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 18, 2006
Xenomics,
Inc.
(Exact
name of registrant as specified in its charter)
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Florida
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04-3721895
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(State
or other jurisdiction of
incorporation or organization)
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(IRS
Employer Identification
No.)
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420
Lexington Avenue, Suite 1701
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New
York, New York 10170
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(Address
of principal executive offices)
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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:
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o
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On
April
18, 2006, the Board of Directors of Xenomics, Inc. (the “Company”) amended the
stock option agreement of Christoph Bruening, a former director of the
Company,
to immediately vest an additional 20,000 stock options in addition to the
20,000
stock options currently vested and to lengthen the exercise period of such
vested options to ten (10) years from January 16, 2006 (date of grant).
A copy
of the amended stock option agreement is attached to this Current Report
on Form
8-K as Exhibit 10.1.
| Item 9.01 | Financial Statements and Exhibits |
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(c
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Exhibits.
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| 10.1 | Form of Amended Stock Option Agreement between Xenomics, Inc. and Christoph Bruening dated April 18, 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
20, 2006
| XENOMICS, INC. | ||
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| By: | /s/ L. David Tomei | |
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L.
David Tomei
Chief
Executive Officer
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3
Exhibit
10.1
XENOMICS,
INC.
AMENDED
STOCK OPTION GRANT AGREEMENT
FOR
NONSTATUTORY STOCK OPTIONS
Xenomics,
Inc., a Florida corporation (the “Company”)
hereby
amends as of April 18, 2006 the January 16, 2006 option (the “Option”)
grant
to Christoph
Bruening
(the
“Optionee”),
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
January
16, 2006.
The
number of Option Shares granted to Optionee is 40,000
shares
of Stock.
The
exercise price (“Exercise
Price”)
at
which Optionee can purchase Option Shares is $1.80
per
share.
This
Option shall be immediately vested.
Notwithstanding
Section 6 of the Option Agreement and Section 6.6 of the Plan, this Option
shall
expire, and be of no further force or effect, on the tenth anniversary of the
Grant Date.
Net
Exercise is available to Optionee.
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:_______________ |
| ________________________ |