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Xenomics Announces Board Restructuring

Posted : Tue, 07 Oct 2008 22:12:22 GMT
Author : NJ-XENOMICS
Category : Press Release
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MONMOUTH JUNCTION, N.J. - (Business Wire) Xenomics, Inc. (the Company) (XNOM.PK) announced that at a meeting of the Board of Directors (the Board) of the Company held on October 2, 2008, the Board advised Dr. Gianluigi Longinotti-Buitoni, the Companys Chairman, that it will exercise its put option, to the maximum amount, under the Warrant and Put Option Agreement, originally dated as of November 30, 2006, as amended (the Agreement), between the Company and Dr. Longinotti-Buitoni. Under the Agreement, the Company is requiring Dr. Longinotti-Buitoni to invest up to $1,000,000 in the Company for the purchase of up to 1,818,181 units, each unit consisting of one share of the Companys common stock and one warrant, at a purchase price of $0.55 per unit. Each warrant is exercisable to purchase one share of the Companys common stock at a price of $0.70 per share and expires in November 2012. The purchase of the units by Dr. Longinotti-Buitoni under the terms of the Agreement is not assured as Dr. Longinotti-Buitoni has indicated that he will reply to the Companys put notice by the end of this week.

At the same Board meeting, Dr. Longinotti-Buitoni and the Board agreed that, effective October 3, 2008, Dr. Longinotti-Buitoni would no longer serve in an executive capacity as the Companys Executive Chairman. He will continue to serve as Chairman of the Companys Board of Directors. The Board established an Executive Committee to be chaired by Dr. Kira Sheinerman and constituted with Dr. David Sidransky. It is anticipated that the Executive Committee will meet more frequently than the Board and will act on behalf of the Board between Board meetings to actively exercise oversight responsibility over management and the business and affairs of the Company, and closely monitor the execution of the Companys business plan as defined by the Board. The Committee will focus on managements bringing the Company into an opportune business position and securing long term funding to carry out the companys business plan as it begins to commercialize its technology. At the same time, the Executive Committee will institute a search for a seasoned Chief Executive Officer with experience relevant to the development and marketing of diagnostic products and tests.

At the current time, the Companys financial resources are low and the Company has made a decision to reduce certain laboratory operations. If new capital is not brought into the Company in the near future, the Companys ability to continue as a going concern will be in question. The Company intends to actively work towards improving its financial position and will consider available options to resolve the deficiency and regain the full operational status.

About Xenomics, Inc.

Xenomics is a molecular diagnostics company developing tests based on transrenal nucleic acids and safe, simple urine collection techniques. The Company believes its proprietary technology has a broad range of applications, including prenatal testing, infectious disease detection and tumor detection, among others, and can open significant new markets in the molecular diagnostics field. More information is available on the Company's website, www.xenomics.com.

Forward-Looking Statements

Statements about the Company's expectations, applications of its technology, markets, and other statements that are not historical facts are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and are based on management's current beliefs, assumptions, estimates and projections. Actual results may differ materially from those projected in the forward-looking statements for various reasons, including risks associated with product development, government regulation, market acceptance, dependence on key personnel, obtaining financing and other factors discussed in the Companys periodic reports filed with the Securities and Exchange Commission.

Xenomics, Inc.
Gary Anthony, 732-438-8290
ganthony@xenomics.com


Copyright © 2008 Business Wire. All rights reserved.



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