As filed with the Securities and Exchange Commission on February 28, 2018.
Registration No. 333-208817
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 3 to
FORM F-1
XTL Biopharmaceuticals Ltd.
(Exact name of registrant as specified in its charter)
Israel | 2834 | Not Applicable |
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
5 Badner St.
Ramat Gan, Israel, 5218102
Tel: (972) 3-6116600
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
c/o Corporation Trust Company
Corporation Trust Center
1209 N. Orange Street
Wilmington, DE 19801
(800) 677-3394
(Name, Address, including zip code, and telephone number, including area code, of agent for service)
Copies of all correspondence to:
Gregory Sichenzia, Esq. | Ronen Kantor, Adv. |
Avital Perlman, Esq. | Ron Soulema, Adv. |
Sichenzia Ross Ference Kesner LLP | Doron Tikotzky Kantor Gutman & Amit Gross. |
1185 Avenue of the Americas | 7 Metsada St. |
New York, NY 10036 | Bnei Brak, Israel 5126112 |
Tel: (212) 930-9700 | Tel: (972) 3-6133371 |
Fax: (212) 930-9725 | Fax: (972) 3-6133372 |
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
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. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) 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 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 post-effective amendment filed pursuant to Rule 462(d) 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. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging growth company¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act.¨
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
XTL Biopharmaceuticals Ltd. (the “Registrant”) is filing this Amendment No. 3 (the “Amendment”) to its Registration Statement on Form F-1 (Registration Statement No. 333-208817) (the “Registration Statement”) to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 8 of Part II of the Registration Statement, the signature page, the Exhibit Index and Exhibit 5.1. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 8. Exhibits and Financial Statement Schedules
(a) | Exhibits |
See Exhibit Index.
The agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards of “materiality” that are different from “materiality” under the applicable securities laws; and (iv) were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, the registrant is responsible for considering whether additional specific disclosures of material information regarding material contractual provisions are required to make the statements in this registration statement not misleading.
(b) | Financial Statement Schedules |
All schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth in the consolidated financial statements and related notes thereto.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Ramat Gan, State of Israel on this 28th day of February 2018.
XTL Biopharmaceuticals Ltd. | |||
By: | /s/ Joshua Levine | ||
Joshua Levine | |||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:
Name | Title | Date | ||
Chief Executive Officer | ||||
/s/ Joshua Levine | (principal executive officer) | February 28, 2018 | ||
Joshua Levine | ||||
/s/ Itay Weinstein | Chief Financial Officer | |||
Itay Weinstein | (principal financial officer and principal | |||
accounting officer) | February 28, 2018 | |||
/s/ * | Chairman of the Board | |||
Shlomo Shalev | February 28, 2018 | |||
Director | ||||
Alexander Rabinovich | February 28, 2018 | |||
/s/ * | Director | |||
Osnat Hillel Fain | February 28, 2018 | |||
/s/ * | Director | |||
Oded Nagar | February 28, 2018 | |||
/s/ * | Director | |||
Jonathan Schapiro | February 28, 2018 | |||
/s/ * | Director | |||
Dobroslav Melamed | February 28, 2018 | |||
/s/ * | Director | |||
Doron Turgeman | February 28, 2018 |
* By executing his name hereto, Joshua Levine is signing this document on behalf of the persons indicated above pursuant to the powers of attorney duly executed by such persons and filed with the Securities and Exchange Commission.
By: | /s/ Joshua Levine | |
Joshua Levine | ||
February 28, 2018 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, the undersigned, as the duly authorized representative of XTL Biopharmaceuticals Ltd. in the United States, signed this registration statement on February 28, 2018.
XTL Biopharmaceuticals Ltd. | |||
By: | /s/ Joshua Levine | ||
Name: Joshua Levine |
EXHIBIT INDEX
23.2 | Consent of Doron Tikotzky Kantor Gutman & Amit Gross (included in Exhibit 5.1)* | |
24.1 | Power of Attorney (6) |
* | Filed herewith. |
† | Certain confidential information contained in this exhibit was omitted. |
(1) | Incorporated by reference from the registration statement on F-6 filed with the Securities and Exchange Commission on November 28, 2007, as it may be amended or restated. |
(2) | Incorporated by reference from the annual report on Form 20-F filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on March 23, 2007 |
(3) | Incorporated by reference from the annual report on Form 20-F filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on April 6, 2009. |
(4) | Incorporated by reference from the annual report on Form 20-F filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on May 30, 2011 |
(5) | Incorporated by reference from the annual report on Form 20-F filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on April 2, 2014 |
(6) | Incorporated by reference from the registration statement on F-1 filed with the Securities and Exchange Commission on December 31, 2015 |
(7) | Incorporated by reference from the current report on Form 6-K filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on February 22, 2017 |
(8) | Incorporated by reference from the current report on Form 6-K filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on March 9, 2017 |
(9) | Incorporated by reference from the registration statement on Form 20-F filed with the Securities and Exchange Commission on August 10, 2005 |
(10) | Incorporated by reference from the registration statement on Form F-1 filed with the Securities and Exchange Commission on February 1, 2018 |