Report of Foreign Issuer (6-k)
February 22 2017 - 6:08AM
Edgar (US Regulatory)
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 February, 2017
Commission File Number:
001-36000
XTL Biopharmaceuticals Ltd.
(Translation of registrant’s name
into English)
5 Hacharoshet St.
PO Box 4423
Raanana 4365603, 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
¨
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): ____
Incorporation by Reference: This Form
6-K of XTL Biopharmaceuticals Ltd. is hereby incorporated by reference into the registration statements on Form S-8 (File No. 333-148085,
File No. 333-148754 and File No. 333-154795) and Form F-3 (File No. 333-194338).
On February 17, 2017,
XTL Biopharmaceuticals, Ltd. (the “Company”) entered into securities purchase agreements (the “Purchase Agreement”)
with certain institutional investors providing for the issuance of an aggregate of 1,000,000 American Depositary Shares (the “ADSs”)
in a registered direct offering at $2.50 per ADS for aggregate gross proceeds of $2,500,000. The offering is expected to close
on or about February 23, 2017, subject to the satisfaction of customary closing conditions. In addition, under the Purchase Agreements,
the investors received unregistered warrants to purchase 1,000,000 ADSs. The warrants may be exercised after six months from issuance
and terminate five and a half years from issuance and have an exercise price of $4.10 per ADS, subject to adjustment as set forth
therein.
The
Company also entered into an engagement agreement on November 7, 2016 (the “Engagement Agreement”), as amended on
February 16, 2017 (the “Amendment”), with Rodman & Renshaw, a unit of H.C. Wainwright & Co., LLC
(the “Placement Agent”), pursuant to which the Placement Agent agreed to serve as the exclusive placement agent
for the Company in connection with the offering. The Company agreed to pay the Placement Agent a fee equal to 7% of the gross
proceeds from the sales of shares under the transaction. In addition, the Company shall pay the Placement Agent a cash
management fee equal to 1% of the aggregate gross proceeds raised in the transaction. The Company also agreed to reimburse
the Placement Agent $45,000 for expenses in connection with this offering. The Placement Agent will receive compensation
warrants to purchase up to a number of ADSs equal to 5% of the ADSs purchased by investors in this offering. Such warrants
shall have the same terms as the warrants issued to the investors in the offering. The Engagement Agreement, as amended, has
a term of 180 days and provides the Placement Agent with a right of first refusal
to act as
the Company’s exclusive financial advisor or lead manager, underwriter or placement agent during the 10-month period
following consummation of an offering if the Company or any subsidiaries decides to enter into any merger, acquisition or
disposition transaction using a financial advisor or a debt financing using a
manager
or to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter
or placement agent, other than to current investors or certain investors previously identified to the Placement Agent.
The ADSs to be issued
in the registered direct offering will be issued pursuant to a prospectus supplement which will be filed with the Securities and
Exchange Commission (the “SEC”), in connection with a takedown from the Company’s shelf registration statement
on Form F-3 (File No. 333-194338) (the “Registration Statement”), which became effective on April 4, 2014, and the
base prospectus contained in such Registration Statement. This report shall not constitute an offer to sell or the solicitation
to buy nor shall there be any sale of the ADSs or warrants in any state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The warrants and the
ADSs underlying the warrants are being offered and sold pursuant to an exemption from the registration requirements under Section
4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated thereunder.
The investors have represented that they are accredited investors, as that term is defined in Regulation D, or qualified institutional
buyers as defined in Rule 144(A)(a), and have acquired the warrants and the ADSs underlying the warrants as principals for their
own account and have no arrangements or understandings for any distribution thereof. The offer and sale of the foregoing securities
is being made without any form of general solicitation or advertising. The warrants and the ADSs underlying the warrants have not
been registered under the Securities Act of 1933 or applicable state securities laws. Accordingly, the warrants and underlying
ADSs may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption
from the registration requirements of the Securities Act and such applicable state securities laws.
The foregoing summaries
of the terms of the Engagement Agreement, Amendment, Purchase Agreement and Warrants are subject to, and qualified in their entirety,
by such documents attached hereto as Exhibits 10.1, 10.2, 10.3 and 10.4, respectively, and are incorporated herein by reference.
The opinion of Doron Tikotzky Kantor Gutman Cederboum & SRFK relating to the legality of the issuance and sale of the ordinary
shares underlying the ADSs is attached as Exhibit 5.1. The Company previously announced the offering in a press release issued
on February 17, 2017, which was included as an exhibit to a Report on Form 6-K filed with the SEC on February 17, 2017.
Warning Concerning Forward Looking Statements
This Report of Foreign
Private Issuer on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons,
including some reasons which are beyond the Company’s control. For example, this report states that the offering is expected
to close on or about February 23, 2017. In fact, the closing of the offering is subject to various conditions and contingencies
as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified
contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon
the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update
any forward looking statements in order to reflect any event or circumstance that may arise after the date of this report.
Exhibit Index
Exhibit No.
|
|
Description
|
|
|
|
5.1
|
|
Opinion of Doron Tikotzky Kantor Gutman Cederboum & SRFK
|
|
|
|
10.1
|
|
Letter Agreement between Rodman & Renshaw, a unit of H.C.
Wainwright & Co., LLC, and XTL Biopharmaceuticals Ltd. dated November 7, 2016
|
|
|
|
10.2
|
|
Amendment to Letter Agreement between Rodman & Renshaw, a
unit of H.C. Wainwright & Co., LLC, and XTL Biopharmaceuticals Ltd. dated February 16, 2017
|
|
|
|
10.3
|
|
Form of Securities Purchase Agreement
|
|
|
|
10.4
|
|
Form of Warrant
|
|
|
|
23.1
|
|
Consent of Doron Tikotzky Kantor Gutman Cederboum & SRFK (contained in Exhibit 5.1)
|
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: February 21, 2017
|
By:
|
/s/ Josh Levine
|
|
|
Josh Levine
|
|
|
Chief Executive Officer
|
XTL Biopharmaceuticals (NASDAQ:XTLB)
Historical Stock Chart
From Aug 2024 to Sep 2024
XTL Biopharmaceuticals (NASDAQ:XTLB)
Historical Stock Chart
From Sep 2023 to Sep 2024