SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1 (b) (c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2 (b)
(Amendment No. 1)
XTL Biopharmaceuticals Ltd.
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(Name of Issuer)
American Depository Receipts, each representing ten Ordinary Shares,
par value NIS 0.02
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(Title of Class of Securities)
98386D109
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(CUSIP Number)
November 29, 2007
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(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP No. 98386D109 13G Page 2 of 13 Pages
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(1) NAMES OR REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Joseph Edelman
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
29,312,560
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NUMBER OF (6) SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON 25,826,540
WITH -----------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
3,486,020
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,312,560
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
10.02%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 2 of 13 Pages
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CUSIP No. 98386D109 13G Page 3 of 13 Pages
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(1) NAMES OR REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael Cho
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF (6) SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
2,476,020
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,476,020
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
--------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.85%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 3 of 13 Pages
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CUSIP No. 98386D109 13G Page 4 of 13 Pages
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(1) NAMES OR REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Scott Bradley
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(2) CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
(a) |_|
(b) |X|
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(3) SEC USE ONLY
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(4) CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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(5) SOLE VOTING POWER
0
-----------------------------------------------------------------
NUMBER OF (6) SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY -----------------------------------------------------------------
EACH (7) SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH -----------------------------------------------------------------
(8) SHARED DISPOSITIVE POWER
1,010,000
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(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,010,000
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(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) |_|
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(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.35%
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(12) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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Page 4 of 13 Pages
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Item 1.
(a) Name of Issuer.
XTL Biopharmaceuticals Ltd.
(b) Address of Issuer's Principal Executive Offices.
750 Lexington Avenue
20th Floor
New York, NY 10022
Item 2.
(a) Name of Person Filing.
This Schedule 13G is being filed with respect to shares of Common
Stock of the Issuer which are beneficially owned by Joseph Edelman,
Michael Cho and Scott Bradley. See Item 4 below.
(b) Address of Principal Business Office or, if none, Residence.
The principal business address of the Reporting Persons is:
Perceptive Advisors LLC
499 Park Avenue, 25th Floor
New York, NY 10022
(c) Citizenship.
Each of the Reporting Persons is a United States citizen.
(d) Title of Class of Securities.
Ordinary Shares, par value NIS 0.02 ("Ordinary Shares") (Represented
by ownership of American Depository Receipts)
(e) CUSIP Number.
98386D109
Page 5 of 13 Pages
Item 3. If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is a:
(a) |_| Broker or dealer registered under Section 15 of the Act.
(b) |_| Bank as defined in Section 3(a)(6) of the Act.
(c) |_| Insurance Company as defined in Section 3(a)(19) of the Act.
(d) |_| Investment Company registered under Section 8 of the
Investment Company Act.
(e) |_| Investment Adviser in accordance with Rule 13d-1(b)(1)(ii)(E).
(f) |_| Employee Benefit Plan or Endowment Fund in accordance with
Rule 13d-1(b)(1)(ii)(F).
(g) |_| Parent holding company, in accordance with Rule
13d-1(b)(ii)(G).
(h) |_| A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) |_| A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act of 1940.
(j) |_| Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Sec. 240.13d-1(c), check this box |X|.
Item 4. Ownership
(a) Amount Beneficially Owned.
Mr. Edelman benefically owns: 29,312,560 Ordinary Shares
(comprised of (i) 27,876,060 shares held by Perceptive
Life Sciences Master Fund Ltd. ("Master Fund"), a Cayman
Islands company of which the investment manager is
Perceptive Advisors LLC, a Delaware limited liability
company of which Mr. Edelman is the managing member,
2,228,450 shares of which Mr. Edelman shares dispositive
power of with Mr. Cho and 1,010,000 shares of which Mr.
Edelman shares dispositive power of with Mr. Bradley,
and (ii) 1,436,500 shares held in an account of First
New York Trading, LLC, 247,570 of which Mr. Edelman
shares dispositive power with Mr. Cho).
Mr. Cho: 2,476,020 (comprised of 2,228,450 shares held
by Master Fund of which shares Mr. Cho shares
dispositive power with Mr. Edelman and 247,570 shares
held in an account of First New York Trading, LLC of
which shares Mr. Cho shares dispositive power with Mr.
Edelman).
Mr. Bradley: 1,010,000 (comprised of 1,010,000 shares
held by Master Fund of which shares Mr. Bradley shares
dispositive power with Mr. Edelman).
(b) Percent of Class.
Mr. Edelman 10.02%
Mr. Cho 0.85%
Mr. Bradley 0.35%
Page 6 of 13 Pages
(c) Number of shares as to which each such person has
(i) sole power to vote or to direct the vote:
Edelman: 29,312,560
Cho: 0
Bradley: 0
(ii) shared power to vote or to direct the vote:
Edelman: 0
Cho: 0
Bradley: 0
(iii) sole power to dispose or to direct the disposition of:
Edelman: 25,826,540
Cho: 0
Bradley: 0
(iv) shared power to dispose or to direct the disposition of:
Edelman: 3,486,020
Cho: 2,476,020
Bradley: 1,010,000
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more
than five percent of the class of securities, check the following [ ]
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
As referred to in Item 4, other persons have the right to receive and the
power to direct the receipt of dividends from, and the proceeds from the
sale of, certain of the shares reported herein. In that regard Mr. Edelman
is the managing member of Perceptive Advisors LLC, the investment manager
of the Master Fund. Accordingly, the Master Fund has the right to receive
and the power to direct the receipt of, dividends and the proceeds from
the sale of the shares reported herein that are held through the Master
Fund which shares represent greater than 5% of the Ordinary Shares
outstanding.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control Person.
See Exhibit B
Item 8. Identification and Classification of Members of the Group.
See Exhibit C
Item 9. Notice of Dissolution of Group.
Not applicable.
Page 7 of 13 Pages
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Date: December 7, 2007
/s/ James Mannix
--------------------------------
Joseph Edelman, by James Mannix,
attorney in fact
/s/ Michael Cho
--------------------------------
Michael Cho
/s/ Scott Bradley
--------------------------------
Scott Bradley
Attention: Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
EXHIBIT LIST
Exhibit A Joint Filing Agreement
Exhibit B Item 7 Statement
Exhibit C Item 8 Statement
Exhibit D Power of Attorney
EXHIBIT A
The undersigned hereby agree jointly to prepare and file with regulatory
authorities a Schedule 13G and any amendments thereto reporting each of the
undersigned's ownership of securities of XTL Biopharmaceuticals Ltd. and hereby
affirm that such Schedule 13G is being filed on behalf of each of the
undersigned.
Date: September 17, 2007
/s/ James Mannix
--------------------------------
Joseph Edelman, by James Mannix,
attorney in fact
/s/ Michael Cho
--------------------------------
Michael Cho
/s/ Scott Bradley
--------------------------------
Scott Bradley
Page 10 of 13 Pages
EXHIBIT B
As discussed in Item 4(a), certain shares reported herein are held through
Perceptive Life Sciences Master Fund Ltd., a Cayman Islands company, of which
Joseph Edelman is the managing member of the fund's investment manager.
Page 11 of 13 Pages
EXHIBIT C
Joseph Edelman, Michael Cho and Scott Bradley may be deemed to constitute a
group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934.
Messrs. Edelman, Cho and Bradley disclaim the existence of such a group.
Page 12 of 13 Pages
EXHIBIT D
POWER OF ATTORNEY
Know all by these presents, each of the undersigned hereby constitutes and
appoints James Mannix, signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned reports on Schedules 13D and
13G (and all amendments thereto) in accordance with Section 13 of Securities
Exchange Act of 1934 (the "Exchange Act") and the rules thereunder with respect
to the beneficial ownership of securities by the undersigned;
(2) do and perform any and all acts for and on behalf of the undersigned which
may be necessary or desirable to complete and execute any such Schedule 13D or
Schedule 13G, complete and execute any amendment or amendments thereto, and file
such form with the United States Securities and Exchange Commission and any
stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming any
of the undersigned's responsibilities to comply with Section 13 of the Exchange
Act. The undersigned hereby ratifies the execution by James Mannix of all prior
filings under Section 13 of the Exchange Act made on their behalf.
This Power of Attorney shall remain in full force and effect until revoked
by the undersigned in a signed writing delivered to the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, each the undersigned has caused this Power of Attorney to be
executed as of this 7th day of December, 2007.
PERCEPTIVE LIFE SCIENCES MASTER FUND LTD.
By: Perceptive Advisors LLC, its investment manager
By: /s/ Joseph Edelman
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Joseph Edelman, Managing Member
PERCEPTIVE ADVISORS LLC
By: /s/ Joseph Edelman
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Joseph Edelman, Managing Member
/s/ Joseph Edelman
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Joseph Edelman