UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549





FORM 10-K/A



|þ | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

For the fiscal year ended September 30, 2012



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from
                     to                     .

Commission file number: 001-32469





XENONICS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Nevada                                                         |  | 84-1433854                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification Number)
|                                                               | 
|3186 Lionshead Avenue Carlsbad, California                     |  | 92010-4701                             
|(Address of principal executive offices)                       |  | (Zip code)                             

Registrants telephone number, including area code: (760) 477-8900

Securities registered pursuant to Section 12(b) of the Act: Common Stock, $0.01 par value

Securities registered pursuant to Section 12(g) of the Act: None





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.     ̈  Yes    þ  No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange
Act.     ̈  Yes    þ  No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90
days.    þ  Yes     ̈  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such
files).    þ  Yes     ̈  No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrants knowledge, in
definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):



|                        |  |   |  |                           |  |  
|----------------------- |  | - |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈ |  | Accelerated filer         |  |  ̈
|                        |  |   | 
|Non-accelerated filer   |  |  ̈ |  | Smaller reporting company |  | þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act):     ̈  Yes    þ  No

The aggregate market value of the common stock held by non-affiliates of the registrant as of March 31, 2012 (the last business day of the registrants most recently completed second fiscal
quarter) was approximately $5,658,000.

There were 24,975,929 shares of the registrants common stock outstanding on January 24,
2013.









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EXPLANATORY NOTE

The purpose of this amendment is to include the information required by Part III of Form 10-K, which was omitted from the Companys Form 10-K as originally filed on December 21, 2012. Except as
otherwise expressly set forth in this amendment, no portion of the Form 10-K filed on December 21, 2012 is being amended or updated by this amendment and this amendment does not reflect events that occurred after December 21, 2012.



1



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PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Executive Officers
and Directors

The directors and executive officers of the Company are as follows:



|                   |  |     |  |                                                 
|------------------ |  | --- |  | ------------------------------------------------
|Name               |  | Age |  | Position                                        
|Alan P. Magerman   |  | 77  |  | Chairman of the Board of Directors and          
|                   |  |     |  | Chief Executive Officer                         
|                   |  |    
|Jeffrey P. Kennedy |  | 58  |  | Director, President and Chief Operating Officer 
|                   |  |    
|Richard S. Kay     |  | 70  |  | Chief Financial Officer, Secretary and Treasurer
|                   |  |    
|Allen K. Fox       |  | 76  |  | Director                                        
|                   |  |    
|Brad J. Shapiro    |  | 58  |  | Director                                        

Directors are elected at each annual meeting of shareholders, and each executive officer serves until his resignation,
death, or removal by the Board of Directors.

Alan P. Magerman. Mr. Magerman, age 77, founded Xenonics, Inc. in
November 1996, and has been Chairman of Xenonics Holdings, Inc. since its acquisition of Xenonics, Inc. in July 2003. He served as Chief Executive Officer of Xenonics Holdings, Inc. from July 2003 through April 2005 and has served as our Chief
Executive Officer from February 2009 to the present. Prior to founding Xenonics, Mr. Magerman was a founder and former chairman of Odyssey Sports, Inc., a privately held company engaged in the development and distribution of golf clubs from
1990 through 1995. Mr. Magerman was a consultant and director of NTN Communications, Inc. (NTN), a publicly held broadcasting and cable television company, from 1984 through 1997.

Mr. Magermans diverse business experience provides him with a wide range of expertise that is valuable to the Board of
Directors in confronting various business-related challenges and opportunities.

Jeffrey P. Kennedy. Mr. Kennedy,
age 58, has been a director and the President and Chief Operating Officer of Xenonics, Inc. since June 1997. Mr. Kennedy has held the same positions with Xenonics Holdings, Inc. since the acquisition of Xenonics, Inc. in July
2003. Prior to joining Xenonics, Inc., Mr. Kennedy held a variety of management positions with Mobil Corporation, including General Manager of the Mobil Chemical Plastics Division. He was educated at the University of Maine,
receiving a BS degree in chemistry and an MS degree in chemical engineering.

As our President and Chief Operating Officer,
Mr. Kennedy has extensive knowledge about the Company which provides a valuable resource for the Board of Directors in connection with its decisions about the operations and future direction of the Company.

Richard S. Kay. Mr. Kay, age 70, joined Xenonics in May 2007 and has been the Chief Financial Officer, Secretary and
Treasurer of Xenonics, Inc. since then. From February 2001 through October 2006 he held the position of Chief Executive Officer of Pacer Technology. Mr. Kay graduated from the University of Wisconsin  Milwaukee with a BBA and majored in
Accounting and Military Science. Early in his career he worked as a CPA in Wisconsin and California.

Allen K. Fox.Mr. Fox,age 76, has been managing personal finances and providing consulting work for several public companies since 1995, and was elected as a director of the Company on July 1, 2010. Mr. Fox has also served as a director
and/or officer for several charitable organizations during the last 40 years. He co-founded Odyssey Sports Co. in 1990 and was a director and an officer of that company. The company was sold in 1995. Mr. Fox also co-founded NYSE education
company, Career Com, Corp. in 1969. He was a director and officer and sold his interest in 1989. From 1960 to 1969 he was a partner with an accounting firm. Mr. Fox graduated from Temple University in 1958.



2



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Mr. Fox brings to the Board extensive experience in serving as an officer and a
director of, and as a consultant to, numerous public and private companies. Mr. Foxs experience as a partner of an accounting firm also assists the Board in addressing accounting requirements with which the Company must comply.

Brad J. Shapiro. Mr. Shapiro, age 57, has been a principal in various businesses in the optical industry since
1990. He is currently a principal in C & E Vision Services, Inc, and Vision West, Inc., which together comprise the largest optical group purchasing organizations in the United States. He is also principal, co-founder and co-Chief Executive
Officer of Rudy Project North America, L.P., the exclusive North American distributor of Rudy Project sport eyewear. From 1989 to 1990, Mr. Shapiro was a Managing Director of an investment-banking subsidiary of Cantor Fitzgerald and another
investment banking firm. For seven years prior to that time, Mr. Shapiro was a corporate and securities lawyer at Skadden, Arps, Slate, Meagher & Flom, an international law firm, and certain other law firms. Mr. Shapiro has served
as a director of the Company since July 1, 2010. Mr. Shapiro holds a B.A. in Political Science from the University of Michigan and received his J.D. degree from the University of Michigan Law School in December 1990.

Mr. Shapiro brings to the Board a diversified business and legal background that is valuable in analyzing various business related
challenges and opportunities.

Code of Ethics

We have adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, and principal accounting officer or controller. You can obtain a copy of
the Code, without charge, by writing to our Corporate Secretary at Xenonics Holdings, Inc., 3186 Lionshead Avenue, Suite 100, Carlsbad, California 92010. A copy of the Code is also available on our website at www.xenonics.com.

Audit Committee

The Audit Committee assists the Board of Directors in fulfilling its oversight responsibilities relating to:



| |  |  | The quality and integrity of our financial statements and reports;
| | - |  | ------------------------------------------------------------------



| |  |  | The independent registered public accounting firms qualifications and independence; and
| | - |  | ----------------------------------------------------------------------------------------



| |  |  | The performance of our internal audit function and independent registered public accounting firm.
| | - |  | -------------------------------------------------------------------------------------------------

The Audit Committee appoints the independent registered public accounting firm, reviews with the independent registered public accounting
firm the plans and results of the audit engagement, approves permitted non-audit services provided by our independent registered public accounting firm, and reviews the independence of the independent registered public accounting firm. The members
of the Audit Committee are Messrs. Fox and Shapiro, each of whom is independent under the independence standards of both the NYSE Amex and the Securities and Exchange Commission (the SEC). The Board of Directors has
determined that Mr. Fox is an audit committee financial expert as defined by the rules of the SEC. The Audit Committees Charter is on our website at www.xenonics.com.

Compensation Committee

The Compensation Committee is authorized to review and make recommendations to the full Board of Directors relating to the annual salaries and bonuses of our officers and to determine in its sole
discretion all grants of stock options, the exercise price of each option, and the number of shares to be issuable upon the exercise of each option under our stock option plans. The Committee also is authorized to interpret our stock option plans,
to prescribe, amend and rescind rules and regulations relating to the plans, to determine the term and provisions of the respective option agreements, and to make all other determinations deemed necessary or advisable for the administration of the
plans. The Compensation Committees Charter is on our website at www.xenonics.com. The members of the Compensation Committee are Messrs. Fox and Shapiro.



3



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Nominating and Governance Committee

The Nominating and Governance Committee assists our Board of Directors in discharging its duties relating to corporate governance and the
compensation and evaluation of the Board. The purpose of the Committee is to (1) identify individuals who are qualified to become members of the Board, consistent with criteria approved by the Board, (2) select, or recommend for the
Boards selection, the director nominees for each annual meeting of shareholders, (3) develop and recommend to the Board a set of corporate governance principles applicable to Xenonics, (4) oversee the annual evaluation of the Board
and management, and (5) perform such other actions within the scope of the Committees Charter as the Committee deems necessary or advisable. A copy of the Nominating and Governance Committees Charter is available on our website at
www.xenonics.com. The members of the Nominating and Governance Committee are Messrs. Fox and Shapiro.

The Nominating and
Governance Committee has not established any specific minimum qualifications for director candidates or any specific qualities or skills that a candidate must possess in order to be considered qualified to be nominated as a director. Qualifications
for consideration as a director nominee may vary according to the particular areas of expertise being sought as a complement to the existing Board composition. In making its nominations, our Nominating and Governance Committee generally will
consider, among other things, an individuals business experience, industry experience, financial background, breadth of knowledge about issues affecting our company, time available for meetings and consultation regarding company matters and
other particular skills and experience possessed by the individual. Although the Nominating and Governance Committee believes that director nominees should add to the range of backgrounds and experiences of the Companys directors, neither the
Nominating and Governance Committee nor the Board of Directors has a policy regarding the consideration of diversity in identifying and evaluating director nominees.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and executive officers, and persons who own more than 10%
of the outstanding shares of our common stock (collectively, Reporting Persons) to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all
Section 16(a) forms that they file.

Based solely on our review of the copies of such forms received or written
representations from the Reporting Persons, we believe that, with respect to the fiscal year ended September 30, 2012, all of the Reporting Persons complied with all applicable Section 16 filing requirements on a timely basis.



4



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|ITEM 11. | EXECUTIVE COMPENSATION
|-------- | ----------------------

Executive
Compensation

The following table sets forth the compensation for the fiscal years ended September 30, 2012 and
September 30, 2011 for services rendered to us (including our subsidiary, Xenonics, Inc.) by our Chief Executive Officer and our two most highly compensated executive officers other than our Chief Executive Officer:

Summary Compensation Table



|                            |  |      |      |  |           |   |         |          |  |   |                |  |  |                 |   |  |                                          |  |   |                                             |  |  |                           |  |  |          |   |  |  |  |   |  |  |   |         | 
|--------------------------- |  | ---- | ---- |  | --------- | - | ------- | -------- |  | - | -------------- |  |  | --------------- | - |  | ---------------------------------------- |  | - | ------------------------------------------- |  |  | ------------------------- |  |  | -------- | - |  |  |  | - |  |  | - | ------- | 
|Name and Principal Position |  | Year |      |  | Salary($) |   |         | Bonus($) |  |   | StockAwards($) |  |  | OptionAwards($) |   |  | Non-EquityIncentive 
PlanCompensation($) |  |   | NonqualifiedDeferredCompensationEarnings($) |  |  | All 
OtherCompensation($) |  |  | Total($) |  
|Alan P. Magerman            |  |      |      |  |           |   |         |          |  |   |                |  |  |                 |   |  |                                          |  |   |                                             |  |  |                           |  |  |          |   |  |  |  |   |  |  |   |         | 
|Chairman of the Board and   |  |      | 2012 |  |           | $ | 249,598 | (1)      |  |   |               |  |  |                 |  |  |                                          |  |  |                                             |  |  |                          |  |  |          |  |  |  |  |  |  |  | $ | 249,598 | 
|Chief Executive Officer     |  |      | 2011 |  |           | $ | 241,034 | (2)      |  | $ | 12,500         |  |  |                 |  |  |                                          |  |  |                                             |  |  |                          |  |  |          |  |  |  |  |  |  |  | $ | 253,534 | 
|                            |  |      |      |  |           |   |         |          | 
|Jeffrey P. Kennedy          |  |      |      |  |           |   |         |          |  |   |                |  |  |                 |   |  |                                          |  |   |                                             |  |  |                           |  |  |          |   |  |  |  |   |  |  |   |         | 
|Chief Operating Officer,    |  |      | 2012 |  |           | $ | 247,746 | (3)      |  |   |               |  |  |                 |  |  |                                          |  |  |                                             |  |  |                          |  |  |          |  |  |  |  |  |  |  | $ | 247,746 | 
|President and Director      |  |      | 2011 |  |           | $ | 261,037 | (4)      |  | $ | 12,500         |  |  |                 |  |  |                                          |  |  |                                             |  |  |                          |  |  |          |  |  |  |  |  |  |  | $ | 273,537 | 
|                            |  |      |      |  |           |   |         |          | 
|Richard S. Kay              |  |      | 2012 |  |           | $ | 150,000 |          |  |   |               |  |  |                 |  |  |                                          |  |  |                                             |  |  |                          |  |  |          |  |  |  |  |  |  |  | $ | 150,000 | 
|Chief Financial Officer     |  |      | 2011 |  |           | $ | 150,000 |          |  | $ | 5,000          |  |  |                 |  |  |                                          |  |  |                                             |  |  |                          |  |  |          |  |  |  |  |  |  |  | $ | 155,000 | 



|(1) | Includes $23,470 for vacation pay benefits paid for days accrued.
|--- | -----------------------------------------------------------------

|(2) | Includes $21,948 for vacation pay benefits paid for days accrued.
|--- | -----------------------------------------------------------------

|(3) | Includes $21,617 for vacation pay benefits paid for days accrued.
|--- | -----------------------------------------------------------------

|(4) | Includes $41,951 for vacation pay benefits paid for days accrued.
|--- | -----------------------------------------------------------------

Compensation of Directors

When Allen K. Fox and Brad J. Shapiro became
directors on July 1, 2010, we agreed to compensate all non-employee directors for their services. We issued to each of Mr. Fox and Mr. Shapiro a stock option to purchase 20,000 shares of our common stock at an exercise price of $0.65
per share, which vested immediately. We also agreed to pay each non-employee director $5,000 as an annual directors fee, $500 for each committee meeting attended (if such committee meeting was not held in conjunction with a Board meeting), and
$1,000 for each meeting of the Board of Directors attended.



5



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The following table sets forth information concerning the compensation paid to our
non-employee directors during our fiscal year ended September 30, 2012 for their services rendered as directors.

DIRECTOR COMPENSATION FOR FISCAL YEAR 2012



|                |  |                             |        |  |                |  |                 |  |                                         |  |                                             |  |                           |  |   |          |  |   |        | 
|--------------- |  | --------------------------- | ------ |  | -------------- |  | --------------- |  | --------------------------------------- |  | ------------------------------------------- |  | ------------------------- |  | - | -------- |  | - | ------ | 
|Name            |  | FeesEarnedor Paidin Cash($) |        |  | StockAwards($) |  | OptionAwards($) |  | Non-EquityIncentive PlanCompensation($) |  | NonqualifiedDeferredCompensationEarnings($) |  | All 
OtherCompensation($) |  |   | Total($) | 
|Allen K. Fox    |  | $                           | 8,000  |  |                |  |                 |  |                                         |  |                                             |  |                           |  |  |          |  | $ | 8,000  | 
|Brad J. Shapiro |  | $                           | 10,000 |  |                |  |                 |  |                                         |  |                                             |  |                           |  |   |          |  | $ | 10,000 | 



6



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Stock Option Grants

The following table sets forth information as of September 30, 2012 concerning unexercised options, unvested stock and equity incentive plan awards for each of the executive officers named in the
Summary Compensation Table.

OUTSTANDING EQUITY AWARDS AT YEAR ENDED SEPTEMBER 30, 2012



|                          |  |               |         |  |                                                               |  |         |                                                                 |  |                                                                                      |  |                        |  |   |                      |  |  |                                                      |          |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|------------------------- |  | ------------- | ------- |  | ------------------------------------------------------------- |  | ------- | --------------------------------------------------------------- |  | ------------------------------------------------------------------------------------ |  | ---------------------- |  | - | -------------------- |  |  | ---------------------------------------------------- | -------- | ---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------- |  |  |  | 
|                          |  | Option Awards |         |  | Stock Awards                                                 
|Name                      |  | GrantDate     |         |  | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable |  |         | Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable |  | EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions(#) |  | OptionExercisePrice($) |  |   | OptionExpirationDate |  |  | Numberof Sharesor Unitsof StockThat HaveNotVested(#) |          | MarketValue ofShares orUnits ofStock ThatHave NotVested($) |  | EquityIncentivePlanAwards:Number ofUnearnedShares,Units orOtherRightsThat HaveNot Vested(#) |  | EquityIncentivePlanAwards:Market orPayoutValue ofUnearnedShares,Units orOtherRightsThatHave NotVested($)
|Alan P. Magerman          |  |               | 7-29-03 |  |                                                               |  | 150,000 |                                                                 |  |                                                                                      |  |                        |  | $ | 0.88                 |  |  |                                                      | 07-29-13 |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|Chairman of the Board and |  |               | 3-24-09 |  |                                                               |  | 200,000 |                                                                 |  |                                                                                      |  |                        |  | $ | 0.65                 |  |  |                                                      | 3-23-14  |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|Chief Executive Officer   |  |               |         |  |                                                               |  |         |                                                                 |  |                                                                                      |  |                        |  |   |                      |  |  |                                                      |          |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|                          |  |               | Total   |  |                                                               |  | 350,000 |                                                                 |  |                                                                                      |  |                        |  |   |                      |  |  |                                                      |          |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|                          |  |               |         |  |                                                               |  |         |                                                                 |  |                                                                                     
|Jeffrey P. Kennedy        |  |               | 7-29-03 |  |                                                               |  | 150,000 |                                                                 |  |                                                                                      |  |                        |  | $ | 0.88                 |  |  |                                                      | 07-29-13 |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|Chief Operating Officer   |  |               | 3-24-09 |  |                                                               |  | 125,000 |                                                                 |  |                                                                                      |  |                        |  | $ | 0.65                 |  |  |                                                      | 3-23-14  |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|President and Director    |  |               |         |  |                                                               |  |         |                                                                 |  |                                                                                      |  |                        |  | $ | 0.65                 |  |  |                                                      | 8-31-15  |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|                          |  |               | Total   |  |                                                               |  | 275,000 |                                                                 |  |                                                                                      |  |                        |  |   |                      |  |  |                                                      |          |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|                          |  |               |         |  |                                                               |  |         |                                                                 |  |                                                                                     
|Richard S. Kay            |  |               | 3-24-09 |  |                                                               |  | 40,000  |                                                                 |  |                                                                                      |  |                        |  | $ | 0.65                 |  |  |                                                      | 3-23-14  |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|Chief Financial Officer   |  |               | 3-24-09 |  |                                                               |  | 25,000  |                                                                 |  |                                                                                      |  |                        |  | $ | 0.65                 |  |  |                                                      | 3-23-14  |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 
|                          |  |               | Total   |  |                                                               |  | 65,000  |                                                                 |  |                                                                                      |  |                        |  |   |                      |  |  |                                                      |          |                                                            |  |                                                                                             |  |                                                                                                          |  |  |  | 

Employment Agreements

Alan P. Magerman and Jeffrey P. Kennedy are our only employees who have employment agreements. Under his employment agreement, Mr. Magerman is to serve as the Chief Executive Officer of Xenonics,
Inc., and Mr. Kennedy is to serve as President and Chief Operating Officer of Xenonics, Inc. Both employment agreements were entered into by Xenonics, Inc. as of January 1, 2003 and, as amended, are substantially identical. Neither
employment agreement has a fixed term or expiration date. On December 15, 2010, the Board of Directors approved an amendment to each agreement to provide that either party can terminate the agreement with 30 days written notice. However, in the
event of termination by Xenonics without cause, the former officers right to receive his base salary will continue for 36 months after the notice of termination. Both agreements provide for base compensation of $180,000 per year, to be
adjusted annually according to the Consumer Price Index.



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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the beneficial ownership of our common stock as of January 24, 2013 by
(1) each person who is known by us to own beneficially more than five percent of our outstanding common stock, (2) each of our current directors and director nominees, (3) the executive officers listed above in the Summary
Compensation Table, and (4) all current executive officers and directors as a group. The number of shares and the percentage of shares beneficially owned by each such person or group, as set forth below, include shares of common stock that such
person or group had the right to acquire on or within sixty days after January 24, 2013 pursuant to the exercise of vested and exercisable options or warrants. References to options or warrants in the footnotes to the table below include only
options or warrants to purchase shares that were exercisable on or within sixty days after January 24, 2013.



|                                                                    |  |                                                          |           |     |                                     |  |     |  
|------------------------------------------------------------------- |  | -------------------------------------------------------- | --------- | --- | ----------------------------------- |  | --- | -
|Name of Beneficial Owner                                            |  | Amount of CommonStock & Nature ofBeneficial Ownership(1) |           |     | Percent of Ownershipof Common Stock | 
|Alan P. Magerman                                                    |  |                                                          | 610,758   | (2) |                                     |  | 2.4 | %
|                                                                    |  |                                                         
|Jeffrey P. Kennedy                                                  |  |                                                          | 756,600   | (3) |                                     |  | 3.0 | %
|                                                                    |  |                                                         
|Richard S. Kay                                                      |  |                                                          | 85,000    | (4) |                                     |  | *   |  
|                                                                    |  |                                                         
|Allen K. Fox                                                        |  |                                                          | 138,000   | (5) |                                     |  | *   |  
|                                                                    |  |                                                         
|Brad J. Shapiro                                                     |  |                                                          | 539,245   | (6) |                                     |  | 2.2 | %
|                                                                    |  |                                                         
|All current executive officers and directors as a group (5 persons) |  |                                                          | 2,129,603 | (7) |                                     |  | 8.6 | %



|* | Less than 1.0%
|- | --------------

|(1) | The number of shares of common stock issued and outstanding on January 24, 2013 was 24,975,929 shares.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Includes 350,000 shares that Alan P. Magerman, a director and officer of Xenonics Holdings, Inc., has the right to acquire pursuant to stock options.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes 275,000 shares that Jeffrey P. Kennedy, a director and officer of Xenonics Holdings, Inc., has the right to acquire pursuant to stock options.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Includes 65,000 shares that Richard S. Kay, an officer of Xenonics Holdings, Inc., has the right to acquire pursuant to stock options.
|--- | --------------------------------------------------------------------------------------------------------------------------------------

|(5) | Includes 20,000 shares that Allen K. Fox, a director of Xenonics Holdings, Inc., has the right to acquire pursuant to stock options, plus 18,000 shares owned by his
wife.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(6) | Includes the following shares with respect to which Brad J. Shapiro, a director of Xenonics Holdings, Inc., has shared voting and investment power: (i) 52,500
shares held by a trust for the benefit of Mr. Shapiros sister and for which Mr. Shapiro serves as a trustee; (ii) 369,245 shares held by three trusts for the benefit of Mr. Shapiros mother and for which
Mr. Shapiro serves as a trustee; and (iii) 20,000 shares Mr. Shapiro has the right to acquire pursuant to stock options.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(7) | Includes 730,000 shares that our current executive officers and directors have the right to acquire pursuant to stock options and warrants.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------

Equity Compensation Plan Information

The following table provides information as of September 30, 2012 with respect to securities that may be issued under our equity compensation plans.



|                                                           |  |                                                                                         |         |  |                                                                          |   |      |                                                                                                                                        |  |  |           | 
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | ------- |  | ------------------------------------------------------------------------ | - | ---- | -------------------------------------------------------------------------------------------------------------------------------------- |  |  | --------- | 
|Plan Category                                              |  | Number of securitiesto be issued uponexercise ofoutstanding options,warrants
and rights |         |  | Weighted-averageexercise price ofoutstanding options,warrants and rights |   |      | Number of securitiesremaining available forfuture issuance
underequity compensation plans(excluding securitiesreflected in column (a)) | 
|                                                           |  | (a)                                                                                     |         |  | (b)                                                                      |   |      | (c)                                                                                                                                    | 
|Equity compensation plans approved by security holders     |  |                                                                                         | 805,000 |  |                                                                          | $ | 0.73 |                                                                                                                                        |  |  | 1,521,000 | 
|                                                           |  |                                                                                         |         |  |                                                                          |   |      |                                                                                                                                        |  |  |           | 
|Equity compensation plans not approved by security holders |  |                                                                                         | 100,000 |  |                                                                          | $ | 0.50 |                                                                                                                                        |  |  |          | 
|                                                           |  |                                                                                         |         |  |                                                                          |   |      |                                                                                                                                        |  |  |           | 
|Total                                                      |  |                                                                                         | 905,000 |  |                                                                          | $ | 0.71 |                                                                                                                                        |  |  | 1,521,000 | 

The equity compensation plans approved by the security holders are the 2003 Stock Option Plan of Xenonics
Holdings, Inc. and the 2004 Stock Incentive Plan of Xenonics Holdings, Inc. Except as described in the following paragraph, the Company had not adopted as of September 30, 2012, without the approval of security holders, any equity compensation
plan under which securities of the issuer are authorized for issuance.

On November 11, 2009 the Company entered into an
agreement with an independent firm to conduct institutional investor services for a period of one year. As part of this agreement the Company issued a five-year warrant, vested upon issuance, to purchase 100,000 shares of the Companys common
stock at $0.50 per share.



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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The Board of Directors has determined that directors Allen K. Fox and Brad J. Shapiro are each independent under the independence standards of
both the NYSE Amex and the SEC.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Aggregate fees billed to us by SingerLewak LLP with respect to our 2012 and 2011 fiscal years were as follows:



|                   |  |      |         |  |      |   |         | 
|------------------ |  | ---- | ------- |  | ---- | - | ------- | 
|                   |  | 2012 |         |  | 2011 |  
|Audit Fees         |  | $    | 80,000  |  |      | $ | 80,000  | 
|Audit-Related Fees |  |      | 45,000  |  |      |   | 45,000  | 
|Tax Fees           |  |      |        |  |      |   |        | 
|All Other Fees     |  |      |        |  |      |   |        | 
|                   |  |      |         |  |      |   |         | 
|Total              |  | $    | 125,000 |  |      | $ | 125,000 | 
|                   |  |      |         |  |      |   |         | 

In the above table, in accordance with the SECs definitions and rules, audit fees are
fees that Xenonics Holdings, Inc. paid for professional services for the audit of our consolidated financial statements included in our Form 10-K and for services that are normally provided by the registered public accounting firm in connection
with statutory and regulatory filings or engagements; audit-related fees are fees for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements; and tax
fees are fees for tax compliance, tax advice and tax planning.

All of the audit-related services and other services
described in the above table were pre-approved by our Audit Committee. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for us by SingerLewak LLP. The policy authorizes the Audit
Committee to delegate to one or more of its members pre-approval authority with respect to permitted services. Pursuant to this policy, the Audit Committee delegated such authority to the Chairman of the Audit Committee. All pre-approval decisions
must be reported to the Audit Committee at its next meeting.



10



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PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



|               |  |                                                                                                                                                                                                                                                                                                                                                                     
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                         
|               | 
|3.1            |  | Restated Articles of Incorporation of Xenonics Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form SB-2 of Xenonics Holdings, Inc., File
No. 333-123221, filed on March 9, 2005).                                                                                                                                        
|               | 
|3.2            |  | Bylaws of Xenonics Holdings, Inc., formerly known as Digital Home Theater Systems, Inc. (incorporated by reference to Exhibit 3.3 to Amendment No. 1 to the Registration Statement on
Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on June 30, 2004).                                                                                           
|               | 
|10.1           |  | Lease between Xenonics Holdings, Inc. and Lionshead Investments, LLC dated October 27, 2008 (incorporated by reference to Exhibit 10.1 to the Annual Report on Form 10-KSB of
Xenonics Holdings, Inc. filed on December 18, 2008).                                                                                                                                  
|               | 
|10.3           |  | Agreement for the License and Transfer of Intellectual Property Rights from Lightrays, Ltd. to Xenonics, Inc., dated March 27, 1997, between Xenonics, Inc. and Lightrays, Ltd.
(incorporated by reference to Exhibit 10.9 to Amendment No. 2 to the Registration Statement on Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on August 16, 2004).
|               | 
|10.4           |  | Amendment to Agreement for the License and Transfer of Intellectual Property Rights, dated April 23, 1998, between Xenonics, Inc. and Lightrays, Ltd. (incorporated by reference to
Exhibit 10.10 to Amendment No. 2 to the Registration Statement on Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on August 16, 2004).                         
|               | 
|10.5           |  | Form of Indemnification Agreement entered into between Xenonics Holdings, Inc. and its directors and certain officers (incorporated by reference to Exhibit 10.1 to the Registration
Statement on Form SB-2 of Xenonics Holdings, Inc., File No. 333-115324, filed on May 10, 2004).*                                                                               
|               | 
|10.6           |  | Employment Agreement between Xenonics, Inc. and Alan P. Magerman, dated January 1, 2003 (incorporated by reference to Exhibit 10.5 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on May 10, 2004).*                                                                                                             
|               | 
|10.7           |  | Amendment dated April 15, 2005 to Employment Agreement between Xenonics, Inc. and Alan P. Magerman (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of
Xenonics Holdings, Inc. filed on April 21, 2005).*                                                                                                                               
|               | 
|10.8           |  | Employment Agreement between Xenonics, Inc. and Jeffrey Kennedy, dated January 1, 2003 (incorporated by reference to Exhibit 10.6 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on May 10, 2004).*                                                                                                              
|               | 
|10.9           |  | 2003 Stock Option Plan of Xenonics Holdings, Inc. (incorporated by reference to Exhibit 10.4 to Amendment No. 1 to the Registration Statement on Form SB-2 of Xenonics Holdings,
Inc., File No. 333-115324, filed on June 30, 2004).*                                                                                                                               
|               | 
|10.10          |  | Form of Option Agreement for the 2003 Stock Option Plan (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-8 of Xenonics Holdings, Inc., File No.
333-125468, filed on June 3, 2005).*                                                                                                                                               
|               | 
|10.11          |  | 2004 Stock Incentive Plan of Xenonics Holdings, Inc (incorporated by reference to Exhibit 10.12 to Post-Effective Amendment No. 1 to the Registration Statement on Form SB-2 of
Xenonics Holdings, Inc., File No. 333-115324, filed on February 17, 2005).*                                                                                                         
|               | 
|10.12          |  | Form of Option Agreement for the 2004 Stock Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registration Statement on Form SB-2 of Xenonics Holdings, Inc., File
No. 333-123221, filed on March 9, 2005).*                                                                                                                                        



11



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|      |  |                                                                                                                                                                                                                                                                                                                              
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      | 
|10.13 |  | Securities Purchase Agreement dated as of April 1, 2010 between Xenonics Holdings, Inc. and the investors identified on the signature pages thereto (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K of Xenonics Holdings, Inc. filed on April 2, 2010).                                         
|      | 
|10.14 |  | Form of Warrant between Xenonics Holdings, Inc. and the investors who are parties to a Securities Purchase Agreement dated as of April 1, 2010 with Xenonics Holdings, Inc.
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Xenonics Holdings, Inc. filed on April 2, 2010).                  
|      | 
|10.15 |  | Securities Purchase Agreement dated as of April 20, 2010 between Xenonics Holdings, Inc. and the investors identified on the signature pages thereto (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K of Xenonics Holdings, Inc. filed on April 22, 2010).                                       
|      | 
|10.16 |  | Amendment dated as of April 20, 2010 to Securities Purchase Agreement dated as of April 1, 2010 between Xenonics Holdings, Inc. and the investors identified on the
signature pages thereto (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Xenonics Holdings, Inc. filed on April 22, 2010).
|      | 
|10.17 |  | Form of Warrant between Xenonics Holdings, Inc. and the investors who are parties to a Securities Purchase Agreement dated as of April 20, 2010 with Xenonics Holdings, Inc.
(incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K of Xenonics Holdings, Inc. filed on April 22, 2010).                
|      | 
|10.18 |  | Form of Loan Extension Agreement dated as of December 20, 2012 between Xenonics Holdings, Inc. and Note Holders (incorporated by reference to Exhibit 10.18 to the Annual Report
of Xenonics Holdings, Inc. filed on December 21, 2012).                                                                                     
|      | 
|10.19 |  | Form of Promissory Note dated as of December 20, 2012 (incorporated by reference to Exhibit 10.19 to the Annual Report of Xenonics Holdings, Inc. filed on December 21,
2012).                                                                                                                                               
|      | 
|10.20 |  | Agreement dated as of January 22, 2013 among Xenonics Holdings, Inc. and the lenders named is such agreement regarding certain loans and loan extensions.                                                                                                                                                                    
|      | 
|21.1  |  | List of subsidiaries of Xenonics Holdings, Inc. (incorporated by reference to Exhibit 21.1 to the Registration Statement on Form SB-2 of Xenonics Holdings, Inc., File No.
333-115324, filed on May 10, 2004).                                                                                                               
|      | 
|23.1  |  | Consent of SingerLewak LLP (incorporated by reference to Exhibit 23.1 to the Annual Report of Xenonics Holdings, Inc. filed on December 21, 2012).                                                                                                                                                                           
|      | 
|31.1  |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                      
|      | 
|31.2  |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                      
|      | 
|32.1  |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 LLP (incorporated by reference to Exhibit 32.1 to the Annual Report of
Xenonics Holdings, Inc. filed on December 21, 2012).                                                                                           
|      | 
|32.2  |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (incorporated by reference to Exhibit 32.2 to the Annual Report of Xenonics
Holdings, Inc. filed on December 21, 2012).                                                                                               



12



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|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|101 |  | The following financial information from the Annual Report on Form 10-K of Xenonics Holdings, Inc. for the year ended September 30, 2012, formatted in XBRL (eXtensible Business
Reporting Language): (1) Consolidated Balance Sheets as of September 30, 2012 and 2011; (2) Consolidated Statements of Operations for the years ended September 30, 2012 and 2011; (3) Consolidated Statements of Shareholders Equity for
the years ended September 30, 2012 and 2011; (4) Consolidated Statements of Cash Flows for years ended September 30, 2012 and 2011; and (5) Notes to Condensed Financial Statements (incorporated by reference to Exhibit 101 to the Annual
Report of Xenonics Holdings, Inc. filed on December 21, 2012).**



|* | Denotes a management contract or compensatory plan or arrangement in which one or more directors or executive officers participate.
|- | -----------------------------------------------------------------------------------------------------------------------------------

|** | Pursuant to Rule 406T of Regulation S-T, the information in Exhibit 101 (a) is furnished and is not deemed to be filed or part of a
registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933, as amended, (b) is deemed not to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended,
and (c) is not otherwise subject to liability under those sections.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



13



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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|                       |  |  |  |                         |  |                        
|---------------------- |  |  |  | ----------------------- |  | -----------------------
|                       |  |  |  | Xenonics Holdings, Inc.
|                       |  |  | 
|Date: January 28, 2013 |  |  |  | By:                     |  | /s/ Alan P. Magerman   
|                       |  |  |  |                         |  | Alan P. Magerman       
|                       |  |  |  |                         |  | Chief Executive Officer



14