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 September, 2013
Commission File Number:
000-51310
XTL Biopharmaceuticals Ltd.
(Translation of registrant’s name
into English)
85 Medinat Hayehudim St., Herzliya
Pituach, PO Box 4033,
Herzliya 4614001, 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.
Form 20-F
x
Form 40-F
¨
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
¨
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 11, 2013 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.
Below is
an English translation (from Hebrew) of an immediate report by XTL Biopharmaceuticals Ltd. as published on the Tel-Aviv Stock Exchange
Ltd. according to the Israeli Security Regulations.
Re: Immediate Report Regarding A
Private Placement That is Neither Extraordinary Nor Significant Pursuant to the Israeli Securities Regulations (Private Placement
of Securities in a Listed Company)-2000
The Company hereby respectfully files an
immediate report in accordance with the Israeli Securities Regulations (Private Placement of Securities in a Listed Company) 2000,
as follows:
On September 11, 2013 the Board
of Directors of the Company approved a Share Purchase Agreement with Aurum Ventures M.K.I Ltd. (hereinafter: "
the Offeree"),
pursuant to which, in consideration for the purchase of 2,118,472 ordinary shares of NIS 1 p.v. each of Proteologics Ltd. ("
Proteologics")
,
comprising 14.13% of the issued and outstanding capital of Proteologics, which is owned by the Offeree, the Company will allocate
to the Offeree 3,031,299 ordinary shares of NIS 0.1 p.v. each, in an overall value of NIS 3,316,847. This is based on the value
of a Company share price on the Tel Aviv Stock Exchange during the fourteen (14) trading days preceding the date of signature of
the Share Purchase Agreement, i.e. a total of NIS 1.0942 per share, all in accordance with the terms and conditions set forth in
this report.
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2.
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Terms of Offered
Securities, Their Quantity and Rate in Percentages
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2.1
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The Company shall allocate 3,031,299 ordinary shares of p.v. NIS 0.1. each to the Offeree, which
after allocation will comprise 1.39% of the Company's issued and outstanding capital, and 1.17% on a fully diluted basis ("
the
allocated shares"),
at a price of NIS 1.0942 per share ("
price per share in a private placement").
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2.2
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The Company's authorized capital includes 700,000,000 ordinary shares of NIS 0.1. p.v. each. As
of the date hereof, the issued and outstanding share capital of the Company comprises 229,687,968 ordinary shares of NIS 0.1 p.v.
each and on a fully diluted basis, 256,147,801 ordinary shares of NIS 0.1 p.v. each.
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2.3
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The allocated shares shall carry equal rights to the current ordinary shares of the
Company's capital, and each ordinary share shall confer upon its holder: (1.) the right to be invited and to attend all the
general meetings of the Company - both annual and ordinary – and the right to one vote in respect of each
ordinary share, at each vote and at each general meeting of the Company; (2.) the right to receive dividends, if and when
distributed, and the right to receive bonus shares, if distributed; and (3.) the right to participate in the distribution of
assets upon the Company's liquidation.
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2.4
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The allocated shares shall be registered under the name of a listings company through which
the Company's shares will be listed.
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3.
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The Offered Securities and Their
Price on the Stock Exchange on the Day Preceding Publication of this
Report, and the Ratio Between Them in Percentages
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The
price per share in a private placement as mentioned in Section 2 above, was fixed during negotiations between the Company and
the Offeree, bearing in mind the value of a share in the fourteen (14) trading days preceding the date of signature of the Share
Purchase Agreement, and the fact that the securities being offered pursuant to this report are restricted in accordance with the
provisions of Article 15C of the Israeli Securities Law - 1968, and the Israeli Securities Regulations (Particulars Regarding
Articles 15A and 15C of the Israeli Law)-2000.
The
price of a Company share on the Stock Exchange on the day preceding the date of this report is NIS 1.061. The price of a Company
share in the private placement which is the subject of this report is higher than 3.13% of this price.
In
consideration for allocating the allotted shares, the Offeree shall deliver to the Company 2,118,472 ordinary shares of NIS 1
p.v. each, comprising 14.13% of the issued and outstanding share capital of Proteologics, and 9.81% on a fully diluted basis ("
the
consideration").
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5.
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Agreements Relating to Rights
in the Company's Securities
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To
the best of the Company's knowledge, as of the date of publication of this immediate report no agreements exist between the Offeree
and the holders of Company securities, whether in writing or verbal, in connection with the purchase and/or the sale of the Company's
securities and/or in connection with voting rights in the Company.
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6.
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Preventions or Restrictions on Executing Transactions in the
Offered Securities
|
To
the best of the Company's knowledge, there is a 'share restriction' on the allocated shares pursuant to Article 15C of the Israeli
Securities Law - 1968 and the Israeli Securities Regulations (Particulars Regarding Articles 15A and 15C of the Israeli Law) -2000.
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7.
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The allocated shares shall be allocated only after obtaining the approval of the Tel Aviv Stock Exchange Ltd. for
listing on the Exchange.
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Yours faithfully,
X T L Biopharmaceuticals Ltd.
|
Ronen Twito, Deputy
CEO and CFO
About XTL Biopharmaceuticals Ltd. (“XTL”)
XTL
Biopharmaceuticals Ltd., a biopharmaceutical company, focuses on the acquisition, development, and commercialization of pharmaceutical
products for the treatment of clinical unmet needs. XTL is focused on late stage clinical development of drugs for the treatment
of multiple myeloma, schizophrenia, and hepatitis C.
XTL’s
lead drug candidate, rHuEPO, for the treatment of multiple myeloma blood cancer, was granted an orphan drug designation from the
FDA. rHuEPO has been approved for marketing by the FDA and has for many years been sold for billions of dollars across the world
for the treatment of severe anemia.
XTL
holds more than 30% in Proteologics Ltd. (TASE: PRTL), a drug discovery company, and controls InterCure Ltd. (TASE: INCR), a company
which has disrupted the $42 billion hypertension industry with the world's first FDA-cleared, OTC blood pressure treatment device,
RESPeRATE® (
www.resperate.com
).
XTL
is a public company traded on the NASDAQ Stock Market (NASDAQ: XTLB) and the Tel Aviv Stock Exchange (TASE: XTL). XTL shares are
included in the following indices: Tel-Aviv MidCap-50, Tel-Aviv Biomed, Tel-Aviv MidCap, and Tel-Aviv Bluetech-50.
Contact:
Investor Relations, XTL Biopharmaceuticals
Ltd.
Tel: +972 9 955 7080, Email:
ir@xtlbio.com
,
www.xtlbio.com
Contact:
Investor Relations, XTL Biopharmaceuticals
Ltd.
Tel: +972 9 955 7080, 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.
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: September 11, 2013
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By:
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/s/ David Grossman
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David Grossman
Chief Executive Officer
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