Israel
(State of other jurisdiction of Incorporation
or
Organization)
|
N/A
(I.R.S. Employer Identification Number)
|
Herzliya Business Park
85 Medinat Hayehudim St., Building G
PO Box 4033
Herzliya Pituach 46140
Israel
+972-9-955-7080
(Address and Telephone Number of Registrant’s
Principal Executive Offices)
|
c/o Corporation Trust Company
Corporation Trust Center
1209 N. Orange Street
Wilmington, DE 19801
800-677-3394
(Name, Address, and Telephone Number
of Agent
for Service)
|
Copies to
:
Mark McElreath
Alston & Bird LLP
90 Park Avenue
New York, NY 10016
Tel: 212-210-9595
Approximate
date of commencement of proposed sale to the public
: From time to time after the effective date of this Registration
Statement, as determined by market conditions and other factors.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box.
¨
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, check the following box.
x
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check
the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
¨
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If
this Form is a registration statement filed pursuant to General Instruction I.C. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
¨
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under Securities Act, check the following box.
¨
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities to be Registered
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount of
Registration
Fee (2)
|
|
Ordinary Shares, par
value NIS 0.01 (1)
|
|
|
|
|
|
|
|
|
Warrants to purchase
American Depositary Receipts
|
|
|
|
|
|
|
|
|
Units (3)
|
|
|
|
|
|
|
|
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TOTAL
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|
US$
|
40,000,000
|
|
|
US$
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5,152
|
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NOTES TO CALCULATION OF REGISTRATION FEE
TABLE
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(1)
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A separate registration statement on Form F-6 (Registration No. 333-126696) has been filed for
the registration of American Depositary Shares evidenced by American Depositary Receipts issuable upon the deposit of ordinary
shares registered hereby. Each American Depositary Share represents 20 ordinary shares.
|
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(2)
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The Registrant has previously paid this amount in connection with its original filing on March
5, 2014.
|
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(3)
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Units will be issued under a unit agreement and will represent an interest of one or more American
Depositary Receipts, warrants to purchase American Depositary Receipts or any combination of such securities.
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The registrant hereby
amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the
Commission, acting pursuant to said Section 8(a), may determine.
Explanatory
Note
This
amendment two to the Company’s Form F-3 is being filed solely to:
|
1.
|
revise the fee calculation table to reference ordinary shares and the Form F-6 filed
to register ADR’s;
|
|
2.
|
file as an exhibit a legal opinion from Kantor & Co., Israeli counsel to the Company;
and
|
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3.
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revise and replace “Legal Matters” with the following:
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LEGAL MATTERS
Alston & Bird LLP, New York, New York,
has passed upon certain legal matters regarding the securities offered hereby under U.S. law, and Kantor & Co., Ramat Gan,
Israel, has passed upon certain legal matters regarding the securities offered hereby under Israeli law.
ITEM
9. EXHIBITS
Exhibit
Number
|
Description of Document
|
|
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1.1
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Underwriting Agreement (to be filed as an exhibit to a document to be incorporated by reference herein in connection with an offering of our securities)
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|
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5.1
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Opinion of Alston & Bird LLP
|
|
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5.2
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Opinion of Kantor & Co.
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|
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10.1
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Form of Warrant
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|
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10.2
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Consolidated Financial Statements of InterCure Ltd. for the year ended December 31, 2011, and the six months ended June 30, 2012.
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23.1
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Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Ltd.
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23.2
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Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Ltd.
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23.3
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Consent of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu Limited
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23.4
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Consent of Alston & Bird LLP (included in Exhibit 5.1)
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23.5
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Consent of Kantor & Co. (included in Exhibit 5.2)
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24.1
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Power of Attorney (filed herewith as part of the signature page)
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SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements of filing on Form F-3 and has duly caused this registration statement to be signed on its behalf
by the undersigned, in the City of Herzliya, State of Israel, on the 4
th
day of April, 2014.
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XTL Biopharmaceuticals Ltd.
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By:
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/s/ Joshua Levine
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Name: Joshua Levine
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Title: Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each
person whose signature appears below constitutes and appoints each of Joshua Levine and David Kestenbaum, his true and lawful attorney-in-fact
and agent, with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities,
to sign any or all amendments (including pre-effective and post-effective amendments) to this registration statement, and to file
the same, with all exhibits thereto and other documents in connection therewith, including any Registration Statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, with the SEC, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any
of his substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities indicated as of
April 2, 2014:
Signatures
|
|
Title
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/s/ Joshua Levine
|
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Chief Executive Officer
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Joshua Levine
|
|
|
|
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/s/ David Kestenbaum
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Chief Financial Officer and Chief Accounting Officer
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David Kestenbaum
|
|
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*
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Chairman of the Board of Directors
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Amit Yonay
|
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*
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Non-Executive and External Director
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Dafna Cohen
|
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*
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Non-Executive and External Director
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Jaron Diament
|
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*
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Non-Executive Director
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Marc Allouche
|
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*
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Non-Executive Director
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David Bassa
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*/s/ Joshua Levine
Attorney in fact
SIGNATURE OF AUTHORIZED REPRESENTATIVE
IN THE UNITED STATES
Pursuant to the
Securities Act of 1933, the undersigned, as the duly authorized representative of XTL Biopharmaceuticals Ltd. in the United States,
signed this registration statement on April 4, 2014.
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XTL Biopharmaceuticals Ltd.
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By:
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/s/ Joshua Levine
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Name: Joshua Levine
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EXHIBIT INDEX
Exhibit
Number
|
Description of Document
|
|
|
1.1
|
Underwriting Agreement (to be filed as an exhibit to a document to be incorporated by reference herein in connection with an offering of our securities)
|
|
|
5.1
|
Opinion of Alston & Bird LLP
#
|
|
|
5.2
|
Opinion of Kantor & Co.
|
|
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10.1
|
Form of Warrant
#
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|
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10.2
|
Consolidated Financial Statements of InterCure Ltd. for the year ended December 31, 2011, and the six months ended June 30, 2012.
#
|
|
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23.1
|
Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Ltd.
#
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|
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23.2
|
Consent of Kesselman & Kesselman, a member firm of PricewaterhouseCoopers International Ltd.
#
|
|
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23.3
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Consent of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu Limited
#
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|
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23.4
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Consent of Alston & Bird LLP (included in Exhibit 5.1)
#
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23.5
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Consent of Kantor & Co. (included in Exhibit 5.2)
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24.1
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Power of Attorney (filed herewith as part of the signature page)
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#
Previously filed
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