UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16
of
the Securities Exchange Act of 1934
For
August 5, 2008
Commission
File Number: 000-51310
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XTL Biopharmaceuticals
Ltd.
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(Translation
of registrant's name into
English)
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711
Executive Blvd., Suite Q
Valley
Cottage, New York 10989
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover Form 20-F or Form 40-F.
Form
20-F x Form
40-F
o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1): o
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7): o
Indicate
by check mark whether by furnishing the information contained in this Form,
the
registrant is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
o No
x
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82-
N/A
Incorporation
by Reference: This Form 6-K of XTL Biopharmaceuticals Ltd. dated August 5,
2008
is hereby incorporated by reference into the registration statements on Form
F-3
(File No. 333-141529 and File No. 333-147024) filed by XTL Biopharmaceuticals
Ltd. with the Securities and Exchange Commission on March 23, 2007 and October
30, 2007, respectively, and
the registration statements on Form S-8 (File No. 333-148058 and File No.
333-148574) filed by XTL Biopharmaceuticals Ltd. with the Securities and
Exchange Commission on December 14, 2007 and January 18, 2008,
respectively.
XTL
Biopharmaceuticals and Presidio Pharmaceuticals Amend License Agreement for
Pre-Clinical Hepatitis C Program
XTL
to Receive Additional $2 Million in Cash in Return for a Reduction in Future
Milestones and Royalties
Valley
Cottage, NY, August 5, 2008 - XTL Biopharmaceuticals Ltd. (NASDAQ: XTLB, TASE:
XTL) announced today an amendment to its licensing agreement with Presidio
Pharmaceuticals, Inc. for its pre-clinical program in Hepatitis C focused on
the
NS5A target.
Under
the
terms of the amended license agreement, XTL will receive an additional
non-refundable payment of $2 million in return for a reduction in future
contingent payments. Under the revised agreement, XTL will now receive up to
$59
million upon reaching certain development and commercialization milestones,
a
reduced royalty on direct product sales by Presidio, and a lower percentage
of
Presidio’s income if the program is sublicensed by Presidio to a third party.
Ron
Bentsur, XTL’s CEO, commented, “This transaction provides us with essential,
non-dilutive capital as we head towards the completion and announcement of
results from the Bicifadine Phase 2b study, expected in Q4 2008, while still
preserving meaningful potential economics from our out-licensed pre-clinical
Hepatitis C program.” Mr. Bentsur added, “We have the utmost confidence in
Presidio’s ability to move this program forward and believe that this
transaction further demonstrates Presidio's commitment to the program."
“Given
the progress Presidio has made since licensing XTL’s NS5A program, we are
pleased to be able to take this option to pay down future milestone, royalty,
and sublicense income payments,” stated Omar K. Haffar, Ph.D., President and CEO
of Presidio, who added, “We believe this reduction in contingent payments to XTL
may provide us with additional opportunities to unlock value through
partnerships and collaborations potentially early on in the development
process."
ABOUT
XTL BIOPHARMACEUTICALS LTD.
XTL
Biopharmaceuticals Ltd. (“XTL”) is engaged in the development of therapeutics
for the treatment of diabetic neuropathic pain and HCV. XTL is developing
Bicifadine, a serotonin and norepinephrine reuptake inhibitor, for the treatment
of diabetic neuropathic pain, which is currently in a Phase 2b study. XTL has
out-licensed its novel pre-clinical HCV small molecule inhibitor program. XTL
also has an active in-licensing and acquisition program designed to identify
and
acquire additional drug candidates. XTL is publicly traded on the NASDAQ and
Tel-Aviv Stock Exchanges (NASDAQ: XTLB; TASE: XTL).
Contact:
Ron
Bentsur, Chief Executive Officer
Tel:
+1-(845)-267-0707 ext. 225
ABOUT
PRESIDIO
Presidio
Pharmaceuticals, Inc. is a specialty pharmaceutical company focused on the
discovery, in-licensing, development and commercialization of novel therapeutics
for viral infections, including HIV and HCV. Presidio has raised over $27
million in financing from Panorama Capital, Baker Brothers Investments, Bay
City
Capital, Ventures West, Nexus Medical Partners, and Sagamore Bioventures LLC.
For more information, please visit our website at www.presidiopharma.com.
Contact:
Omar
K.
Haffar, Ph.D.
President
and Chief Executive Officer
omar@presidiopharma.com
Tel:
+1-(415)-655-7561
Cautionary
Statement
Some
of the statements included in this press release, particularly those
anticipating future financial performance, clinical and business prospects
for
our clinical compound for neuropathic pain, Bicifadine, and for our compounds
from our pre-clinical hepatitis C program, growth and operating strategies
and
similar matters, may be forward-looking statements that involve a number of
risks and uncertainties. For those statements, we claim the protection of the
safe harbor for forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Among the factors that could cause our actual
results to differ materially is our ability to complete in a timely and cost
effective manner clinical trials on Bicifadine, which could directly impact
our
ability to continue to fund our operations; our ability to meet anticipated
development timelines for all of our drug candidates due to recruitment,
clinical trial results, manufacturing capabilities or other factors; the success
of our drug development and marketing arrangements with third
parties; and
other risk factors identified from time to time in our reports filed with the
Securities and Exchange Commission, including our annual report on Form 20-F
filed with the Securities and Exchange Commission on March 27, 2008. Any
forward-looking statements set forth in this press release speak only as of
the
date of this press release. We do not intend to update any of these
forward-looking statements to reflect events or circumstances that occur after
the date hereof. This press release and prior releases are available at
http://www.xtlbio.com. The information in our website is not incorporated by
reference into this press release and is included as an inactive textual
reference only.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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XTL
BIOPHARMACEUTICALS LTD. |
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| Date:
August 5, 2008 |
By: |
/s/ Bill
Kessler |
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Bill
Kessler |
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