UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549








FORM 20-F/A

(Amendment No. 2)








(Mark One)

 ̈REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



OR



xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December
31, 2011



OR



 ̈TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



OR

 ̈SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from
____________to ___________.



Commission file number: 000-51310



XTL BIOPHARMACEUTICALS LTD.

(Exact name of registrant as specified in
its charter)



Israel

(Jurisdiction of incorporation or organization)



Herzliya Business Park

85 Medinat Hayehudim, Building G, PO Box
4033

Herzliya Pituach 46140, Israel



(Address of principal
executive offices)



David Grossman

Chief Executive Officer

85 Medinat Hayehudim, Building G, PO Box
4033

Herzliya Pituach 46140, Israel

Tel: +972-9-955-7080

Fax: +972-9-951-9727



(Name, Telephone, E-mail and/or Facsimile
number and Address of Company Contact Person)



Securities registered or to be registered
pursuant to Section 12(b) of the Act:



|American Depositary Shares, each representing  two Ordinary Shares, par value NIS 0.1 | None                                       
|------------------------------------------------------------------------------------- | -------------------------------------------
|(Title of Class)                                                                      | (Name of each exchange on which registered)











Securities registered or to be registered
pursuant to Section 12(g) of the Act:None.



Securities for which there is a reporting
obligation pursuant to Section 15(d) of the Act:None.



Indicate the number of outstanding shares
of each of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.



|10,158,081 American Depositary Shares |  | 204,031,550 Ordinary Shares
|------------------------------------- |  | ---------------------------



Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes o    No
ý



If this report is an annual or transition
report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934.



Yes o    No ý





Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.



Yes ý    No o



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter
period that the registrant was required to submit and post such files.)



Yes o    No ý



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and
large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one):



|Large accelerated filer £ | Accelerated filer £ | Non-accelerated filer S
|------------------------- | ------------------- | -----------------------



Indicate by check mark which basis of
accounting the registrant has used to prepare the financial statements included in this filing:



|£  U.S. GAAP | S  International Financial Reporting Standards as issued | £  Other
|------------ | -------------------------------------------------------- | --------
|             | by the International Accounting Standards Board          |         



If “Other” has been check
in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow.



Item 17  o   
Item 18 £



Indicate by check mark whether the registrant
is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes o    No ý











EXPLANATORY NOTE



This Amendment No. 2 (the “Amendment
No. 2”) on Form 20-F/A is filed by XTL Biopharmaceuticals, Ltd. to amend its Annual Report on Form 20-F for the fiscal year
ended December 31, 2011, originally filed with the Securities and Exchange Commission on March 29, 2012 (“2011 Form 20-F”),
and amended on March 30, 2012 to include Exhibit 10.53 (the “Amendment No. 1”). At the request of the Securities and
Exchange Commission, this Amendment No. 2 restores certain information redacted from the version of Exhibit 10.53 filed with Amendment
No. 1.



This Form 20-F/A consists of a cover page,
this explanatory note, the signature page and a revised Exhibit 10.53. Except as provided above, no other changes have been made
to the 2011 Form 20-F. Other than as expressly set forth above, this Form 20-F/A does not, and does not purport to, amend, update
or restate any information received or reflect any events that have occurred after the 2011 Form 20-F was filed.











SIGNATURES



The registrant hereby certifies that it
meets all the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this registration
statement on its behalf.





|                    | XTL BIOPHARMACEUTICALS LTD.
|------------------- | ---------------------------
|                    | (Registrant)               
|                    |                            
|                    | Signature:                 
|                    |                            
|                    |                            
|Date: June 11, 2012 |