Item 1.01 Entry
into a Material Definitive Agreement
On September 20, 2007, Xeno Transplants Corporation (Xeno)
entered into a binding letter of intent (the LOI) with CrossCart, Inc.
(CrossCart), pursuant to which Xeno proposes to acquire all of the issued and
outstanding shares of capital stock of CrossCart in a share exchange (the
Acquisition). CrossCart is a privately-held California corporation that has
developed and patented a technology intended to make animal tissues usable for
human applications. Pursuant to the LOI, Xeno will issue a total of 22 million
shares of Xeno common stock to CrossCart stockholders upon exchange and
surrender of such stockholders shares in CrossCart. The Acquisition is subject
to approval by the board of directors of Xeno and CrossCart and the stockholders
of CrossCart, and execution of a definitive acquisition agreement between the
parties.
The LOI provides for the following additional terms of the
Acquisition:
-
All outstanding CrossCart options will be converted into Xeno options;
-
Kevin R. Stone, President of CrossCart, will negotiate terms of a voting
trust in combination with Elliot Lebowitz, Xenos President and Chief
Executive Officer, Pensbreigh Holdings Ltd., a current stockholder of Xeno,
and Valor Invest Ltd., a current stockholder of Xeno, whereby the shares held
by such individuals and entities will be voted together in respect of certain
material transactions and events;
-
CrossCart stockholders will have the right to nominate two directors to the
Xeno board of directors, one of which will be Kevin R. Stone; and
-
The closing of the Acquisition is set to occur on or before November 30,
2007.
The closing of the Acquisition is subject to certain additional
conditions, including, but not limited to:
-
Completion of each partys due diligence of the other party;
-
The absence of any material deterioration of the business or prospects of
either partys business;
-
Payment of $250,000 by Xeno to CrossCart, on or before October 30, 2007,
which deposit is non-refundable and will be converted into an investment in
CrossCart by Xeno in the event the Acquisition does not close; and
-
A further contribution of $2.25 million in operating capital provided by
Xeno to CrossCart on or before the closing date of the Acquisition.
Pursuant to the LOI, CrossCart has agreed that, unless
negotiations concerning the Acquisition are terminated, CrossCart will not
directly or indirectly solicit or entertain offers from, negotiate with or in
any manner encourage, discuss, accept or consider any proposal from any other
person relating to a possible acquisition of CrossCart, acquisition or sale of
all or substantially all of the stock or the assets or business thereof with any
other party or provide any information to any
other party in connection with any such possible sale or disclose
any information where the other party has reason to believe that such information
may be utilized to evaluate a possible sale or other transfer of the assets
or business of CrossCart
The LOI will automatically terminate if execution of a definitive
acquisition agreement between the parties has not occurred by November 15, 2007,
unless such deadline is extended in writing by the parties.
The foregoing description of the LOI does not purport to be complete
and is qualified in its entirety by the provisions of the LOI itself, which
is attached hereto as Exhibit 10.1, and is incorporated herein by reference.
On September 26, 2007, Xeno issued a press release reporting the execution of
the LOI. The press release is furnished as Exhibit 99.1 and is attached hereto.
On September 24, 2007, Xeno (formerly Icon Development, Inc.)
and American Xeno, Inc. (AXI) executed the Fifth Amendment to the
Agreement and Plan of Merger dated as of September 24, 2007 (the Fifth
Amendment), to amend the Agreement and Plan of Merger dated April 24,
2007 (the Agreement), by and among Icon Development, Inc., Icon
Acquisition Corporation (Merger Sub), AXI, and the stockholders
of AXI, which set forth the terms and conditions pursuant to which Merger Sub
was merged with and into AXI (the Merger). The Agreement was previously
amended by the First Amendment to the Agreement, effective May 1, 2007, as reported
on Xenos Current Report on Form 8-K filed May 9, 2007, by the Second Amendment
to the Agreement, effective May 29, 2007, as reported on Xenos Current
Report on Form 8-K filed May 30, 2007, by the Third Amendment to the Agreement,
effective June 14, 2007, as reported on Xenos Current Report on Form 8-K
filed June 19, 2007, and by the Fourth Amendment to the Agreement effective
July 30, 2007, as reported on Xenos Current Report on Form 8-K filed August
3, 2007.
The Fifth Amendment alters the terms of the warrants attached
to the private placement of units whereby each unit will include one full
warrant to purchase one share of common stock at a price of $1.00, exercisable
for two years from the date of closing the private placement. The units formerly
included one-half warrant to purchase one share of common stock at a price of
$2.00, exercisable for 18 months from the date of closing the private placement.
The Fifth Amendment also extends the closing date of Xenos offering of units to
on or before December 31, 2007.
The foregoing description of the Fifth Amendment does not
purport to be complete and is qualified in its entirety by the provisions of the
Fifth Amendment itself, which is attached hereto as Exhibit 2.1, and is
incorporated herein by reference.