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): January 10, 2005
Xenomics, Inc.
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(Exact name of registrant as specified in its charter)
Florida 04-3721895
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(State or other jurisdiction IRS Employer
of incorporation or organization) Identification No.)
420 Lexington Avenue, Suite 1701
New York, New York 10170
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(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 297-0808
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(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:
[ ] Written communication 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 January 10, 2005, Xenomics, Inc., a Florida corporation (the
"Company") entered into a letter of engagement (the "Agreement") with Trilogy
Capital Partners, Inc. ("Trilogy"). The term of the Agreement is for twelve
months beginning on January 10, 2005 and terminable thereafter by either party
upon 30 days' prior written notice. Pursuant to the Agreement, Trilogy will
provide marketing and financial public relations services to the Company and
will assume the responsibilities of an investor relations officer for the
Company. The Company will pay Trilogy $10,000 per month under the Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to "Item 1.01 Entry into a Material Definitive
Agreement" of this report, which is incorporated by reference into this item.
Pursuant to the Agreement, the Company issued warrants to purchase
1,000,000 shares of Common Stock of the Company at an exercise price of $2.95
per share (the "Warrants"). The Warrants issued to Trilogy are exercisable upon
issuance and expire on January 10, 2008. In the event the Company proposes to
register any of its Common Stock under the Securities Act of 1933 for sale in
connection with a public offering of Common Stock, the Company will give written
notice to Trilogy and will include in such registration statement any of the
shares of Common Stock underlying the Warrants which Trilogy may request be
included. The offer and sale of these securities was made in reliance on Section
4(2) of the Securities Act of 1933, as amended. The offer and sale of the
Warrants did not involve a public offering.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
4.1 Form of Warrant issued to Trilogy Capital Partners,
Inc.
10.1 Letter of Engagement between Trilogy Capital
Partners, Inc. and Xenomics, Inc. dated January 10,
2005.
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SIGNATURE
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.
Dated: January 13, 2005 XENOMICS, INC.
By: /s/ V. Randy White
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V. Randy White, Ph.D.
Chief Executive Officer
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