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.
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 March 23, 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.
XTL
Biopharmaceuticals Announces the Acquisition of the Use Patent on Recombinant
Erythropoietin (rHuEPO) for the Treatment of Multiple Myeloma
Rehovot, Israel, March 18, 2009
- XTL Biopharmaceuticals Ltd. (NASDAQ: XTLB; TASE: XTL) announced today
that it has entered into an asset purchase agreement with Bio-GAL Ltd, a private
company, for the rights to a use patent on Recombinant Erythropoietin (“rHuEPO”)
for the prolongation of multiple myeloma (“MM”) patients' survival and
improvement of their quality of life.
MM is a
severe plasma cell malignancy characterized by the accumulation and
proliferation of clonal plasma cells in the marrow, leading to the gradual
replacement of normal hematopoiesis.
David
Grossman, XTL’s co-Chief Executive Officer, commented, “This is a very exciting
opportunity to acquire the rights for a potential treatment for a severe and
incurable blood cancer. We at XTL are thrilled at this opportunity and expect to
embark on a clinical trial with rHuEPO for the treatment of MM in the near term
and hope to lead it to a successful outcome.”
In
accordance with the terms of the asset purchase agreement, XTL will issue
Bio-GAL Ltd. ordinary shares representing just under 50% of the current issued
and outstanding share capital of the Company. In addition, XTL will make
milestone payments of approximately $10 million in cash upon the successful
completion a Phase 2 clinical trial. The Company’s Board of Directors
may, in its sole discretion, issue additional ordinary shares to Bio-GAL Ltd in
lieu of such milestone payment. XTL is also obligated to pay 1% royalties on net
sales of the product. The closing of the transaction is subject to
various conditions including XTL’s and Bio-GAL’s shareholders’ approvals, as
well as completion of a financing. Closing is expected to take place in the
second or third quarter of 2009.
ABOUT
ERYTHROPOIETIN (EPO)
Erythropoietin
(EPO) is a glycoprotein cytokine produced mainly by the kidney and is the major
growth regulator of the erythroid lineage. EPO stimulates erythropoiesis by
binding to its receptor (EPO-R) on the surface of erythroid progenitor cells,
promoting their proliferation and differentiation and maintaining their
viability. Over the last decade, several reports have indicated that
the action of EPO is not restricted to the erythroid compartment, but may have
additional biological, and consequently potential therapeutic properties,
broadly beyond erythropoiesis. Erythropoietin is available as a therapeutic
agent produced by recombinant DNA technology in mammalian cell culture, rHuEPO,
which is used in clinical practice for the treatment of various anemias
including anemia of kidney disease and cancer-related anemia.
ABOUT
MULTIPLE MYELOMA
Currently
incurable, MM is a severe plasma cell malignancy characterized by the
accumulation and proliferation of clonal plasma cells in the marrow, leading to
the gradual replacement of normal hematopoiesis. The course of the disease is
progressive, and various complications occur, until death. This devastating
disease affects the bone marrow, bones, kidneys, heart and other vital organs.
It is characterized by pain, recurrent infections, anemia and pathological
fractures. In the course of the disease, all patients become gradually disabled
and bed-ridden.
ABOUT
XTL BIOPHARMACEUTICALS LTD.
XTL
Biopharmaceuticals Ltd. (“XTL”) is engaged in the acquisition, development and
commercialization of therapeutics for the treatment of multiple myeloma and
hepatitis C. XTL will be developing rHuEPO for the treatment of multiple
myeloma. XTL is publicly traded on the NASDAQ and Tel-Aviv Stock Exchanges
(NASDAQ: XTLB; TASE: XTL).
Contact:
David
Grossman, Co-Chief Executive Officer
Tel:
+972-8-930-4411
Contact:
Ron
Bentsur, Co-Chief Executive Officer
Tel:
+1-(845)-267-0707 ext. 224
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 close the transaction with Bio-GAL Ltd.; our ability to
successfully find successful merger or in-licensing opportunities or other
factors; 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 23, 2009
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By:
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/s/ David
Grossman
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David
Grossman
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Co-Chief
Executive Officer
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