UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   x None Entity Type
0001023549
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  XTL BIOPHARMACEUTICALS LTD
Jurisdiction of Incorporation/Organization
ISRAEL
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  XTL BIOPHARMACEUTICALS LTD  
Street Address 1 Street Address 2
  5 HACHAROSHET ST.  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  RAANANA   ISRAEL   4365603   972 9 955 7080  



3. Related Persons
Last Name First Name Middle Name
Shalev Shlomo
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Chairman of the Board of Directors
Last Name First Name Middle Name
Fain Ossi Hillel
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive and External Director
Last Name First Name Middle Name
Nagar Oded
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive and External Director
Last Name First Name Middle Name
Bassa David
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive Director
 
Last Name First Name Middle Name
Turgeman Doron
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive Director
Last Name First Name Middle Name
Schapiro Jonathan
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive Director
Last Name First Name Middle Name
Melamed Dobroslav
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
  Non-Executive Director
Last Name First Name Middle Name
Levine Joshua
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Executive Officer
 
Last Name First Name Middle Name
Kestenbaum David
Street Address 1 Street Address 2
5 Hacharoshet St.
City State/Province/Country ZIP/Postal Code
Raanana ISRAEL 4365603
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
  Chief Financial Officer
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   x Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance o Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
o No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
x Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506(b)
o Rule 504 (b)(1)(ii) o Rule 506(c)
o Rule 504 (b)(1)(iii) o Securities Act Section 4(a)(5)
  o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2017-02-17 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests o Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
x Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security o Other (describe)
   


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
  H.C. Wainwright & Co., LLC   375
(Associated) Broker or Dealer x None (Associated) Broker or Dealer CRD Number x None
       
Street Address 1 Street Address 2
  430 PARK AVENUE, 4TH FLOOR    
City State/Province/Country ZIP/Postal Code
  NEW YORK   NEW YORK   10022
State(s) of Solicitation o All States o Foreign/Non-US
  CALIFORNIA
  ILLINOIS
  NEW JERSEY
  NEW YORK
 
 



13. Offering and Sales Amounts
Total Offering Amount $   2500000   USD o Indefinite
Total Amount Sold $   2500000   USD  
Total Remaining to be Sold $   0   USD o Indefinite
 
Clarification of Response (if Necessary)
  The warrants and shares underlying the warrants, the subject matter of this Form D, were issued in connection with an offering of (i) 1,000,000 ADSs issued in a registered direct offering; and (ii) unregistered warrants to purchase 1,000,000 ADSs.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 5


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   175000   USD x Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  H.C. Wainwright & Co. is also entitled to receive a cash management fee of $25,000, plus an expense reimbursement of $35,000. H.C. Wainwright & Co. will also receive warrants to purchase up to 50,000 of the ADSs exercisable at $4.10 per ADS.


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  The Issuer expects to use proceeds from the offering for working capital purposes, which include payment of salaries and bonuses to named executive officers estimated at $55,000.

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
XTL BIOPHARMACEUTICALS LTD /s/ Josh Levine Josh Levine CEO 2017-03-01

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