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
June
07, 2006
Commission
File Number: 000-51310
XTL
Biopharmaceuticals Ltd.
(Translation
of registrant's name into English)
750
Lexington Avenue, 20th Floor
New
York, NY 10022
(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. PROVIDES UPDATE TO 2005 ANNUAL REPORT ON FORM
20-F
NEW
YORK,
NEW YORK, June 2, 2006 - XTL Biopharmaceuticals Ltd., (NASDAQ: XTLB; LSE: XTL;
TASE: XTL) (“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, today provided an update
to
its annual report on Form 20-F (the “Annual Report”), filed with the U.S.
Securities and Exchange Commission on May 25, 2006. Pursuant
to
Nasdaq Marketplace Rule 4350(b)(1)(B), which requires an issuer that receives
an
audit opinion that contains a going concern qualification to make a public
announcement disclosing the receipt of such qualification, XTL today announced
that the auditors’ report dated March 17, 2006 on XTL’s financial statements for
the year ended December 31, 2005, as filed in the Annual Report, contained
this
qualification.
However,
the going concern issue is no longer applicable as, subsequent to the auditors’
report, on
March
20, 2006, XTL announced that it had entered into definitive agreements with
institutional investors relating to a private placement of $28 million in gross
proceeds through the issuance of ordinary shares of XTL, represented by American
Depositary Receipts, and warrants. The private placement closed on May 25,
2006,
and, as a result, XTL’s management believes that there are sufficient cash
resources to finance XTL’s planned operations for at least the next 24
months.
ABOUT
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 - presently in Phase 1 clinical trials in patients
with chronic hepatitis C. 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).
Cautionary
Statement
Some
of the statements included in this press release, particularly those
anticipating future financial performance, 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, the sufficiency of our financial and cash resources
to
continue to fund our company as a going concern; 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: June
07, 2006 |
By: |
/s/ Jonathan
Burgin |
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Jonathan
Burgin |
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Chief
Financial Officer |