Announcement • May 02
XTL Biopharmaceuticals Ltd. announced delayed 20-F filing On 04/30/2026, XTL Biopharmaceuticals Ltd. announced that they will be unable to file their next 20-F by the deadline required by the SEC. Announcement • Apr 30
XTL Biopharmaceuticals Ltd. (TASE:XTLB) entered into a definitive share purchase agreement to acquire Psyga Bio Ltd from the current shareholders. XTL Biopharmaceuticals Ltd. (TASE:XTLB) entered into a definitive share purchase agreement to acquire Psyga Bio Ltd from the current shareholders on April 28, 2026. Pursuant to the Purchase Agreement, XTL Biopharmaceuticals will acquire from the current shareholders of Psyga all of the issued and outstanding share capital of Psyga on a fully diluted basis in exchange for the issuance by XTL Biopharmaceuticals to the current shareholders of Psyga, by way of a private placement, of such number of ADSs of the Company representing, immediately after such issuance, 40% of the issued and outstanding share capital of XTL Biopharmaceuticals. In addition, as part of the Transaction, the shareholders of Psyga will be issued additional ADSs representing 10% of the issued and outstanding share capital of the Company as of the effective date of the Purchase Agreement upon the achievement of each of three (3) milestones (each, a “Milestone”): (i) the commencement of at least three (3) clinical trials with human patients of certain products from Psyga’s pipeline within twelve (12) months following the closing of the Transaction; (ii) the successful achievement of targets in at least two (2) clinical trials with human patients of certain products from Psyga’s pipeline within thirty-six (36) months following the closing of the Transaction; and (iii) entering the development of Ibogaine-based products triggered by execution of a binding commercialization agreement and/or development partnership agreement with a reputable third-party pharmaceutical, biotechnology, or life sciences company for the commercialization, licensing, development and/or co-development of Ibogaine-based products based on the Company’s regulatory licenses.
XTL Biopharmaceuticals's audit committee and board of directors approved the Transaction. The Purchase Agreement contains customary representations and warranties, agreements and obligations and conditions to closing, all as are customary for transactions of this nature, including, without limitation, the approval of the Transaction by the Company’s shareholders and receipt of necessary government or third-party approvals, if required.
I.F.S. Consulting and Investments Ltd acted as fairness opinion provider for XTL Biopharmaceuticals Ltd. Ronen Kantor of Amit, Pollak, Matalon & Co. acted as legal advisor for XTL Biopharmaceuticals Ltd. Yariv Reichenberg of Weksler, Bregman & Co. Advocates acted as legal advisor for Psyga Bio Ltd. Announcement • Jan 14
XTL Biopharmaceuticals Ltd. (TASE:XTLB) signed a letter of intent to acquire 85% stake in NeuroNos Limited from Beyond Air, Inc. (NasdaqCM:XAIR). XTL Biopharmaceuticals Ltd. (TASE:XTLB) signed a letter of intent to acquire 85% stake in NeuroNos Limited from Beyond Air, Inc. (NasdaqCM:XAIR) on January 13, 2026. A cash consideration of $1 million will be paid by XTL Biopharmaceuticals Ltd. The consideration consists of American Depositary Shares of XTL Biopharmaceuticals Ltd. to be issued as shall be required for Beyond Air, Inc. to beneficially own, as of the closing date of the Transaction, 19.99% of the issued and outstanding share capital of XTL Biopharmaceuticals Ltd. and three-year warrants of XTL Biopharmaceuticals Ltd. to be issued in such amount as necessary to ensure that Beyond Air, Inc. shall continue to maintain the Beneficial Ownership in relation to the exercise of certain existing XTL Biopharmaceuticals Ltd. warrants and any other issuances to employees and officers of NeuroNOS. Cash milestone payments in an aggregate amount of up to US$5,500,000, subject to the achievement of certain specified clinical and regulatory milestones, with an option for XTL Biopharmaceuticals Ltd., under certain circumstances, to discharge all such milestone payment obligations by making a single lump sum cash payment of US$4,000,000. Additionally, the LOI includes the payment of commercial milestone amounts by XTL Biopharmaceuticals Ltd. to Beyond Air, Inc based on cumulative net sales of the first NeuroNOS product, ranging from US$2,000,000 to US$12,500,000, upon attainment of specified net sales thresholds. Hence, XTL Biopharmaceuticals Ltd. will pay an earnout/contingent payment of $18 million cash.
As part of consideration, $19 million is paid towards common equity of NeuroNos Limited. The transaction will be financed through equity investment of $2 million.
The transaction is subject to approval by regulatory board / committee, approval of offer by acquirer shareholders, consummation of due diligence investigation, definitive agreement and third party approval needed.
The LOI contemplates that XTL intends to extend to the other shareholders of NeuroNOS, who collectively hold approximately 15% of the issued and outstanding share capital of NeuroNOS not owned by XAIR, the opportunity, exercisable within a specified period following the consummation of the Transaction, to exchange their Remaining Shares for ordinary shares of XTL, on terms and conditions to be set forth in the definitive agreements. 
