Xtl Biopharmaceuticals Ltd - Securities Registration (foreign private issuer) (F-3/A)
06 September 2008 - 6:35AM
Edgar (US Regulatory)
As
filed with the Securities and Exchange Commission on September 5, 2008
Registration
No. 333-153055
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 1 to
FORM
F-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
XTL
BIOPHARMACEUTICALS LTD.
(Exact
Name of Registrant as Specified in Its Charter)
Israel
|
|
98-0487467
|
(State
or Other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
No.)
|
711
Executive Blvd., Suite Q
Valley
Cottage, New York 10989
Tel:
(845) 267-0707
(Address,
Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s
Principal Executive Offices)
Ron
Bentsur
Chief
Executive Officer
711
Executive Blvd., Suite Q
Valley
Cottage, NY 10989
Tel:
(845) 267-0707
Fax:
(845) 267-0926
(Name,
Address, Including Zip Code, and Telephone Number, Including Area Code, of
Agent
For Service)
The
Commission is requested to send copies of all communications to:
Mark
F. McElreath, Esq.
Alston
& Bird LLP
90
Park Avenue
New
York, New York 10016-1387
Telephone:
(212) 210-9595
Facsimile:
(212) 922-3995
Approximate
date of commencement of proposed sale to the public:
From
time to time after the effective date of this registration
statement.
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(c) 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 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 the 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
|
|
Ordinary Shares,
NIS 0.02 par value per share
(1)
|
|
$
|
31,880,000
(2
|
)
|
$
|
1,253
(3
|
)
|
(1)
|
Amount
to be registered consists of an aggregate of 8,000,000 American Depositary
Receipts to be issued by XTL Biopharmaceuticals Ltd. from time to
time in
primary offerings of XTL Biopharmaceuticals Ltd.’s ordinary shares,
including in satisfaction of payment obligations under future licensing
and servicing agreements, calculated using a per ADR price of $3.985,
the
average of the high and low prices of American Depositary Receipts,
representing the Company’s ordinary shares, reported on the Nasdaq Capital
Market on August 14, 2008.
|
(2)
|
The
proposed maximum aggregate offering price has been estimated solely
for
the purpose of calculating the
registration
fee pursuant to Rule 457(o) of the Securities
Act.
|
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 Securities and Exchange Commission, acting
pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
This
Pre-Effective Amendment No. 1 (this "Amendment") to the Registration Statement
on Form F-3 (Registration No. 333-153055) (the "Registration Statement") of
XTL
Biopharmaceuticals Ltd. is being filed solely to include Exhibit 5.1. This
Amendment does not modify any other part of the Registration Statement.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
ITEM
9.
EXHIBITS.
Exhibit Number
|
|
Description
|
5.1
|
|
Opinion
of Kantor & Co. Regarding Legality of Shares
|
23.1
|
|
Consent
of Kesselman & Kesselman, a member of PricewaterhouseCoopers
International Limited, dated August 14, 2008*
|
23.2
|
|
Consent
of Somekh Chaikin, a member firm of KPMG International, dated August
14,
2008*
|
23.3
|
|
Consent
of Kantor & Co. (included in Exhibit 5.1)
|
24.1
|
|
Power
of Attorney (included on the signature page to this Registration
Statement)*
|
*
Previously
filed.
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 for filing on Form F-3 and has duly caused this amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in Valley Cottage, New York, on September 5, 2008.
XTL
Biopharmaceuticals Ltd.
|
By:
|
/s/
Ron Bentsur
|
|
Ron
Bentsur
Chief
Executive Officer
|
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, as amended, this amendment
to
the registration statement has been signed by the following persons in the
capacities indicated as of September 5, 2008.
Signatures
|
|
Title
|
|
|
|
*
Michael
S. Weiss
|
|
Chairman
of the Board of Directors
|
|
|
|
/s/
Ron Bentsur
Ron
Bentsur
|
|
Chief
Executive Officer
|
|
|
|
/s/
Bill Kessler
Bill
Kessler
|
|
Director
of Finance
(principal
financial and accounting officer)
|
|
|
|
*
William
J. Kennedy, Ph.D
|
|
Non-executive
Director
|
|
|
|
*
Ben
Zion Weiner Ph.D
|
|
Non-executive
Director
|
|
|
|
Samuel
H. Rudman
|
|
Non-executive
Director
|
|
|
|
/s/
Ron Bentsur
Ron
Bentsur
|
|
Authorized
U.S. Representative
|
*
By:
|
/s/
Ron Bentsur
|
|
Ron
Bentsur
|
|
Attorney-in-Fact
|
EXHIBIT
INDEX
Exhibit Number
|
|
Description
|
5.1
|
|
Opinion
of Kantor & Co. Regarding Legality of Shares
|
23.3
|
|
Consent
of Kantor & Co. (included in Exhibit
5.1)
|
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