UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):
October 8, 2008
----------
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 2.04 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
On October 8, 2008, Xenomics, Inc. (the "Company"), entered into a Promissory
Note (the "Note"), in which the Company borrowed from Dr. Kira Sheinerman the
principal amount of $120,000. Principal is due on the Note one year from the
date of the loan. The Note does not bear interest and has no prepayment penalty
or cross-default provisions. Dr. Sheinerman is a director of the Company. The
transaction was approved by the Company's Board of Directors, with Dr.
Sheinerman abstaining.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
10.1Unsecured Promissory Note
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: October 14, 2008 By: /s/ Gary Anthony
-------------------------
Gary Anthony
Vice President and Controller
Exhibit 10.1
UNSECURED PROMISSORY NOTE
$120,000.00
1. FOR VALUE RECEIVED, the undersigned, XENOMICS, INC., , having an
address at One Deer Park Drive, Suite F, Monmouth Junction, New Jersey 08852
(such entity, its successors and assigns, the "Maker") promises to pay to the
order of KIRA SHEINERMAN, having an address at 1270 Fifth Avenue, Suite 11H, New
York, New York 10029 (the "Holder"), at the principal address of the Holder, or
at such other place as may be designated in writing by the holder of this Note,
the principal sum of One Hundred Twenty Thousand and 00/100 DOLLARS
($120,000.00), in lawful money of the United States of America, on October 7,
2009 (the "Maturity Date").
2. The Maker agrees to perform and comply with each of the terms,
covenant and provisions contained in this Note on the part of Maker to be
observed and performed. The Maker agrees to pay all costs of collection,
including, without limitation, attorneys' fees and disbursements (which costs,
shall be added to the amount due under this Note and shall be receivable
therewith), in case the unpaid principal balance of this Note or any payment of
principal hereon is not paid when due, whether suit be brought or not.
3. Maker hereby waives presentment and demand for payment, notice of
dishonor, protest and notice of protest of this Note. No extension of time for
payment of this Note, or any installment hereof, and no alteration, amendment or
waiver of any provision of this Note made by agreement between the Holder and
any other person or party shall release, discharge, modify, change or affect the
liability of the Maker under this Note.
4. This Note shall be governed by and interpreted in accordance with
the laws of the State of New York or the laws of the state where the property
described in the Mortgage securing this Note is located, at the option of the
holder hereof.
5. This Note and the obligation of the Maker to pay the indebtedness
evidenced hereby is unsecured and subordinate to the indebtedness of the Maker's
debenture holders.
6. This Note may be prepaid in whole or in part upon a minimum of five
(5) days' prior notice to Holder, by check or by federal funds wire transfer at
the option of Holder.
7. All notices and all other communications with respect to this Note
shall be directed to the address first set forth above, with a copy of all
notices to Maker, to be sent to: Ted D. Rosen, Esq., Herrick, Feinstein LLP, 2
Park Avenue, New York, New York 10016. All notices shall be in writing and shall
be (a) hand-delivered, effective upon receipt, (b) sent by United States Express
Mail or by private overnight courier, effective upon receipt, or (c) served by
certified mail, to the appropriate address set forth above, or at such other
place as the Maker or Holder, as the case may be, may from time to time
designate in writing by ten (10) days' prior written notice thereof. Any such
notice or demand which is served by certified mail, return receipt requested,
shall be deposited in the United States mail, with postage thereon fully prepaid
and addressed to the party so to be served at its address above stated or at
such other address of which said party shall have theretofore notified in
writing, as provided above, the party giving such notice. Service of any such
notice or demand so made shall be deemed effective on the day of actual delivery
as shown by the addressee's return receipt or the expiration of three (3)
business days after the date of mailing, whichever is the earlier in time.
8. This Note may only be modified, amended, changed or terminated by an
agreement in writing signed by the Holder and the Maker. No waiver of any term,
covenant or provision of this Note shall be effective unless given in writing by
the Holder and if so given by the Holder shall only be effective in the specific
instance in which given.
9. The Maker acknowledges that this Note and the Maker's obligations
under this Note are and shall at all times continue to be absolute and
unconditional in all respects, and shall at all times be valid and enforceable
irrespective of any other agreement or circumstances of any nature whatsoever
which might otherwise constitute a defense to this Note and the obligations of
any other person or party relating to this Note or the obligation of the Maker
under this Note and the obligations of Maker hereunder. This Note sets forth the
entire agreement and understanding of the Holder and the Maker, and the Maker
absolutely, unconditionally and irrevocably waives any and all right to assert
any defense, setoff, counterclaim or crossclaim of any nature whatsoever with
respect to this Note or the obligations of the Maker under this Note or the
obligation of any other person or party relating to this Note or the obligations
of Maker hereunder in any action or proceeding brought by the Holder to collect
the indebtedness evidenced hereby, or any portion thereof. The Maker
acknowledges that no oral or other agreements, understandings, representations
or warranties exist with respect to this Note or with respect to the obligations
of the Maker under this Note, except those specifically set forth in this Note.
10. No delay on the part of the Holder in exercising any right or
remedy under this Note or failure to exercise the same shall operate as a waiver
in whole or in part of any such right or remedy. No notice to or demand on the
Maker shall be deemed to be a waiver of the obligation of the Maker or of the
right of the Holder to take further action without further notice or demand as
provided in this Note.
11. The Maker agrees to submit to personal jurisdiction in the State of
New York in any action or proceeding arising out of this Note and, in
furtherance of such agreement, the Maker hereby agrees and consents that without
limiting other methods of obtaining jurisdiction, personal jurisdiction over
Maker in any such action or proceeding may be obtained within or without the
jurisdiction of any court located in New York and that any process or notice of
motion or other application to any such court in connection with any such action
or proceeding may be served upon the Maker by registered or certified mail to or
by personal service at the last known address of the Maker, whether such address
be within or without the jurisdiction of any such court.
12. The Maker represents that the Maker has full power, authority and
legal right to execute and deliver this Note and that the indebtedness evidenced
hereby constitutes a valid and binding obligation of the Maker.
13. The Maker hereby irrevocably and unconditionally waives, and the
Holder by its acceptance of this Note irrevocably and unconditionally waives,
any and all right to trial by jury in any action, suit or counterclaim arising
in connection with, out of or otherwise relating to this Note.
14. Holder represents that she has been represented by her own separate
and independent legal counsel in connection with this transaction and has had
the opportunity to ask any questions of management of Maker and receive all
requisite information to make the loan hereunder.
Dated: October 7, 2008
Witness/Attest XENOMICS, INC.
__/s/David J. Robbins______ By: _/s/ Gary Anthony_____________
Gary Anthony, Vice President
and Controller