Item  1.01. Entry into a Material Definitive Agreement.

Item 1.01. Entry into a Material Definitive Agreement.

     On September 21, 2007, Xenonics Holdings, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase Agreement and a Registration Rights Agreement with Gemini Master Fund, Ltd. (“Gemini”) and the additional purchasers listed on the signature pages of the Securities Purchase Agreement (including Gemini, referred to below collectively as the “Purchasers” or individually as a “Purchaser”). Pursuant to the Securities Purchase Agreement, on September 21, 2007 and in exchange for an aggregate cash payment of $2,050,000 from the Purchasers, (1) the Company agreed to issue to the Purchasers an aggregate of 1,025,000 shares of the Company’s common stock upon approval of the American Stock Exchange, and (2) the Company issued to the Purchasers “A Warrants” to purchase an aggregate of 307,500 shares of the Company’s common stock at an exercise price of $2.75 per share and “B Warrants” to purchase an aggregate of 307,500 shares of the Company’s common stock at an exercise price of $3.25 per share. The A and B Warrants are each fully vested and are exercisable over a five-year period, provided that a B Warrant is not exercisable until a Purchaser has fully exercised its A Warrant. Pursuant to the Registration Rights Agreement, the Company agreed to file with the Securities and Exchange Commission (the “SEC”) a registration statement covering the resale of all of the shares of common stock that are issuable to the Purchasers under the Securities Purchase Agreement. Issuance to the Purchasers of the shares of common stock subject to the A and B Warrants is also subject to the approval of the American Stock Exchange. Copies of the Securities Purchase Agreement, the Registration Rights Agreement, and the form of A and B Warrants are filed as Exhibits 10.1, 10.2, and 10.3, respectively, to this Current Report on Form 8-K and are incorporated herein; the summary of these documents set forth above is qualified by reference to such exhibits.

     On September 21, 2007, the Company advised Granite Financial Group, Inc. (“Granite”) that, as compensation for Granite’s services as placement agent in connection with the Securities Purchase Agreement, the Company will issue to Granite (1) 164,000 shares of the Company’s common stock, (2) an “A Warrant” to purchase 49,200 shares of the Company’s common stock, and (3) a “B Warrant” to purchase 49,200 shares of the Company’s common stock. The A and B Warrants to be issued by the Company to Granite will have the same terms as the A and B Warrants that the Company issued to the Purchasers. Issuance to Granite of the shares of common stock described in this paragraph is subject to the approval of the American Stock Exchange. The Company intends to include the 262,400 shares of common stock that are issuable to Granite on the registration statement that the Company will file with the SEC with respect to the shares of Company common stock issuable to the Purchasers under the Securities Purchase Agreement. A copy of the form of A and B Warrants to be issued to Granite is filed as Exhibit 10.4 to this Current Report on Form 8-K and is incorporated herein; the summary of such document set forth above is qualified by reference to Exhibit 10.4.

Item 3.02. Unregistered Sales of Equity Securities.

     Reference is made to Item 1.01 of this Current Report on Form 8-K for a description of the Company’s issuance of shares of its common stock and A and B Warrants to purchase shares of its common stock. The Company’s issuance of the common stock, the A and B Warrants, and the common stock issuable upon exercise of the A and B Warrants is exempt from registration under the Securities Act of 1933 by reason of the exemption provided by Section 4(2) of the Securities Act of 1933 for a transaction not involving a public offering.