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
September 26, 2007
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 September
26,
2007 is hereby incorporated by reference into the registration statement on
Form
F-3 (File No. 333-141529) filed by XTL Biopharmaceuticals Ltd. with the
Securities and Exchange Commission on March 23, 2007.
XTL
to Appeal NASDAQ Staff Determination; XTL May Transfer its ADR Listing to the
NASDAQ Capital Market
Valley
Cottage, New York, September 26, 2007 -
XTL
Biopharmaceuticals Ltd. (NASDAQ: XTLB; LSE: XTL; TASE: XTL) today announced
that
on September 24, 2007, the Company received a NASDAQ Staff Determination
indicating that the Company fails to comply with the minimum $10 million
shareholders’ equity requirement for continued listing on the NASDAQ Global
Market as set forth in Marketplace Rule 4450(a)(3), and that its ADRs are,
therefore, subject to delisting from the NASDAQ Global Market. On August 28,
2007, the Company previously disclosed the receipt of a Staff Letter from
NASDAQ, regarding this deficiency in shareholders’ equity.
The
Company has requested a hearing before a NASDAQ Listing Qualifications Panel
to
review the Staff Determination. A hearing request will stay the suspension
of
the Company's ADRs from the NASDAQ Global Market pending the Panel's decision.
There can be no assurance that the Panel will grant the Company's request for
continued listing. If the Panel does not grant the Company’s request for
continued listing, the Company has the option to transfer its ADR listing to
the
NASDAQ Capital Market, previously called the NASDAQ SmallCap Market.
The
NASDAQ Capital Market is a continuous trading market that operates in the same
manner as The NASDAQ Global Market. The NASDAQ Capital Market is not related
to,
nor does it operate similarly to the over-the-counter markets including the
OTCBB and Pink Sheets. Should the Company transfer its ADR listing to The NASDAQ
Capital Market, its trading symbol on NASDAQ would remain “XTLB,” and the
Company does not expect any interruption in the trading of its
ADRs.
The
NASDAQ Capital Market includes over 500 issuers of a wide range of
capitalization sizes. A NASDAQ Capital Market security satisfies all applicable
qualification requirements for NASDAQ securities, and all companies listed
on
The NASDAQ Capital Market must meet certain financial requirements and adhere
to
NASDAQ’s corporate governance standards.
ABOUT
XTL BIOPHARMACEUTICALS LTD.
XTL
Biopharmaceuticals Ltd. (“XTL”) is engaged in the development of therapeutics
for the treatment of neuropathic pain and hepatitis C. XTL is developing
Bicifadine, a serotonin and norepinephrine reuptake inhibitor, for the treatment
of diabetic neuropathic pain. XTL is also developing several novel pre-clinical
hepatitis C small molecule inhibitors. XTL also has an active in-licensing
and
acquisition program designed to identify and acquire additional drug candidates.
XTL is publicly traded on the NASDAQ, London, and Tel-Aviv Stock Exchanges
(NASDAQ: XTLB; LSE: XTL; TASE: XTL).
Contact:
Ron
Bentsur, Chief Executive Officer
Tel:
+1-(845)-267-0707 ext. 225
Cautionary
Statement
Some
of the statements included in this press release, particularly those
anticipating continued trading of the Company’s ADRs on the NASDAQ Global
Market, the potential transfer of trading to the NASDAQ Capital Market, the
expected uninterrupted trading of the ADR, and the Company’s ability to comply
with NASDAQ Capital Market listing requirements, 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.
Risk factors that could adversely affect our operations are identified from
time
to time in our reports filed with the Securities and Exchange Commission and
the
London Stock Exchange, including our annual report on Form 20-F filed with
the
Securities and Exchange Commission on March 23, 2007. 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.
| XTL BIOPHARMACEUTICALS LTD. | ||
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| Date: September 26, 2007 | By: | /s/ Ron Bentsur |
|
Ron Bentsur |
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|
Chief
Executive Officer
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