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):
MAY 15, 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))
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.
Subsequent to the approval of all of the disinterested members of the Board
of Directors, Xenomics, Inc. (the "Company") and Gian Luigi Longinetti-Buitoni,
the Executive Chairman of the Company ("Lead Investor") entered into Amendment
No. 5 (the "Amendment"), dated as of May 15, 2008, to the Warrant and Put Option
Agreement originally dated as of November 30, 2006 (the "Agreement"), as amended
August 29, 2007, October 30, 2007, February 25, 2008 and April 11, 2008
("Warrant and Put Option Agreement"), pursuant to which the Amendment extended
to June 1, 2008, the date on which the Company may, at its sole discretion,
exercise a put option (the "Put Option") pursuant to which it may require the
Lead Investor to invest in the Company up to an additional $1,500,000 to
purchase the Maximum Put Amount of Units at a purchase price of $.55 per share
of common stock, par value $0.0001 (the "Shares"). Upon notification on or
before June 1, 2008, the Lead Investor shall purchase the number of Units
specified in such notice by June 2, 2008 up to the Maximum Put Amount. 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
4.1 Form of Amendment No. 5 to Warrant and Put Option Agreement dated
May 15, 2008.
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: May 21, 2008 By: /s/ Gian Luigi Longinotti-Buitoni
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Gian Luigi Longinotti-Buitoni
Executive Chairman