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): May 24, 2005
Xenomics, Inc.
(Exact name of registrant as specified in its charter)
Florida 04-3721895
(State or other jurisdiction IRS Employer
of incorporation or organization) Identification No.)
420 Lexington Avenue, Suite 1701
New York, New York 10170
(Address of principal executive offices)
Registrant's telephone number, including area code: (212) 297-0808
(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 May 24, 2005, the Compensation Committee of the Board of
Directors (the "Committee") of Xenomics, Inc. (the "Company") in recognition of
the substantial time and effort to the affairs of the Company during the past
year by each of L. David Tomei, Chairman of the Company and President of SpaXen
Italia, srl, the Company's joint venture with the Spallanzani National Institute
for Infectious Diseases in Rome, Italy, Samuil Umansky, President of the Company
and Hovsep Melkonyan, Vice President, Research, accelerated the vesting of
outstanding stock options dated June 24, 2004 previously granted to each such
officer in the amounts of 1,012,500, 1,012,500 and 675,000, respectively, so
that such options vest as of May 24, 2005.
In addition, the Committee granted additional nonqualified stock
options to Messrs. Tomei, Umansky and Melknoyan in the amounts of 255,000,
225,000 and 75,000, respectively, pursuant to the Company's 2004 Stock Option
Plan (the "Plan"), subject to stockholder approval of an increase in the number
of shares of common stock issuable under the Plan, as an additional incentive to
perform in the future on behalf of the Company and its stockholders. Such
options are exercisable at $2.50 per share with 33-1/3% of the options granted
to each officer vesting on each of the first three anniversaries of the date of
grant.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
10.1 Stock Option Grant Agreement for Nonstatutory Stock Options
of L. David Tomei dated June 24, 2004.
10.2 Stock Option Grant Agreement for Nonstatutory Stock Options
of Samuil Umansky dated June 24, 2004.
10.3 Stock Option Grant Agreement for Nonstatutory Stock Options
of Hovsep Melknoyan dated June 24, 2004.
10.4 Stock Option Grant Agreement for Nonstatutory Stock Options
of L. David Tomei dated May 24, 2005.
10.5 Stock Option Grant Agreement for Nonstatutory Stock Options
of Samuil Umansky dated May 24, 2005.
10.6 Stock Option Grant Agreement for Nonstatutory Stock Options
of Hovsep Melkonyan dated May 24, 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: May 31, 2005
XENOMICS, INC.
By: /s/ V. RANDY WHITE
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V. Randy White, Ph.D.
Chief Executive Officer
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Exhibit 10.1
XENOMICS, INC.
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STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to L. DAVID TOMEI (the "Optionee"), an option (the "OPTION"), that is NOT
intended to qualify as an incentive stock option ("ISO") pursuant to Section
422(b) of the Internal Revenue Code, to purchase shares of the Company's common
stock ("Stock") in the number and subject to terms and conditions of this Stock
Option Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option
Plan (the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock
Options (the "OPTION AGREEMENT"). The provisions of the Plan and the Option
Agreement are incorporated herein by reference, and copies of the Plan and
Option Agreement have been given to Optionee. The following are the general
terms of the Option for shares of Stock ("OPTION SHARES") granted to Optionee by
this Grant Agreement.
The grant date of the Option ("GRANT DATE") is JUNE 24, 2004.
The number of Option Shares granted to Optionee is 1,012,500 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $1.25 per share.
This Option will be immediately vested.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as a Consultant to the Company under the Consulting Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
- ------------------------ By:
---------------
Address: Its:
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Exhibit 10.2
XENOMICS, INC.
--------------
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to SAMUIL UMANSKY (the "Optionee"), an option (the "OPTION"), that is NOT
intended to qualify as an incentive stock option ("ISO") pursuant to Section
422(b) of the Internal Revenue Code, to purchase shares of the Company's common
stock ("Stock") in the number and subject to terms and conditions of this Stock
Option Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option
Plan (the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock
Options (the "OPTION AGREEMENT"). The provisions of the Plan and the Option
Agreement are incorporated herein by reference, and copies of the Plan and
Option Agreement have been given to Optionee. The following are the general
terms of the Option for shares of Stock ("OPTION SHARES") granted to Optionee by
this Grant Agreement.
The grant date of the Option ("GRANT DATE") is JUNE 24, 2004.
The number of Option Shares granted to Optionee is 1,012,500 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $1.25 per share.
This Option will be immediately vested.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as an Executive to the Company under the Employment Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
- ------------------------ By:
---------------
Address: Its:
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Exhibit 10.3
XENOMICS, INC.
--------------
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to HOVSEP MELKONYAN (the "OPTIONEE"), an option (the "OPTION"), that is NOT
intended to qualify as an incentive stock option ("ISO") pursuant to Section
422(b) of the Internal Revenue Code, to purchase shares of the Company's common
stock ("Stock") in the number and subject to terms and conditions of this Stock
Option Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option
Plan (the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock
Options (the "OPTION AGREEMENT"). The provisions of the Plan and the Option
Agreement are incorporated herein by reference, and copies of the Plan and
Option Agreement have been given to Optionee. The following are the general
terms of the Option for shares of Stock ("OPTION SHARES") granted to Optionee by
this Grant Agreement.
The grant date of the Option ("GRANT DATE") is JUNE 24, 2004.
The number of Option Shares granted to Optionee is 675,000 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $1.25 per share.
This Option will be immediately vested.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as an Executive to the Company under the Employment Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
- ------------------------ By:
---------------
Address: Its:
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Exhibit 10.4
XENOMICS, INC.
--------------
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to L. DAVID TOMEI (the "Optionee"), subject to stockholder approval of an
amendment to the Plan (as defined herein) increasing the number of shares
issuable pursuant to the Plan, an option (the "OPTION"), that is NOT intended to
qualify as an incentive stock option ("ISO") pursuant to Section 422(b) of the
Internal Revenue Code, to purchase shares of the Company's common stock
("STOCK") in the number and subject to terms and conditions of this Stock Option
Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option Plan
(the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock Options
(the "OPTION AGREEMENT"). The provisions of the Plan and the Option Agreement
are incorporated herein by reference, and copies of the Plan and Option
Agreement have been given to Optionee. The following are the general terms of
the Option for shares of Stock ("OPTION SHARES") granted to Optionee by this
Grant Agreement.
The grant date of the Option ("GRANT DATE") is MAY 24, 2005.
The number of Option Shares granted to Optionee is 255,000 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $2.50 per share.
This Option is not immediately exercisable ("IMMEDIATELY EXERCISABLE").
The first day that Option Shares commence to vest is the Grant Date.
Option Shares shall vest in accordance with the following schedule
("VESTING SCHEDULE"):
85,000 Option Shares shall vest on the first anniversary of the Grant
Date;
85,000 Option Shares shall vest on the second anniversary of the Grant
Date; and
85,000 Option Shares shall vest on the third anniversary of the Grant
Date.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as a Consultant to the Company under the Consulting Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
- ------------------------ By:
---------------
Address: Its:
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Exhibit 10.5
XENOMICS, INC.
--------------
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to SAMUIL UMANSKY (the "Optionee"), subject to stockholder approval of an
amendment to the Plan (as defined herein) increasing the number of shares
issuable pursuant to the Plan, an option (the "OPTION"), that is NOT intended to
qualify as an incentive stock option ("ISO") pursuant to Section 422(b) of the
Internal Revenue Code, to purchase shares of the Company's common stock
("STOCK") in the number and subject to terms and conditions of this Stock Option
Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option Plan
(the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock Options
(the "OPTION AGREEMENT"). The provisions of the Plan and the Option Agreement
are incorporated herein by reference, and copies of the Plan and Option
Agreement have been given to Optionee. The following are the general terms of
the Option for shares of Stock ("OPTION SHARES") granted to Optionee by this
Grant Agreement.
The grant date of the Option ("GRANT DATE") is MAY 24, 2005.
The number of Option Shares granted to Optionee is 225,000 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $2.50 per share.
This Option is not immediately exercisable ("IMMEDIATELY EXERCISABLE").
The first day that Option Shares commence to vest is the Grant Date.
Option Shares shall vest in accordance with the following schedule
("VESTING SCHEDULE"):
75,000 Option Shares shall vest on the first anniversary of the Grant
Date;
75,000 Option Shares shall vest on the second anniversary of the Grant
Date; and
75,000 Option Shares shall vest on the third anniversary of the Grant
Date.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as an Executive to the Company under the Employment Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
- ------------------------ By:
---------------
Address: Its:
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Exhibit 10.6
XENOMICS, INC.
--------------
STOCK OPTION GRANT AGREEMENT
FOR NONSTATUTORY STOCK OPTIONS
Xenomics, Inc., a Florida corporation (the "COMPANY") does hereby grant
to HOVSEP MELKONYAN (the "OPTIONEE"), subject to stockholder approval of an
amendment to the Plan (as defined herein) increasing the number of shares
issuable pursuant to the Plan, an option (the "OPTION"), that is NOT intended to
qualify as an incentive stock option ("ISO") pursuant to Section 422(b) of the
Internal Revenue Code, to purchase shares of the Company's common stock
("STOCK") in the number and subject to terms and conditions of this Stock Option
Grant Agreement (the "GRANT AGREEMENT"), the Company's 2004 Stock Option Plan
(the "PLAN") and the Terms of Option Agreement for Nonstatutory Stock Options
(the "OPTION AGREEMENT"). The provisions of the Plan and the Option Agreement
are incorporated herein by reference, and copies of the Plan and Option
Agreement have been given to Optionee. The following are the general terms of
the Option for shares of Stock ("OPTION SHARES") granted to Optionee by this
Grant Agreement.
The grant date of the Option ("GRANT DATE") is MAY 24, 2005.
The number of Option Shares granted to Optionee is 75,000 shares of
Stock.
The exercise price ("EXERCISE PRICE") at which Optionee can purchase
Option Shares is $2.50 per share.
This Option is not immediately exercisable ("IMMEDIATELY EXERCISABLE").
The first day that Option Shares commence to vest is the Grant Date.
Option Shares shall vest in accordance with the following schedule
("VESTING SCHEDULE"):
25,000 Option Shares shall vest on the first anniversary of the Grant
Date;
25,000 Option Shares shall vest on the second anniversary of the Grant
Date; and
25,000 Option Shares shall vest on the third anniversary of the Grant
Date.
The Option shall expire, and be of no further force or effect, on the
earlier of the tenth anniversary of the Grant Date or, except in the
event of Involuntary Termination, four years after Optionee ceases to
serve as an Executive to the Company under the Employment Agreement.
Net Exercise is available to Optionee.
Special Provisions are not set forth on Schedule A hereto.
The Optionee represents that he/she is familiar with the terms and
provisions of the Option Agreement, including the Unvested Share Repurchase
Option, and hereby accepts this Option subject to all of the terms and
provisions thereof. The Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Board upon any questions
arising under the Option. The Optionee acknowledges receipt of a copy of the
Plan.
OPTIONEE XENOMICS, INC.
- ------------------------ By:
---------------
Address: Its:
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