Item 1.01
Entry into a Material Definitive Agreement
On December 26, 2007, Xeno Transplants Corporation (“Xeno”)
(formerly Icon Development, Inc.) and American Xeno, Inc. (“AXI”) executed the
Sixth Amendment to the Agreement and Plan of Merger dated as of December 26,
2007 (the “Sixth 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 Xeno’s Current
Report on Form 8-K filed May 9, 2007, by the Second Amendment to the Agreement,
effective May 29, 2007, as reported on Xeno’s Current Report on Form 8-K filed
May 30, 2007, by the Third Amendment to the Agreement, effective June 14, 2007,
as reported on Xeno’s Current Report on Form 8-K filed June 19, 2007, by the
Fourth Amendment to the Agreement effective July 30, 2007, as reported on Xeno’s
Current Report on Form 8-K filed August 3, 2007, and by the Fifth Amendment to
the Agreement effective September 24, 2007, as reported on Xeno’s Current Report
on Form 8-K filed September 26, 2007.
The Sixth Amendment extends the closing date of Xeno’s offering
of units to on or before January 31, 2008.
The foregoing description of the Sixth Amendment does not
purport to be complete and is qualified in its entirety by the provisions of the
Sixth Amendment itself, which is attached hereto as Exhibit 2.1, and is
incorporated herein by reference.
