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 the month of December, 2008
Commission File Number: 000-51310
XTL Biopharmaceuticals Ltd.
(Translation of registrant's name into English)
711 Executive Blvd., Suite Q
Valley Cottage, New York 10989
(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 Form 40-F
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):
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):
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 No
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A
Incorporation by Reference: This Form 6-K of XTL Biopharmaceuticals Ltd. dated December 30, 2008 is hereby incorporated by
reference into the registration statements on Form F-3 (File No. 333-141529, File No. 333-147024 and File No. 333-153055) filed by
XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on March 23, 2007 , October 30, 2007 and August 15,
2008, respectively, and the registration statements on Form S-8 (File No. 333-148058, File No. 333-148574 and File No. 333-154795)
filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on December 14, 2007, January 18, 2008, and
October 28, 2008, respectively.
On December 30, 2008, XTL Biopharmaceuticals Ltd. (the “Company”) responded to a letter received from the staff of The Nasdaq
Stock Market LLC (the “Staff”) on December 15, 2008, advising it that the Company may be deemed to be a “public shell,” which raises
public interest concerns as set forth in Marketplace Rules 4300 and 4330. As was requested, the Company provided the Staff with a response
letter in timely fashion.
In addition, on or about January 31, 2008, Mr. Ron Bentsur, the Company’s Chief Executive Officer, will be departing the Company.
Cautionary Statement
Some of the statements included in this press release, including statements regarding possible changes in the status of the listing of the of the
Company’s securities on Nasdaq, 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. Any forward-looking statements set forth in this filing speak only as of the date of this filing. We do not intend to update any of these
forward-looking statements to reflect events or circumstances that occur after the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
XTL BIOPHARMACEUTICALS LTD.
Date: December 30, 2008 By: /s/ Ron Bentsur
Ron Bentsur
Chief Executive Officer
