XTL Biopharmaceuticals Receives Notice of Non-Compliance with Nasdaq Marketplace Rule Due to Changes in Board Composition
16 August 2008 - 6:25AM
PR Newswire (US)
VALLEY COTTAGE, N.Y., Aug. 15 /PRNewswire-FirstCall/ -- XTL
Biopharmaceuticals Ltd. (NASDAQ:XTLBNASDAQ:TASE:NASDAQ:XTL)
announced today the receipt of a Staff Deficiency Letter from The
Nasdaq Stock Market ("Nasdaq") indicating that the Company fails to
comply with the audit committee composition requirements of Nasdaq
Marketplace Rule 4350(d)(2), which requires XTL to maintain an
audit committee comprised of at least three independent directors.
XTL, an Israeli domiciled company, is required by the Israeli
Companies Act to elect two External Directors to the Company's
Board of Directors, each to serve a three-year term. XTL's last
External Directors were appointed on August 1, 2005, and their term
expired on July 31, 2008. The Israeli Companies Act requires
further that XTL's audit committee consist of three directors and
that both External Directors be members of the audit committee. As
a result of the expiration of the External Directors' term of
office on July 31, 2008, and the fact that new External Directors
have yet to be elected, XTL does not currently have a valid Audit
Committee under the Israeli Companies Act and consequently does not
comply with Nasdaq Marketplace Rule 4350(d)(2). XTL has commenced a
process to identify qualified replacements to fill the two External
Director vacancies, and expects to complete this process and
provide evidence of its compliance with the Marketplace Rules to
Nasdaq in short order. Until that time, the Company's Board of
Directors, comprised of five directors, one of whom is a financial
expert, and four of whom are considered by XTL to be independent
directors under the Securities Exchange Act of 1934 and applicable
listing rules of Nasdaq, will assume, for the purposes of corporate
governance matters, the duties of the audit committee to the extent
permitted. ABOUT XTL BIOPHARMACEUTICALS LTD. XTL Biopharmaceuticals
Ltd. ("XTL") is engaged in the development of therapeutics for the
treatment of diabetic neuropathic pain and HCV. XTL is developing
Bicifadine, a serotonin and norepinephrine reuptake inhibitor, for
the treatment of diabetic neuropathic pain, which is currently in a
Phase 2b study. XTL has out-licensed its novel pre-clinical HCV
small molecule inhibitor program. XTL also has an active
in-licensing and acquisition program designed to identify and
acquire additional drug candidates. XTL is publicly traded on the
NASDAQ and Tel-Aviv Stock Exchanges (NASDAQ:XTLB)(TASE:XTL).
Cautionary Statement Some of the statements included in this press
release, particularly those anticipating the continued
uninterrupted trading of the Company's ADRs on the NASDAQ Capital
Market and the Company's ability to maintain compliance with NASDAQ
Capital Market listing requirements, 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. Risk factors that could adversely
affect our operations are identified from time to time in our
reports filed with Securities and Exchange Commission, including
our annual report on Form 20-F filed with the Securities and
Exchange Commission on March 27, 2008. 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. DATASOURCE:
XTL Biopharmaceuticals Ltd. CONTACT: Ron Bentsur, Chief Executive
Officer of XTL Biopharmaceuticals Ltd., +1-845-267-0707 ext. 225
Web site: http://www.xtlbio.com/
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