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
October 25, 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 October 25,
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
Biopharmaceuticals Ltd. Announces $9.6 Million Private Placement to
Institutional Investors
Valley
Cottage, New York, October 25, 2007 -
XTL
Biopharmaceuticals Ltd. (NASDAQ: XTLB; LSE: XTL; TASE: XTL) today announced
that
it has entered into definitive agreements with institutional investors relating
to a private placement of an aggregate of $9.6 million in gross proceeds of
ordinary shares, represented by American Depositary Receipts (ADRs). The lead
investors in the transaction are Perceptive Life Sciences Fund, Quogue Capital
LLC, SCO Capital Partners and Versant Capital.
Ron
Bentsur, Chief Executive Officer of XTL, commented, “We are very pleased to have
consummated this financing with high-quality investors in the biotechnology
sector in the U.S. Following this offering, we believe that we will have
sufficient capital to execute our business plan and, more importantly, to reach
what we believe could be a major value-enhancing milestone - the completion
of
our on-going randomized, placebo-controlled Phase IIb trial of Bicifadine in
diabetic neuropathic pain.”
Pursuant
to the securities purchase agreements, the Company will, following the closing,
issue approximately 7.1 million ADRs, representing approximately 71 million
ordinary shares. No warrants were issued in the transaction. XTL has agreed
to
register the ordinary shares and list the ADRs for trading on the Nasdaq Stock
Market.
Closing
of the transaction is conditional upon, among other things, the delisting of
the
Company's ordinary shares from the Official List of the United Kingdom Listing
Authority, scheduled to take place at 8:00 am (London Time) on October 31,
2007.
Punk,
Ziegel & Company, L.P. and Brean Murray, Carret & Co., LLC acted as
placement agents in the transaction.
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).
The
offering was made only to accredited investors, as such term is defined in
accordance with the Securities Act of 1933, as amended. The ordinary shares
have
not been registered under the Securities Act of 1933, or any state securities
laws. Therefore, they may not be offered or sold in the United States absent
registration under or exemption from the Securities Act of 1933 and any
applicable state securities laws. This announcement is neither an offer to
sell
nor a solicitation of an offer to buy our ordinary shares or warrants to
purchase ordinary shares.
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 future financial performance, the delisting of our ordinary shares
from the Official List of the United Kingdom Listing Authority, the clinical
and
business prospects for our clinical compound Bicifadine, 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. 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: October 25, 2007 | By: | /s/ Ron Bentsur |
|
Ron Bentsur |
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|
Chief
Executive Officer
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