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 March, 2009
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.
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.
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 March 18, 2009
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. 333-148085, File No. 333-148754 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.
Extraordinary
General Meetings Statement
--
XTL Also Announces Board and Management Changes
Rehovot, Israel, March 18,
2009 - XTL Biopharmaceuticals Ltd. (NASDAQ: XTLB; TASE: XTL) today
announced the results of its Extraordinary General Meetings (“EGMs”) held
earlier today.
All of
the resolutions at the EGMs were passed. The current board of directors consists
of Mark Allouche, Dafna Cohen, Yaron Diament, David Grossman, Boaz Shweiger and
Amit Yonay. Amit Yonay was also appointed Chairman. Dafna Cohen and
Yaron Diament were appointed as External Directors of the Company until March
18, 2012. Following the EGMs, XTL’s Audit Committee consists of Dafna
Cohen, Yaron Diament and Boaz Shweiger.
Following
the first Extraordinary General Meeting, and as was previously disclosed, the
Company’s former Board members resigned from XTL's Board of Directors. In
addition, Ron Bentsur, the Company's co-Chief Executive Officer, will be leaving
the Company imminently and Bill Kessler, the Company's principal finance and
accounting officer, will be leaving the Company in May 2009. In
addition, David Grossman will assume the role of Chief Executive Officer and a
search for Bill Kessler's replacement has begun.
With the
approval of the shareholders, the Company will take the necessary steps to
implement and affect the reverse split, increase in registered share capital and
the ratio change of the Company's ADRs.
David
Grossman, the Company’s CEO, commented, “On behalf of XTL’s new management and
Board, we are very excited to have received this vote of confidence from XTL’s
shareholders. We believe that our strategy of acquiring attractive drug
candidates and potentially taking them to the next level can create significant
value for our shareholders.”
Contact:
Ron
Bentsur, Co-Chief Executive Officer
Tel:
+1-(845)-267-0707 ext. 224
David
Grossman, Co-Chief Executive Officer
Tel: +972
8 930 4411
Cautionary
Statement
Some
of the statements included in this press release, particularly those
anticipating future business prospects, 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 maintain our Nasdaq Stock Market
listing and our ability to continue to fund our operations; our ability to
successfully acquire drug candidates and complete clinical trials for such
candidates; 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:
March 18, 2009
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By:
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David
Grossman
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Co-Chief
Executive Officer
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