UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
November 14, 2008
__________
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.)
One Deer Park Drive, Suite F
Monmouth Junction, NJ 08852
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
(732) 438-8290
(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 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet
Arrangement.
As previously reported in the Xenomics, Inc. (the "Company") Form 8-K filing
dated November 20, 2006, the Company entered into security purchase agreements
with various purchasers for the sale of $2.225 million aggregate principal
amount of 6% convertible debentures (the "Debentures") and warrants to purchase
shares of the Company's common stock. The description of the Debentures and
related transaction documents herein is qualified in its entirety by the
transaction documents filed with the Securities and Exchange Commission as
exhibits to the Company's Form 8-K filed November 20, 2006.
On November 14, 2008, which was the maturity date of the Debentures, the Company
did not pay amounts due the Debenture holders in the aggregate principal amount
of approximately $2,170,500, plus interest and penalties. Such failure to pay
represents an Event of Default under the Debentures.
As previously reported in the Company's Form 8-Ks, dated February 28, 2008 and
July 14, 2008, the Company has been seeking to restructure the debt owed to
holders of the Debentures following various possible previous events of default
and covenant breaches, including events of default under the transaction
documents related to the purchase of the Debentures. Such previous defaults
pertain to the Company's failures to maintain its listing on the OTCBB, file a
registration statement and pay interest on the Debentures when due.
As a consequence of the Events of Default, the Company is subject to increases
in amounts due upon redemption, an increase in the annual rate of interest, late
fees and liquidated damages under a registration rights agreement.
Accordingly, the Company has been negotiating a forbearance agreement with a
majority of the Debenture holders.
The Company believes that the failure of Company to negotiate a satisfactory
restructuring or forbearance agreement with some or all of the Debenture holders
could have a material adverse affect on the Company.
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: November 20, 2008 By: /s/ Gary Anthony
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Gary Anthony
Vice President and Controller