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
the
month of August 2008
Commission
File Number: 000-51310
XTL Biopharmaceuticals Ltd.
(Translation
of registrant's name into English)
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): ____
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): ____
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 27,
2008
is hereby incorporated by reference into the registration statements on Form
F-3
(File No. 333-141529, File No. 333-147024 and File No. 333-135055) filed by
XTL
Biopharmaceuticals Ltd. with the Securities and Exchange Commission on March
23,
2007, October 30, 2007 and August 15, 2008, 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.
Notification
of Extraordinary General Meetings and Further Changes to Board
Composition
Valley
Cottage, New York, August 27, 2008 -
XTL
Biopharmaceuticals Ltd. (NASDAQ: XTLB; TASE: XTL) today announced a notice
convening two Extraordinary General Meetings (the “Meetings”). The Meetings will
take place at the Conference Room at the Company’s Israeli offices at Building
3, Kiryat Weizmann Science Park, Rehovot, Israel 76100, at 3:00 p.m. Israel
time, and 5:30 p.m. Israel time, respectively, on October 2, 2008.
At
the
first Extraordinary General Meeting it is proposed that:
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·
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Kenneth
J. Zuerblis, Chief Financial Officer of Imclone Systems, Inc. (NASDAQ:
IMCL), be and is hereby appointed as an External Director of the
Company
until October 2, 2011; and
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·
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Jennifer
L. Good, President and Chief Executive Officer of Penwest Pharmaceuticals
Co. (NASDAQ: PPCO), be and is hereby appointed as an External Director
of
the Company until October 2, 2011.
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At
the
second Extraordinary
General Meeting, which will follow the first Extraordinary General
Meeting,
it is
proposed that the remuneration items of the directors as detailed in the Notice
be approved.
The
Notice of the Meetings is available for the public at the US Securities Exchange
Edgar site: http://www.sec.gov/ and at the Israel Securities Authority's site:
www.magna.isa.gov.il.
In
addition, Laurence N. Charney has notified the Company of his resignation from
the Board of Directors effective today, August 27, 2008.
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
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 27, 2008
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By:
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/s/
Ron Bentsur
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Ron
Bentsur
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Chief
Executive Officer
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