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):
October 29, 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.)
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 1.01 Entry into a Material Definitive Agreement
On October 29, 2008, Xenomics, Inc. entered into a License Agreement with
Sequenom, Inc. ("Sequenom").
Under the License Agreement, we licensed to Sequenom exclusive, world-wide
rights to our patents for the development of prenatal research and diagnostic
products based on our proprietary Transrenal DNA/RNA (Tr-DNA/RNA) technology. In
addition, we issued to Sequenom warrants to purchase up to 438,596 shares of our
common stock at the exercise price of $0.75 per share. The warrants expire on
October 29, 2013.
The License Agreement provides for up-front payments to us totaling $1,000,000
between the effective date and January 2009 and royalties based on sales of
licensed products, subject to certain minimum amounts. We retain the rights to
all other applications of our Transrenal DNA technology, but granted Sequenom
certain negotiation rights with respect to development and commercialization
of products for cancer indications. In addition, the license does not cover our
current test for fetal gender determination based solely on detection of Y
chromosome, which we are preparing for possible commercialization in 2009. The
License Agreement contains customary terms and conditions, including with
respect to indemnification and limitations of liability.
A copy of the press release we issued in connection with this agreement is
attached as Exhibit 99.1 to this current report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
99.1Press release of Xenomics, Inc. dated October 30, 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: November 3, 2008 By: /s/ Gary Anthony
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Gary Anthony
Vice President and Controller