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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):
JUNE 20, 2008
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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))
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ITEM 2.04 TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A DIRECT FINANCIAL
OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT.
On June 20, 2008, Xenomics, Inc. (the "Company") received a notice of default
and a notice of conversion from a holder (the "Debenture Holder") of a 6%
convertible debenture due November 14, 2008 (the "Debenture" or "Debentures").
The conversion notice is for 187,282 shares of the Company's common stock upon
conversion of the outstanding Debenture having an original principal amount of
$55,000 plus accrued interest and other amounts owing under the Debenture.
As discussed in the Company's Form 8-K dated February 28, 2008, the Company is
seeking to restructure the debt owed to holders of the Debentures who are owed
$2,225,500 in principal, plus interest and penalties, following various possible
events of default and covenant breaches. Upon the occurrence of certain events
of default under the Debentures, including events of default under the
transaction documents related to the purchase of the Debentures, the full
purchase amount of the Debentures, together with interest and other amounts
owing, become immediately payable.
The notice from the Debenture Holder claimed the following defaults:
o The Company's stock was removed from quotation on the OTCBB;
o The Company failed to file a registration statement under the Securities
Act of 1933 covering the shares of common stock issuable upon the
conversion of the Debenture; and
o The Company failed to pay interest on the Debenture when due.
However, rather than seeking payment of the principal amount and penalties under
the Debenture, the Debenture Holder requested conversion of the mandatory
default amount under the Debenture, amounting to 130% of the principal amount,
or $71,500, plus interest and liquidated damages, amounting to $22,141 into
shares of the Company's common stock at $.50 a share. Under the Debentures, in
the event of default interest accrues at the rate of 18% per year. Furthermore,
in connection with the issuance of its Debentures, the Company entered into a
Registration Rights Agreement with each purchaser of the Debentures. As a result
of the Company's failure to register the shares of common stock issuable under
the Debentures, a maximum of 24% of the original amount under the Registration
Rights Agreement is due as liquidated damages.
The Company is in the process of negotiating a Forbearance Agreement with the
majority of the Debenture holders. In addition, the Company will also seek a
similar arrangement with the balance of the Debenture holders.
The Company believes that the failure of Company to negotiate a satisfactory
Forbearance Agreement with some or all of the Debenture holders could have a
material adverse affect on the Company.
FORWARD LOOKING STATEMENTS
Some of the statements in this Form 8-K constitute "forward-looking statements"
within the meaning of the United States Private Securities Litigation Reform Act
of 1995. These statements are based on our current expectations, estimates and
projections. Words such as "will," "expects," "believes" and similar expressions
are used to identify these forward-looking statements. The forward-looking
statements in this Form 8-K include, without limitation, statements about
claimed defaults with respect to the Company's debentures and potential
consequences. These statements are only predictions and as such are not
guarantees of future performance and involve risks, uncertainties and
assumptions that are difficult to predict. Forward-looking statements are based
upon assumptions as to future events or our future financial performance that
may not prove to be accurate. Actual outcomes and results may differ materially
from what is expressed or forecast in these forward-looking statements,
including an adverse court determination, changes in law, rules or regulations
and other actions of parties adverse to the Company in regard to its rights
under its outstanding debt obligations. As a result, these statements speak only
as of the date they were made, and the Company undertakes no obligation to
publicly update or revise any forward-looking statements, whether as a result of
new information, future events or otherwise.
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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.
XENOMICS, INC.
Date: July 14, 2008 By: /s/ Gianluigi Longinotti-Buitoni
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Gianluigi Longinotti-Buitoni
Executive Chairman
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