Unassociated Document
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 January, 2010
Commission
File Number: 000-51310
XTL Biopharmaceuticals
Ltd.
(Translation
of registrant's name into English)
Kiryat
Weizmann Science Park
3
Hasapir Street, Building 3, PO Box 370
Rehovot 76100,
Israel
(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 January 4, 2010
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 an Amendment of the Agreement for the Acquisition
of the Use Patent on Recombinant Erythropoietin (rHuEPO) for the Treatment of
Multiple Myeloma
Rehovot, Israel, January 4, 2010
- XTL Biopharmaceuticals Ltd. (TASE: XTL, Pink Sheets: XTLBY.PK), a
biopharmaceutical company engaged in the acquisition, development and
commercialization of therapeutics for the treatment of unmet medical needs,
hereby announces, further to the Company’s announcement on March 19, 2009, that
on December 31, 2009, following the approval of the Board of Directors of the
Company, the Company and Bio-GAL Ltd. (“Bio-GAL”) amended the
agreement between them (the “Amendment”) so that the
Company has entered into an agreement with Xtepo Ltd. (“Xtepo”) and the shareholders
of Xtepo (Xtepo is a new private Israeli company which was established for the
purpose of this transaction and to whom the license for the use of the patent
for the treatment of multiple myeloma patients with Erytropoetin was assigned
from Bio-GAL).
According
to the Amendment, the original agreement from March 2009 is amended so that the
Company shall acquire from the shareholders of Xtepo all their shares in Xtepo
in exchange for the issuance of approx. 133 million shares of the Company to
such shareholders so that following such share exchange, the Company shall own
100% of the issued and outstanding share capital of Xtepo and the shareholders
of Xtepo shall own 69.44% of the issued and outstanding share capital of the
Company (the “Share Exchange
Transaction”). The Share Exchange Transaction is subject to a number of
conditions precedent, including the obtaining of the approval of the
shareholders of the Company, obtaining a pre-ruling from the Israeli Tax
Authorities in accordance with Section 103 of the Israeli Tax Ordinance and that
options holders in Xtepo shall have exercised their options so that upon the
closing of the Share Exchange Transaction, Xtepo will have an amount of approx.
US$1.5 Million in its account.
The
Company intends to publish an immediate report for the convening of a
shareholders meeting to approve the Share Exchange Transaction and the
extra-ordinary private placement in accordance with the Israeli Securities
Regulations (Private Placement in a Public Company), 2000.
Contact:
Investor
Relations, XTL Biopharmaceuticals Ltd.
ir@xtlbio.com
Cautionary
Statement
Some of
the statements included in this Form 6-K 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.
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:
January 4, 2010
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By:
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/s/ David
Grossman |
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David
Grossman |
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Chief
Executive Officer |
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