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) February 26, 2008
NEXGEN BIOFUELS, LTD
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(Exact name of registrant as specified in its charter)
Israel 0-17788 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 813-929-4802
Healthcare Technologies Ltd.
Beit Amargad, 32 Shaham Street
Kiryat Matalon, Petach Tikva 49170, Israel
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(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.
On January 7, 2008, NexGen Biofuels Ltd. (f/k/a Healthcare Technologies Ltd.)
(the "Company") received from the Staff of the Listing Qualifications Department
(the "Determination") of The NASDAQ Stock Market LLC, a letter (the "Letter")
which indicated that because the Staff believed that the Company's Plan of
Arrangement with NexGen Biofuels, Inc., which closed on December 31, 2007,
constituted a reverse merger, the surviving entity was required to submit an
initial listing application and satisfy Nasdaq's initial listing standards.
NexGen Biofuels, Ltd. had submitted a listing application on September 7, 2007,
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 Letter indicated that the Company's securities would be
delisted from The NASDAQ Stock Market.
The Company filed for an appeal of the Determination. On February 21, 2008, the
Company had a hearing before the Nasdaq Listing Qualifications Panel (the
"Panel") to review the Determination.
On February 26, 2008, the Company received a letter from the Panel, informing
the Company that the Panel had determined to delist the Company's securities
from The Nasdaq Stock Market and will suspend trading of the securities
effective at the open of business on Thursday, February 28, 2008.
The Company believes that, following the recent filing of a Form 211 by a
market maker, its ordinary shares will be eligible for trading on the OTC
Bulletin Board.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1 Press Release dated February 27, 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.
NexGen Biofuels Ltd.
By: /s/ Eran Rotem
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Eran Rotem
Chief Financial Officer
Dated: February 27, 2008