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):
February 11, 2009
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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 5.02 Departure of Directors or Principal Officers; Election of
Directors; Appointment of Principal Officers; Compensatory
Arrangements of Certain Officers.
On February 11, 2009, the Board of Directors of Xenomics, Inc. (the "Board")
appointed Gary S. Jacob, Ph.D. a director of Xenomics to serve until the next
annual meeting of stockholders and/or until his successor has been duly elected
and qualified. Dr. Jacob was nominated by certain holders of a majority of the
Company's outstanding convertible debentures, pursuant to the January 30, 2009
Forbearance Agreement (the "Agreement") between the Company and its debenture
holders, to serve as the "Debenture Holder Director", as defined in the
Agreement. The Agreement was filed as an exhibit to the Company's report on Form
8-K dated February 4, 2009.
Dr. Jacob has over twenty-five years of experience in the pharmaceutical and
biotechnology industries across multiple disciplines including research &
development, operations and business development. He has served as Chief
Executive Officer and Chief Scientific Officer of Callisto Pharmaceuticals, Inc.
since May 2003. In July 2008, Dr. Jacob was named President and Acting Chief
Executive Officer of Synergy Pharmaceuticals, a development stage company
focused on drugs to treat gastrointestinal disorders and diseases. Dr. Jacob
formerly served as Chief Scientific Officer of Synergy Pharmaceuticals Inc. from
1999 to 2003.
Prior to 1999, Dr. Jacob served as a Monsanto Science Fellow, specializing in
the field of glycobiology, and from 1997 to 1998 was Director of Functional
Genomics, Corporate Science & Technology, at Monsanto Company. Dr. Jacob also
served from 1990 to 1997 as Director of Glycobiology at G.D. Searle
Pharmaceuticals Inc. During the period of 1986 to 1990, he was Manager of the
G.D. Searle Glycobiology Group at Oxford University, England.
Dr. Jacob received his Ph.D. in biochemistry from the University of
Wisconsin-Madison.
Dr. Jacob will serve on the Executive Committee and the Compensation Committee
of the Board and will also serve as the Company's Secretary. The Agreement
provides that the Company's Board will name an additional director to the
Executive Committee, which currently consists of Dr. Kira Sheinerman, who is the
Committee Chairperson, and Dr. Jacob. The Executive Committee, in addition to
its other roles and responsibilities, will be involved with the Company's
currently-ongoing search for a new chief executive officer.
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: February 18, 2009
XENOMICS, INC.
/s/ Gary Anthony
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Gary Anthony
Vice President and Controller