012, diaDexus, Inc. (the “Company”) entered into a Purchase Agreement with Atherotech Diagnostics Lab (“Atherotech”), effective as of August 20, 2012 (the “Purchase Agreement”). The Purchase Agreement sets forth the terms pursuant to which Atherotech may purchase certain of the Company’s diagnostic test products from the Company, at specified prices and solely for Atherotech’s own use for performing in vitro clinical diagnostic testing on human blood samples for the purpose of patient clinical management. The Purchase Agreement will expire on August 1, 2014, and may be terminated by either party with or without cause at any time with 90 days written notice.

On August 23, 2012, the Company also entered into a Volume Discount Program Addendum with Atherotech, effective as of August 20, 2012 (the “Discount Addendum”), which amends the Purchase Agreement to provide for a limited term discount to Atherotech based on the volume of products shipped to Atherotech by the Company. The Discount Addendum will expire or terminate, as applicable, upon the expiration or termination of the Purchase Agreement.

The foregoing is only a summary of the material terms of the Purchase Agreement and the Discount Addendum, does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the Purchase Agreement and Discount Addendum that will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2012.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    diaDexus, Inc.
    (Registrant)
Date: August 28, 2012     By:  

/s/ Jean-Frédéric Viret

      Jean-Frédéric Viret
      Chief Financial Officer