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): February 23, 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
February 23, 2006, V. Randy White, Ph.D., the Chief Executive Officer of
Xenomics, Inc. (the “Company”), left the Company to pursue other interests. As a
result the letter agreement between Dr. White and the Company dated as
of
September 3, 2004 was terminated.
| Item 4.02 | Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. |
On
February 23, 2005, the Company’s
management, after a discussion with the Staff of the Securities and Exchange
Commission regarding accounting comments received in connection with the
filing
of Amendment No. 3 to the Company’s Form SB-2, recommended to the Audit
Committee of the Company, that the Company’s unaudited quarterly financial
statements for the quarterly period ended July 31, 2005 and for the quarterly
period ended October 31, 2005, should no longer be relied upon. The Audit
Committee agreed with the Company’s management and the Company restated these
financial statements to eliminate cumulative expense of $567,085 for the
six and
nine month periods ended July 31, 2005 and October 31, 2005 related to
warrants
issued in connection with a financing transaction on July 13, 2005. On
February
28, 2006, the Company amended its Form 10-QSB for the quarterly period
ended
July 31, 2005 and its Form 10-QSB for the quarterly period ended October
31,
2005 .
The
Company’s management and Audit
Committee reached their conclusions in consultation and with the concurrence
of
the Company’s independent registered public accounting firm, Lazar Levine &
Felix LLP.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On
February 23, 2006, V. Randy White, Ph.D., the Company’s Chief Executive Officer,
left the Company to pursue other interests. As of March 1, 2006, the Company
is
in discussions with Dr. White regarding a severance agreement. The Company
will
make appropriate disclosures if and when an agreement is
executed.
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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: March
1, 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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