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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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):
JUNE 12, 2008
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XENOMICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA
(STATE OR OTHER JURISDICTION OF INCORPORATION)
333-103083 04-3721895
(COMMISSION FILE NUMBER) (I.R.S. EMPLOYER IDENTIFICATION NO.)
420 LEXINGTON AVENUE. SUITE 1701
NEW YORK, NEW YORK 10170
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(212) 297-0808
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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))
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ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On June 12, 2008 Xenomics, Inc. (the "Company") raised an additional $500,000
from an investor, of which $350,000 was invested at the closing today and an
additional $150,000 to be invested on or before August 15, 2008. The purchase
price was $.55 per share, and the investor received warrants to purchase up to
318,182 shares of the Company's common stock at a price of $.75 per share.
In connection with the financing, the Company entered into Amendment No. 7 (the
"Amendment"), dated as of June 12, 2008, to the Warrant and Put Option Agreement
originally dated as of November 30, 2006. The Amendment extended to September 1,
2008, the date on which the Company may, at its sole discretion, exercise a put
option (the "Put Option") to require the Chairman (who is the Lead Investor
under the warrant agreement) to invest in the Company up to an additional
$1,500,000 for the purchase of common stock at a purchase price of $.55 per
share (the "Shares"). The Amendment also credits the Chairman with amounts
raised to reduce his obligation under the Put, so that the Put obligation is, as
of this time, reduced to $1,150,000. The Amendment is filed as Exhibit 4.1 to
this report. (Capitalized terms not otherwise defined herein are given the
meaning ascribed to them as set forth in the Amendment).
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS.
On June 12, 2008, the Board of Directors of the Company appointed Kira
Sheinerman a director of the Company.
Kira Sheinerman is a Director, Investment Banking at Rodman & Renshaw, LLC.
Prior to her current position at Rodman & Renshaw, LLC, she worked at The Arcus
Group, specializing on analysis of market opportunities for early to late stage
biotech products and on investment and acquisition opportunities in the fields
of oncology, CNS, infectious diseases and critical care; she also served as a
business development consultant for a number of early stage biotech companies.
Dr. Sheinerman received a Ph.D. in Biomedical Sciences from Mount Sinai School
of Medicine for her work on molecular mechanisms of Alzheimer's disease. She
also holds an MBA from the Honors program at Baruch College/CUNY. During her
doctoral and MBA studies Dr. Sheinerman had been a recipient of Bi-national
(Italy/USA) Research fellowship in Alzheimer's disease, Nash Scholarship, and
Marvin Schwartz Distinguished Service Award.
ITEM 8.01 OTHER EVENTS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Form of Amendment No. 7 to Warrant and Put Option
Agreement dated as of June 12, 2008.
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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.
XENOMICS, INC.
Date: June 18, 2008 By: /s/ Gianluigi Longinotti-Buitoni
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Gianluigi Longinotti-Buitoni
Executive Chairman
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