UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported) January 7, 2008
HEALTHCARE TECHNOLOGIES LTD.
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(Exact name of registrant as specified in its charter)
Israel 011-14129 N/A
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2533 Windguard Circle, Suite 101
Wesley Chapel, Florida 33544
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 813-929-4820
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 3.01. NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR
STANDARD; TRANSFER OF LISTING.
New York, NY, January 10, 2008 - Healthcare Technologies Ltd., (the "Company")
today announced that it received a letter dated January 7, 2008 from the Staff
of the Listing Qualifications Department (the "Staff Determination") of The
NASDAQ Stock Market LLC, which indicated that because the Staff believes that
the Company's Plan of Arrangement with NexGen Biofuels, Inc., which closed on
December 31, 2007, constituted a reverse merger, the surviving entity is
required to submit an initial listing application and satisfy Nasdaq's initial
listing standards. On September 7, 2007, NexGen Biofuels, Ltd. submitted its
listing application. However, the application was not approved because, among
other things, the Company did not meet the minimum $4 bid price requirement for
initial listing. Accordingly, the Company's securities will be delisted from The
NASDAQ Stock Market. In that regard, unless the Company requests an appeal of
this determination, NASDAQ will suspend trading of the Company's securities on
the Capital Market at the opening of business on January 16, 2008.
In response, the Company intends to timely request a hearing before a NASDAQ
Listing Qualifications Panel to address the Staff Determination and seek
continued listing in accordance with applicable NASDAQ rules. The Company's
hearing request will stay any delisting action pending the issuance of a
decision by the Panel following the hearing.
In the event that the Company's appeal is unsuccessful, the Company believes
that its ordinary shares will be eligible for trading on the OTC Bulletin Board,
subject to the filing of a Form 211 by a market maker.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release dated January 10, 2008
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Healthcare Technologies Ltd.
By: /s/ Eran Rotem
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Eran Rotem
Chief Financial Officer
Dated: January 10, 2008