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 December, 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
____
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__ NoX
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 December 22,
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. 333-153055)
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, File No. 333-148574
and File No. 333-154795) filed by XTL Biopharmaceuticals Ltd. with the
Securities and Exchange Commission on December 14, 2007, January 18, 2008, and
October 28, 2008, respectively.
On December 15, 2008, XTL
Biopharmaceuticals Ltd. (the “Company”) received a letter from the staff of The
Nasdaq Stock Market LLC (the “Staff”) advising it that the Company may be
deemed to be a “public shell,” which raises public interest concerns as set
forth in Marketplace Rules 4300 and 4330. The letter stated that the
Staff will review the company’s eligibility for continued listing on the Nasdaq
Stock Market. The letter requested that the Company provide certain
information to the Staff, including a description of its current operations and
its plan for future operations no later than December 30, 2008. The
Company intends to provide the requested information by the due
date.
Cautionary
Statement
Some
of the statements included in this press release, including statements regarding
possible changes in the status of the listing of the of the Company’s securities
on Nasdaq, 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. Any forward-looking statements set forth in this
filing speak only as of the date of this filing. We do not intend to update any
of these forward-looking statements to reflect events or circumstances that
occur after the date hereof.
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:
December 22, 2008
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By:
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/s/ Ron
Bentsur |
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Name:
Ron Bentsur |
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Title:
Chief Executive Officer |
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