Unassociated Document
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
March
22, 2006
Commission
File Number: 000-51310
XTL
Biopharmaceuticals Ltd.
(Translation
of registrant's name into English)
Kiryat
Weizmann Science Park
3
Hasapir Street, Building 3, PO Box 370
Rehovot
76100, 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
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): 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)(7): o
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
BIOPHARMACEUTICALS LTD. RAISES $28 MILLION IN
PRIVATE
EQUITY TRANSACTION WITH INSTITUTIONAL INVESTORS
NEW
YORK, NEW YORK, March
20, 2006
- XTL
Biopharmaceuticals Ltd. (NASDAQ: XTLB; LSE: XTL; TASE: XTL), a biotechnology
company focused on the acquisition, development and commercialization of
therapeutics for the treatment of infectious diseases, with a focus on hepatitis
C, announced today that it has entered into definitive agreements with
institutional investors relating to a private placement of $28 million in gross
proceeds through the issuance of ordinary shares, represented by American
Depositary Receipts (ADRs), and warrants. JPMorgan Securities Inc. acted as
the
lead-placement agent. Brean Murray, Carret & Co., LLC, Oppenheimer &
Co., Inc., and Punk, Ziegel & Company, L.P. served as co-placement agents in
the transaction.
Ron
Bentsur, Chief Executive Officer of XTL, commented, "We are very pleased to
have
consummated this financing with some of the highest-quality investors in the
biotechnology sector in the U.S. We believe that this serves as strong
validation of the promise of our hepatitis C clinical-stage drug pipeline and
the company. Following this offering, we will have sufficient cash to take
us
into 2008. The funds raised will not only provide us with capital to support
our
current and planned clinical programs for our hepatitis C drug candidates,
but
will also provide us with added flexibility in our in-licensing and product
acquisition program, as we aim to build out our pipeline with additional
clinical-stage drug candidates."
In
the
transaction, XTL sold a total of approximately 4.67 million ADRs, which
represents approximately 46.67 million ordinary shares, at a purchase price
of
$6.00 per ADR. In addition, XTL will issue a five-year warrant to purchase
one-half an ordinary share for each ordinary share purchased with an exercise
price equal to $0.875 per share (equivalent to $8.75 per ADR), for an aggregate
of approximately 23.33 million warrant shares. XTL has agreed to register the
ordinary shares, including those issuable upon exercise of the warrants, under
the Securities Act of 1933, list the ADRs for trading on the Nasdaq Stock Market
and to apply to the UK Listing Authority for the new ordinary shares to be
admitted to trading on the London Stock Exchange.
ABOUT
XTL BIOPHARMACEUTICALS, LTD.
XTL
Biopharmaceuticals Ltd. ("XTL") is engaged in the acquisition, development
and
commercialization of therapeutics for the treatment of infectious diseases,
with
a focus on hepatitis C. XTL is developing XTL-2125 - a small molecule,
non-nucleoside inhibitor of the hepatitis C virus polymerase. XTL-2125 is
expected to enter Phase 1 clinical trial in chronic hepatitis C patients in
1H
2006. XTL is also developing XTL-6865 - a combination of two monoclonal
antibodies against the hepatitis C virus - presently in Phase 1 clinical trials
in patients with chronic hepatitis C. XTL’s hepatitis C pipeline also includes
several families of pre-clinical hepatitis C small molecule inhibitors. In
addition, XTL has out-licensed to Cubist Pharmaceuticals an antibody therapeutic
against hepatitis B, HepeX-B, which has recently completed a Phase 2b clinical
study in hepatitis B liver transplant patients. 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
and
the warrants 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.
Cautionary
Statement
Some
of the statements included in this press release, particularly those
anticipating future financial performance, clinical and business prospects
for
our clinical compounds for hepatitis C, XTL-2125 and XTL-6865, 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. Among the factors that could
cause our actual results to differ materially are the following: our ability
to
successfully complete cost-effective clinical trials for the drug candidates
in
our pipeline which would affect our ability to continue to fund our operations
with our available cash reserves, our ability to meet anticipated development
timelines for the drug candidates in our pipeline due to recruitment, clinical
trial results, manufacturing capabilities or other factors; and other risk
factors identified from time to time in our reports filed with the Securities
and Exchange Commission and the London Stock Exchange. 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, 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: March
22, 2006 |
By: |
/s/ Jonathan
Burgin |
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Jonathan
Burgin |
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Chief
Financial Officer
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