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): April 4, 2006
Xenomics,
Inc.
(Exact
name of registrant as specified in its charter)
|
Florida
|
04-3721895
|
|||
|
(State
or other jurisdiction of
incorporation or organization)
|
(IRS
Employer 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:
|
o
|
Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
|
|
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
|
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
|
On
April 4, 2006, the Board of Directors of Xenomics, Inc., a Florida
corporation ("Xenomics"), pursuant to a regularly scheduled Board
of
Directors meeting appointed Colin J. Foster, a director of Xenomics
to
serve until the next annual meeting of the stockholders of Xenomics
and/or
until his successor has been duly elected and qualified.
Since
December 2004, Mr. Foster has been a consultant and has been active
as a
board member of the University of New Haven. From April 2002 to
December
2004, Mr. Foster was President and Chief Executive Officer of Bayer
Pharmaceuticals Corporation, and Regional Head, North American
Pharmaceuticals, part of Bayer AG. In addition, Mr. Foster was
United
Kingdom/Ireland Region Head, Diagnostics Division of Bayer AG from
June
1999 to April 2002.
|
| Item 9.01 | Financial Statements and Exhibits |
|
(c)
|
Exhibits.
|
| 99.1 Press Release dated April 5, 2006. |
2
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: April
7, 2006
| XENOMICS, INC. | ||
| |
|
|
| By: | /s/ L. David Tomei | |
|
|
||
|
L.
David Tomei
Chief
Executive Officer
|
||
3
Exhibit
99.1
Xenomics
Appoints Former Bayer Pharmaceuticals CEO and President Colin J. Foster to
its
Board of Directors
Foster
to Bring Product Development, Commercialization, and International Perspectives
to Xenomics
NEW
YORK--(BUSINESS WIRE)--April 5, 2006--Xenomics, Inc. (OTCBB:XNOM
-
News;
FWB:XE7), a developer of next-generation DNA diagnostic technologies, has
appointed Colin J. Foster, former CEO and President of Bayer Pharmaceuticals
Corporation & Regional Head of North American Pharmaceutical Operations, to
its Board of Directors.
Mr.
Foster brings broad experience and success in numerous areas of the
multibillion-dollar biotechnology and pharmaceutical industry, with an extensive
background in the commercialization and development of diagnostics. In addition
to Bayer, Mr. Foster has held a variety of executive positions during his career
with the global pharmaceutical company Sandoz.
While
serving as Bayer President and CEO, Mr. Foster directed a 3,500-person
organization with $2 billion in sales for North America which, under his
leadership during 2002 through 2004, exceeded financial targets each year.
Additionally, he oversaw the significant evolution of Bayer's US Pharmaceutical
business including its notable strategic alliance with Schering Plough in 2004.
Mr.
Foster has also served as Region Head of Bayer's Diagnostics Division in the
United Kingdom and Ireland as well as Vice President of Marketing for the
Diagnostics Division in the United States. In those roles he focused commercial
efforts on markets with the greatest profit potential, increased sales of core
products and doubled the rate of growth of the business.
As
a
member of the Xenomics Board of Directors, Mr. Foster will help guide Xenomics
in the commercialization of its revolutionary, patented Transrenal-DNA (Tr-DNA)
platform. Xenomics intends to use its Tr-DNA technology to develop breakthrough
medical testing products for the detection and monitoring of diverse diseases
and conditions, including prenatal genetic conditions, HIV, tuberculosis,
malaria and others.
"As
a
top biotechnology executive and leader, Colin brings Xenomics the experience
and
the vision necessary to transform technology into successful medical products"
said Dr. L. David Tomei, CEO of Xenomics. "To have an executive of Colin's
stature joining our board is a powerful endorsement of the incredible promise
of
our transrenal DNA technology platform which has the potential to significantly
improve health care for millions of people all over the world."
"Xenomics'
Tr-DNA technology provides a number of important advantages over current
invasive medical DNA and diagnostic methodologies. The Company has created
technology that can lead to very real advances in the diagnostics segment of
the
health care industry," said Mr. Foster. "It is exceptionally exciting to have
the opportunity to help the Xenomics team develop this technology into
applications that I believe have the potential to become breakthrough commercial
products."
About
Xenomics, Inc.
Xenomics
is a molecular diagnostic company that focuses on the development of DNA-based
tests using Transrenal DNA (Tr-DNA). Xenomics' patented technology uses safe
and
simple urine collection and can be applied to a broad range of applications,
including prenatal testing, tumor detection and monitoring, tissue
transplantation, infectious disease detection, genetic testing for forensic
identity determination, drug development, and research to counter bioterrorism.
Scientists from Xenomics were the first to report that fragments of DNA from
normal cell death cross the kidney barrier and can be detected in urine. The
Company believes that its technology will open significant new markets in the
molecular diagnostics field. Xenomics has three issued U.S. patents covering
different applications of
1
the
technology for molecular diagnostics and genetic testing and a corresponding
allowed European patent for the Company's prenatal testing applications. The
Company has organized a joint venture to conduct research on infectious disease
detection with the National Institute for Infectious Diseases (Istituto
Nazionale per la Malattie Infettive "Lazarus Spallanzani") in Rome, in the
form
of a new R&D company called SpaXen Italia, S.R.L. For more investor-specific
information, including daily and historical Company stock quote data, recent
news releases and an Investor Fact Sheet, please visit http://www.trilogy-capital.com/tcp/xenomics.
Xenomics is also listed on the Frankfurt Stock Exchange under the symbol XE7.
Forward-Looking
Statements
Certain
statements made in this press release are forward looking. Such statements
are
indicated by words such as "expect," "might," "should," "anticipate" and similar
words indicating uncertainty in facts and figures. Although Xenomics believes
that the expectations reflected in such forward-looking statements are
reasonable, it can give no assurance that such expectations reflected in such
forward-looking statements will prove to be correct. As discussed in Xenomics'
Form SB-2 as filed with the Securities and Exchange Commission on March 15,
2006,, actual results could differ materially from those projected in the
forward-looking statements as a result of the following factors, among others:
uncertainties associated with product development, the risk that Xenomics will
not obtain approval to market its products, the risk that Xenomics' technology
will not gain market acceptance, the risks associated with dependence upon
key
personnel, and the need for additional financing.
Contact:
Xenomics,
Inc.
L.
David Tomei, 212-297-0808
or
Trilogy
Capital Partners, Inc. (Financial Communications)
Paul
Karon, 800-592-6067
paul@trilogy-capital.com
2