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): December 1, 2005
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
December 1, 2005, the Board of Directors of Xenomics, Inc., a Florida
corporation ("Xenomics"), pursuant to a unanimous written consent of the Board
of Directors elected John Brancaccio, 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.
Mr.
Brancaccio currently serves as the Chief Financial Officer of Accelerated
Technologies, Inc., an accelerator for the development of medical device
companies, and on the boards of Callisto Pharmaceuticals, Inc., Alfacell
Corporation, and FermaVir Pharmaceuticals, Inc. He formerly was acting Chief
Financial Officer and Treasurer of Memory Pharmaceuticals
Corporation.
On
December 1, 2005, Dr. Thomas Adams resigned from the Board of Directors of
Xenomics for personal reasons.
Item
9.01 Financial
Statements and Exhibits
|
(c)
|
Exhibits.
|
||
|
99.1
|
Press
Release dated December 6,
2005.
|
||
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:
December 7,
2005
| XENOMICS, INC. | ||
| |
|
|
| By: | /s/ V. Randy White | |
|
|
||
|
V.
Randy White, Ph.D.
Chief
Executive Officer
|
||
3
Xenomics
Names Key Pharmaceutical Industry Executive John Brancaccio to Board of
Directors and to Audit Committee
Seasoned
Financial and Biotechnology Professional Brings Experience in Commercialization
of New Technologies
NEW
YORK--(BUSINESS WIRE)--Dec. 6, 2005--Xenomics, Inc. (OTCBB:XNOM
-
News;
FWB:XE7), a developer of next-generation medical DNA technologies, today
announced its dual appointment of veteran biotechnology industry and financial
professional John Brancaccio to serve on both its Board of Directors and as
Chairman of the Company's Audit Committee.
Mr.
Brancaccio brings Xenomics seasoned experience in senior management positions
in
a number of pharmaceutical and biotechnology companies. He has served as chief
financial officer and treasurer of public and private companies. Mr. Brancaccio
currently serves as the Chief Financial Officer of Accelerated Technologies,
Inc., an accelerator for the development of medical device companies, and on
the
boards of Callisto Pharmaceuticals (OTCBB:KAL
-
News)
and
Alfacell Corporation and FermaVir Pharmaceuticals. He formerly was acting Chief
Financial Officer and Treasurer of Memory Pharmaceuticals Corporation, and
has
served in a rich variety of other executive financial capacities over the course
of his career.
"Mr.
Brancaccio has a long and distinguished record of contributing to the
development of cutting-edge companies and their commercial biopharmaceutical
successes, and we anticipate that his financial stewardship and expertise will
be equally valuable to Xenomics, particularly at this crucial time of our
Company's growth," said Dr. Randy White, CEO of Xenomics. "As a financial
executive, he has distinguished himself over many years in the pharmaceutical
and biotechnology industries, including as a participant in initial public
offerings and negotiating licensing and development agreements. We're pleased
to
welcome John both to our Board of Directors, and as the new chairman of the
Audit Committee."
Mr.
Brancaccio will be replacing Dr. Thomas Adams on the Board of Directors, who
resigned from the Board for personal reasons on December 1, 2005.
Xenomics
is developing breakthrough medical diagnostic technology to enable the detection
of important information using safe, simple and affordable DNA analysis that
can
be collected through noninvasively obtained urine samples. This proprietary
platform, based on the collection of so-called Transrenal DNA (Tr-DNA), could
foster fundamental improvement in the field of conventional molecular
diagnostics, currently a $1.5 billion segment of the healthcare industry.
Xenomics'
noninvasive technology provides numerous advantages over currently available
invasive and potentially harmful collection methods that require blood or tissue
sampling. The Company intends to commercialize diverse Tr-DNA testing
applications for the purpose of detecting or monitoring infectious diseases,
including AIDS and tuberculosis, and for prenatal genetic testing, including
gender determination, Rh incompatibility and Down syndrome.
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 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 information, please visit
http://xenomics.com.
For
more investor-specific information, including daily and historical Company
stock
quote data and recent news releases, please visit http://www.trilogy-capital.com/tcp/xenomics.
To
read or download the Company's Investor Fact Sheet visit http://www.trilogy-capital.com/tcp/xenomics/factsheet.html.
To
view an online video about Xenomics technology and products, visit http://www.trilogy-capital.com/tcp/xenomics/video.html.
A TV
news report about the Company's next-generation prenatal tests can be viewed
at
http://www.trilogy-capital.com/tcp/xenomics/ny1_video.html.
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 the
periodic reports of Xenomics, as filed with the Securities and Exchange
Commission, 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.
Randy
White, 212-297-0808
or
Trilogy
Capital Partners, Inc. (Financial Communications)
Paul
Karon, 800-592-6067
paul@trilogy-capital.com