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
December 27, 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
 |
XTL
Announces the Cancellation and Re-grant of Options to The Chairman
of the Board
Notice
to Shareholders of XTL Biopharmaceuticals Ltd. (the "Company")
The
Company hereby notifies holders that the Board of Directors have resolved
to
cancel the 9,250,000 options granted to Michael Weiss, Chairman of the
Board of
the Company (the “Grantee”),
which
were approved at the shareholders meeting on August 1, 2005 and which have
an
exercise price of $0.354 per share (the “Original
Options”),
and
to grant to the Grantee 9,250,000 options on the exact
same
remaining terms and conditions of the Original Options (including the remainder
of the exercise period of the Original Options), except with an exercise
price
which is higher and is equal to $0.36 (the “New
Options”).
The
exercise price for the New Options, as approved by the Board, is higher
by
1.667% than the exercise price under the Original Options and higher by
54.5%
than the market price of the shares on Nasdaq on the date hereof ($0.233),
therefore creating a benefit to the Company. In the event that all such
New
Options would be exercised (if and when vested), the Company would receive
an
additional amount of US$55,500 compared to the amount it would receive
upon the
exercise of the Original Options (if and when vested). This action is being
taken to ensure that the options grant is in compliance with section 409a
of the
US tax code.
The
Audit
Committee had, prior to the Board meeting, approved the grant of the New
Options
and recommended to the Board to approve such grant. The Audit Committee
and the
Board have resolved for the purpose of Subsection 1(2) of the Israeli Companies
Regulations (Relief for Transactions with Interested Parties), 2000, (the
"
Relief Regulations"),
the
grant of the New Options only benefits the Company. In accordance with
Subsection 1C of the Relief Regulations, any shareholder(s) of the Company
who
holds at least 1% of the Company's outstanding share capital may object
to the
cancellation of the Original Options and the grant of the New Options provided
that the objection shall be submitted to the Company in writing not later
than
fourteen (14) days from the date this report is filed on MAGNA.
Contact:
Ronen
Kantor, Corporate Secretary
Tel:
+972-3-613-3371
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:
December 27, 2007
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By:
/s/ Bill
Kessler
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Bill
Kessler
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Director
of
Finance
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