Form 6-K XTL BIOPHARMACEUTICALS For: Dec 01

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 6-K

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Report of Foreign Private Issuer

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Pursuant to Rule 13a-16 or 15d-16

of the Securities Exchange Act of 1934

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For the month of December, 2014

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Commission File Number: 000-51310

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XTL Biopharmaceuticals Ltd.

(Translation of registrant’s name into English)

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85 Medinat Hayehudim St., Herzliya
Pituach, PO Box 4033,

____________Herzliya 4614001, Israel____________

(Address of principal executive offices)

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

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Form 20-F�x Form 40-F��

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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): ____

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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): ____

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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.

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Yes���No�x

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If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

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Incorporation by Reference: This Form 6-K of XTL Biopharmaceuticals Ltd. dated December 1, 2014 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) filed by XTL Biopharmaceuticals Ltd. with the Securities and Exchange Commission on December 14, 2007, January 18, 2008, and October 28, 2008, respectively.

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Herzliya, 1 December 2014, XTL Biopharmaceuticals Ltd. announces the amendment of item 3 on the agenda of the Annual General Meeting of shareholders scheduled for December 30, 2014, so that Mr. David Bassa will not be granted any compensation, including the allotment of 150,000 non-tradable stock options.

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In addition, due to the amendment above, assuming that the full amount of the Directors Options is exercised, the shares deriving from said exercise will constitute 0.25% of the issued and paid up capital, and 0.24% on a fully diluted basis, and assuming that the full amount of Options is exercised, the shares deriving from said exercise will constitute 0.32% of the issued and paid up capital, and 0.31% on a fully diluted basis. .

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Other than the above-said, no additional change is made to any other item on the agenda for the Annual General Meeting

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About XTL Biopharmaceuticals Ltd. (“XTL”)

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XTL Biopharmaceuticals Ltd., a biopharmaceutical company, focuses on the acquisition and development of pharmaceutical products for the treatment of unmet clinical needs. XTL is focused on late stage clinical development of drugs for the treatment of multiple myeloma, schizophrenia and lupus.

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XTL is a public company traded on the Nasdaq Capital Market (NASDAQ: XTLB) and the Tel-Aviv Stock Exchange (TASE: XTL). XTL shares are included in the following indices: Tel-Aviv Biomed, Tel-Aviv MidCap, and Tel-Aviv Bluetech-50.

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Contact:

Investor Relations, XTL Biopharmaceuticals Ltd.

Tel: +972 9 955 7080, Email: [email protected], www.xtlbio.com

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Cautionary Statement

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Some of the statements included in this Form 6-K 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.

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SIGNATURES

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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.

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�	XTL BIOPHARMACEUTICALS LTD.	�
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Date: December 1, 2014	By: _/s/ David Kestenbaum	�
�	David Kestenbaum	�
�	Chief Financial Officer	�
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