UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DCD.C. 20549

________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~The~~Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): November 21, 2012 (November 20, 2012)

Date of Report (Date of earliest event reported)

September 10, 2012

________________________________

Znomics, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-136372	52-2340974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

301 Carlson Parkway, Suite 103

301 Carlson Parkway, Suite 103 Minneapolis, MN	55305
(Address of principal executive offices)	(Zip Code)

~~Minneapolis~~(952) 253-6032 (Registrant’s telephone number, ~~MN 55305~~including area code)

(~~Address~~Former ofname ~~principal~~or ~~executive~~former ~~offices,~~address ~~including~~since ~~zip~~last ~~code~~report)

~~(952)~~Check ~~253~~the appropriate box below if the Form 8-~~6032~~K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

(Registrant’s telephone number, including area code)

Not applicable

(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. Entry into a Material Definitive Agreement.

~~Merger~~On November 20, 2012, Znomics, Inc. (the "Company") entered into a Termination Agreement (the "Termination Agreement") with iScience Interventional Corporation ("iScience"), a privately held company incorporated in Delaware, and IZ Merger Corp. ("Merger Sub"), a Delaware corporation and a wholly-owned subsidiary of the Company (collectively, the "Parties"), pursuant to which the Company and iScience terminated an Agreement and Plan of Merger, dated September 10, 2012, by and among the Parties (the "Merger Agreement"). Effective immediately, the Termination Agreement terminates the Merger Agreement pursuant to Section 8.1(g) of the Merger Agreement, which permits termination by either party if the closing thereof did not occur prior to November 15, 2012 (the "Termination").

OnAs ~~September~~a ~~10,~~result ~~2012,~~of ~~Znomics~~the Termination, ~~Inc. (~~the ~~“Company”)~~Termination ~~entered into an~~ Agreement ~~and~~provides ~~Plan~~that ~~of Merger~~ (i) the “Merger Agreement”) ~~with~~will ~~iScience~~become ~~Interventional~~void ~~Corporation (“iScience”), a privately held company incorporated in Delaware,~~ and IZhave ~~Merger~~no ~~Corp.~~effect, aexcept ~~Delaware~~for ~~corporation~~certain ~~and~~provisions athat ~~wholly-owned~~will ~~subsidiary~~survive of the ~~Company (“Merger Sub”)~~Termination, ~~pursuant~~including tothe ~~which~~definitions, ~~Merger~~general ~~Sub~~provisions, ~~subject~~and tosections ~~certain~~governing ~~conditions~~termination ~~contained~~and ~~in the Merger Agreement~~expenses, ~~will merge with~~ and ~~into~~(ii) ~~iScience~~the ~~and~~Parties ~~iScience~~ will ~~become~~not abe ~~wholly-owned~~liable ~~subsidiary~~for ofany ~~the~~breach ~~Company~~under ~~(the~~any ~~“Merger”). Upon~~provision ~~completion~~ of the Merger, ~~each~~Agreement ~~outstanding~~if ~~share~~such ofbreach ~~iScience~~occurred ~~common~~prior ~~stock,~~to ~~and~~the ~~each~~Termination. ~~security~~In ~~convertible into iScience common stock~~addition, ~~will~~the ~~automatically~~Parties ~~convert~~agree ~~into~~that ~~the~~each ~~right~~will toredeliver ~~receive~~all adocuments ~~number~~and ofmaterials ~~shares~~ of the ~~Company’s~~other ~~common~~party ~~stock,~~related ~~or, as applicable, securities convertible into the Company’s common stock, such that, after giving effect~~ to the ~~Merger,~~transactions ~~the~~contemplated ~~holders~~by ~~of iScience capital stock immediately prior to~~ the Merger ~~will hold~~Agreement, inincluding ~~the~~such ~~aggregate~~memoranda, ~~97.5%~~notes, oflists, ~~the~~records ~~total~~or ~~number~~other ofwork ~~shares~~papers ofderived ~~the~~from ~~Company’s~~such ~~common stock on a fully-diluted basis~~material.

~~iScience~~ The isTermination aAgreement ~~medical~~contains ~~device~~customary ~~company~~representations ~~that specializes in the research, development, manufacturing~~ and ~~commercialization~~warranties ofby ~~micron-sized~~Znomics ~~catheters~~ and ~~access~~iScience ~~devices.~~with ~~Its~~respect ~~technology is used in site-specific treatments for sight threatening diseases of the eye. The novelty of its technology is that it enables access~~ to ~~key~~their ~~structures~~businesses ~~within the eye that have previously been inaccessible. These complex access devices are only the size of several human hairs (250-400 microns in diameter)~~ and ~~can~~authority ~~deliver~~to ~~devices,~~act ~~drugs~~pursuant ~~and biologics directly~~ to the ~~site~~Termination ofAgreement. ~~compromised~~Either orparty ~~diseased~~may ~~structures~~issue ~~within~~a ~~the~~press ~~front~~release ~~and~~after the ~~back~~date of the ~~eye.~~Termination ~~iScience’s~~Agreement ~~products~~announcing are enabling treatments for multiple ophthalmic sight-threatening diseases, such as open angle glaucoma, geographic atrophy, diabetic macular edema, diabetic retinopathy, retinal vein occlusion and uveitis. Clinical trials demonstrate that these innovative site-specific treatments have the ~~potential~~Termination ~~to achieve unprecedented improvements in clinical outcomes for patients~~ with ~~sight-threatening~~the ~~diseases. Upon~~prior ~~completion~~consent of the ~~Merger,~~other ~~the Company will adopt~~party, ~~and~~which ~~thereafter~~may not be ~~engaged~~unreasonably inwithheld, ~~the~~delayed ~~business~~or ~~of iScience~~conditioned.

~~Conditions~~The toforegoing descriptions of the Termination Agreement and Merger Agreement are not complete and are qualified in their entirety by the terms and conditions of the full text of the Termination Agreement, attached hereto as Exhibit 10.1, and the Merger Agreement, filed as an exhibit to the Company's Current Report on Form 8-K filed on September 10, 2012, and are incorporated herein by this reference.

~~Pursuant~~Item ~~to the Merger Agreement, the Company agreed to reincorporate under Delaware law and combine its outstanding common stock at a ratio to be determined with the consent of iScience~~1.02 Termination In addition, the Company agreed that it will effect amendments to the outstanding Secured Promissory Notes, which were issued on June 1, 2011, June 1, 2012 and August 22, 2012 and have an aggregate principal amount of ~~$125,000~~a ~~(the~~Material ~~“Company~~Definitive Notes”), in order to eliminate the security interest granted by the Company thereunder and to extend the repayment of such notes until the earlier to occur of (i) the closing of the Merger, provided iScience raises at least $12 million in equity financing at such time, (ii) the closing of the Company’s next equity financing completed after the Merger, provided that the aggregate gross proceeds from such financing, together with the proceeds from any financing completed by iScience after the execution of the Merger Agreement ~~are at least $14 million, or (iii) the fourth anniversary of the closing date of the Merger~~. The Company has also agreed to terminate its Engagement Agreement and its Registration Rights Agreement, each dated February 10, 2010, with Cherry Tree & Associates, LLC (“Cherry Tree”), or certain individuals and entities who have relationships with Cherry Tree.

~~The~~On ~~Merger~~November ~~Agreement~~20, ~~contains~~2012, ~~customary representations and warranties by Znomics and iScience with respect to their businesses and~~ the ~~transactions contemplated by the~~ Merger Agreement~~. Closing~~ ofwas ~~the~~terminated ~~Merger is conditioned on, among other things, accuracy of such representations and warranties, approval thereof~~ by the ~~requisite~~Company ~~number of iScience stockholders~~ and ~~holders of no more than two percent of the~~ iScience ~~voting~~pursuant ~~stock~~to ~~exercising~~a ~~their~~provision ~~appraisal rights under Delaware law. In addition, the closing~~ of the Merger is conditioned on iScience having received at least $8.0 million in gross proceeds, and at least $6.7 million dollars in net proceeds, in connection with an equity financing, and on a recapitalization by iScience of all its outstanding capital stock and conversion of certain convertible securities into shares of iScience common stock. The Merger Agreement ~~may~~that bepermitted ~~terminated for certain reasons, including by~~ either party to terminate if the closing thereof ~~does~~had not ~~occur~~occurred ~~prior~~as toof November 15, 2012. ~~The Merger Agreement also contains other customary terms and provisions as are common in similar agreements.~~

~~Other~~The ~~Information~~information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated into this Item 1.02 by reference.

AItem ~~copy of the Merger Agreement is attached hereto as Exhibit 2~~9.1.01 Financial ~~The~~Statements ~~description of the Merger Agreement herein is not complete~~ and ~~is qualified by the terms of the full text of such agreement attached hereto and the terms thereof are incorporated herein by reference thereto~~Exhibits.

(d) Exhibits: The ~~representations~~following ~~made~~exhibits ~~by the Company and iScience in the Merger Agreement were made as of the date thereof in connection with negotiating the contract,~~ are ~~subject~~filed ~~to qualifications and limitations agreed to by the parties, may have been used for purposes of allocating risk between the parties rather than for the purpose of establishing matters~~ as ~~facts,~~part ~~and should not be relied upon as though such representations were made to any security holders~~ of ~~the~~this ~~Company or iScience.~~report:

None of the securities issued by the Company in the Merger or by iScience in any contemplated equity financing will be or have been registered under the Securities Act. Such securities may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

Exhibit
Number		Description
2.1		Agreement and Plan of Merger dated September 10, 2012, among Znomics, Inc., iScience Interventional Corporation and IZ Merger Corp.*
10.1		Termination Agreement dated November 20, 2012, among Znomics, Inc., iScience Interventional Corporation and IZ Merger Corp.
*		Filed as an exhibit to the Company's Current Report on Form 8-K, as filed with the SEC on September 10, 2012 and incorporated herein by this reference.

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

(a) Financial statements: None.

(b) Pro forma financial information: None.

(d) Exhibits:

2.1 Agreement and Plan of Merger dated September 10, 2012, among Znomics, Inc., iScience Interventional Corporation and IZ Merger Corp.*

* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.

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.

~~Dated: September 10~~ ZNOMICS, ~~2012~~INC.

ZNOMICS, INC. /s/ David G. Latzke David G. Latzke Chief Financial Officer

Date: November 21, 2012	By:	/s/ David G. Latzke
		David G. Latzke
		Chief Financial Officer

EXHIBIT INDEX

Znomics, Inc.

Form 8-K Current Report

Exhibit
Number		Description
2.1		Agreement and Plan of Merger dated September 10, 2012, among Znomics, Inc., iScience Interventional Corporation and IZ Merger Corp.*
		* Schedules and exhibits omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Commission upon request.

Filing Compare · Znomics, Inc.