98-048767
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
Number)
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Title
of Each Class of Securities
To
Be Registered
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Amount To Be
Registered
|
Proposed
Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate Offering
Price
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Amount
of
Registration Fee
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|||||||||||
Ordinary
Shares of XTL Biopharmaceuticals Ltd., par value NIS 0.02 per
share
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9,250,000
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$
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0.36
|
(1)
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$
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3,330,000.00
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(1)
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$
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131
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||||||
Total:
|
9,250,000
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—
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$
|
3,330,000.00
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$
|
131
|
(1) |
Determined
in accordance with Rule 457(h), the registration fee calculation
with
respect to the ordinary shares underlying prior grants of options
is
computed on the basis of the price at which the options may be
exercised.
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PART I. |
INFORMATION
REQUIRED IN THE
SECTION 10(a)
PROSPECTUS
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PART II. |
INFORMATION
REQUIRED IN REGISTRATION
STATEMENT
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Item 3. |
Incorporation
of Documents by Reference.
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(1)
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The
Company’s Annual Report on Form 20-F for the year ended December 31, 2006;
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(2) |
The
Company’s Current Reports on Form 6-K filed with the Commission on March
29, 2007 (Film No. 07728344), June 11, 2007, August 15, 2007, August
28,
2007, September 10, 2007, September 17, 2007, September 26, 2007,
October
2, 2007, October 25, 2007, and October 31, 2007;
and
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(3)
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The
description of the Company’s share capital, par value NIS 0.02 per share,
contained in the Registration Statement on Form F-1, filed with the
Commission on April 20, 2006 (File 333-133445).
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Item 6. |
Indemnification
of Directors and Officers.
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·
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a
breach of the office holder’s duty of care to the company or to another
person;
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·
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a
breach of the office holder’s fiduciary duty to the company, provided that
he or she acted in good faith and had reasonable cause to believe
that the
act would not prejudice the company;
and
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·
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a
financial liability imposed upon the office holder in favor of another
person.
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·
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monetary
liability imposed upon him or her in favor of a third party by a
judgment,
including a settlement or an arbitral award confirmed by the court;
and
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·
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reasonable
litigation expenses, including attorneys’ fees, actually incurred by the
office holder or imposed upon him or her by a court, in a proceeding
brought against him or her by or on behalf of the company or by a
third
party, or in a criminal action in which he or she was acquitted,
or in a
criminal action which does not require criminal intent in which he
or she
was convicted; furthermore, a company can, with a limited exception,
exculpate an office holder in advance, in whole or in part, from
liability
for damages sustained by a breach of duty of care to the
company.
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Item 8. |
Exhibits.
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Exhibit Number
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Description
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4.1
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Articles
of Association†
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4.2
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Form
of Share Certificate (including both Hebrew and English translations)
^
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5.1
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Opinion
of Kantor & Co. regarding legality of the ordinary
shares
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23.1
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Consent
of Somekh Chaikin, a member firm of KPMG International, an independent
registered public accounting firm, dated January 17,
2008
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23.2
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Consent
of Kesselman & Kesselman, a member of PricewaterhouseCoopers
International Ltd., dated January 17, 2008
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23.3
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Consent
of Kantor & Co. (included in Exhibit 5.1)
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24.1
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Power
of Attorney (included on signature
page)
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Item 9. |
Undertakings
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(a)
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The
undersigned registrant hereby
undertakes:
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XTL
BIOPHARMACEUTICALS LTD.
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By:
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/s/
Ron Bentsur
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Ron
Bentsur
Chief
Executive Officer
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Signatures
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Title
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/s/ Michael S. Weiss
Michael
S. Weiss
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Chairman
of the Board of Directors
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/s/ Ron Bentsur
Ron
Bentsur
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Chief
Executive Officer and
Authorized U.S. Representative |
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/s/ Bill Kessler
Bill
Kessler
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Director
of Finance
(principal
financial and accounting officer)
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/s/ William J. Kennedy, Ph.D
William
J. Kennedy, Ph.D
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Non-executive
Director
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/s/ Ido Seltenreich
Ido
Seltenreich
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Non-executive
Director and External Director
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/s/ Vered Shany, D.M.D.
Vered
Shany, D.M.D.
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Non-executive
Director and External Director
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/s/ Ben Zion Weiner, Ph.D
Ben
Zion Weiner, Ph.D
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Non-executive
Director
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Exhibit
Number
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Description
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5.1
|
Opinion
of Kantor & Co. regarding legality of the ordinary
shares
|
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23.1
|
Consent
of Somekh Chaikin, a member firm of KPMG International, independent
registered public accounting firm, dated January 17,
2008
|
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23.2
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Consent
of Kesselman & Kesselman, a member of PricewaterhouseCoopers
International Ltd., dated January 17, 2008
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23.3
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Consent
of Kantor & Co. (included in Exhibit
5.1)
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