Xeno Transplants Corp - Current report filing (8-K)
01 April 2008 - 12:04PM
Edgar (US Regulatory)
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):
March 26,
2008
XENO TRANSPLANTS CORPORATION
(Exact name of registrant as specified in its
charter)
000-51698
(Commission File Number)
Nevada
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98-0335119
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(State or other jurisdiction
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(IRS Employer
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of incorporation or organization)
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Identification No.)
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1066 West Hastings Street, Suite 2610, Vancouver, BC,
Canada V6E 3X2
(Address of principal executive offices, including Zip
Code)
(604) 684-4691
Registrants telephone number,
including area code
N/A
(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 (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 1.01
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Entry into a Material Definitive
Agreement
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On March 26, 2008, Xeno Transplants Corporation (Xeno)
(formerly Icon Development, Inc.) and American Xeno, Inc. (AXI) executed the
Eighth Amendment to the Agreement and Plan of Merger dated as of March 26, 2008
(the Eighth 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, 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, by the Fifth Amendment to the
Agreement effective September 24, 2007, as reported on Xenos Current Report on
Form 8-K filed September 24, 2007, by the Sixth Amendment to the Agreement
effective December 26, 2007, and by the Seventh Amendment to the Agreement
effective January 23, 2008, as reported on Xenos Current Report on Form 8-K
filed January 29, 2008.
The Eighth Amendment extends the closing date of Xenos
offering of units to on or before June 1, 2008.
The foregoing description of the Eighth Amendment does not
purport to be complete and is qualified in its entirety by the provisions of the
Eighth Amendment itself, which is attached hereto as Exhibit 2.1, and is
incorporated herein by reference.
Item
9.01
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Financial Statements and Exhibits
.
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SIGNATURES
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.
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XENO TRANSPLANTS CORPORATION
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Date:
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April 1, 2008
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/s/
Wayne Smith
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Wayne Smith
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Chief Financial Officer, Treasurer and
Secretary
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