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, 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.
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Form
20-F x
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Form
40-F o
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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.
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Yes
o
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No
x
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If “Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): 82- N/Aa
Incorporation
by Reference: This Form 6-K of XTL Biopharmaceuticals Ltd. dated March 2, 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 The
Results Of Its Extraordinary General Meeting and
Annual General Meeting
Attached
below are statements relating to an Extraordinary General Meeting and the Annual General Meeting of XTL
Biopharmaceuticals.
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Extraordinary
General Meeting Statement
Ramt Gan, Israel, March 2, 2010
- XTL Biopharmaceuticals Ltd. (TASE: XTL, Pink Sheets:
XTLBY.PK) ("XTL" or the “Company") announced the results of its
Extraordinary General Meeting of shareholders (the “EGM”) held on March 2,
2010.
At the
EGM, the proposal set forth in XTL's proxy statement dated February 1, 2010 (the
"Proxy Statement") sent in connection with the EGM, was approved by the required
majority of shareholders. The proposal was as follows:
EGM
Resolution:
The
approval of the issuance of 133,063,688 ordinary shares, nominal value NIS 0.1
each, to all of the shareholders of XTEPO Ltd., pro rata to their shareholdings
in XTEPO Ltd., in consideration for the transfer to the Company of all such
shareholders’ holdings in XTEPO Ltd. Following such transfer, the
Company shall own 100% of the shares of XTEPO Ltd. and the shareholders of XTEPO
Ltd. will own approximately 69.4% of the share capital of the
Company.
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Annual
General Meetings Statement
Ramt
Gan, Israel, March 2, 2010 - XTL Biopharmaceuticals Ltd. (TASE: XTL, Pink
Sheets: XTLBY.PK) ("XTL" or
the “Company") announced today the results of its Annual General Meeting
of shareholders (“AGM”) held on March 2, 2010 in Ramt Gan, Israel. At the AGM,
all of the proposals set forth in XTL's proxy statement dated
February 1, 2010 (the "Proxy Statement") sent in connection with the AGM
were approved by the required majority of shareholders. The proposals were as
follows:
AGM
resolutions:
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1.
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To
ratify the appointment of Kesselman & Kesselman (PwC Israel) to serve
as the Company’s auditors for the fiscal year 2009 and to empower the
Company’s Board to determine their
fees.
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2.
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To
approve the reappointment of Marc Allouche as a Director of the Company
until the next Annual General
Meeting.
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3.
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To
approve the reappointment of Amit Yonay as a Director of the Company until
the next Annual General Meeting.
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4.
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To
approve the reappointment of Boaz Shweiger as a Director of the Company
until the next Annual General
Meeting.
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5.
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To
approve the reappointment of David Grossman as a Director of the Company
until the next Annual General
Meeting.
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6.
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To
approve the terms of employment of Mr. David Grossman, the Company’s CEO
and Director, including the grant of 1,610,000 registered non-marketable
options, exercisable into Company
shares.
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7.
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To
approve the grant of a letter of discharge from liability and undertaking
to indemnify Company directors.
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8.
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To
approve the grant of 150,000 non-marketable, registered options
exercisable into Company shares to Marc
Allouche.
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9.
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To
approve the grant of 150,000 non-marketable, registered options
exercisable into Company shares to Amit
Yonay.
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10.
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To
approve the grant of 150,000 non-marketable, registered options
exercisable into Company shares to Boaz
Shweiger.
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Contact:
Investor
Relations, XTL Biopharmaceuticals Ltd.
Tel: +972
3 612 7011, Email: 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.
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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 2, 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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