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. Announcement • Apr 07
XTL Biopharmaceuticals Ltd. Announces Chief Executive Officer Changes XTL Biopharmaceuticals Ltd. announced the appointment of Noam Band as the Company's new Chief Executive Officer. Mr. Band replaces Shlomo Shalev who will continue as the Chairman of the Board of Directors. Previously, Mr. Band has served as the Chairman and Chief Executive Officer of Gix Internet Ltd. (formerly Algomizer Ltd.) a publicly traded technology company specializing in online marketing, and as the Chief Executive Officer of Dotomi (acquired by ValueClick), where he oversaw operations and strategic initiatives in the digital marketing space. From 2020 through its acquisition in 2023 he served as a board advisor to 7digital Group plc (formerly AIM: 7DIG), contributing to its strategic direction and corporate governance. He has also served as the Chief Executive Officer of Monitor2Heart, and also served as a Chairman of Viewbix Inc. (OTCMKTS: VBIX) from 2018 to 2020. He holds an MBA and a B.A. in Economics from The Hebrew University of Jerusalem. Announcement • Aug 16
XTL Biopharmaceuticals Ltd. (TASE:XTLB) completed the acquisition of THE SOCIAL PROXY Ltd. XTL Biopharmaceuticals Ltd. (TASE:XTLB) entered into a binding term sheet to acquire THE SOCIAL PROXY Ltd. on March 19, 2024. In exchange, the XTL will issue a certain number of ADS's to Social Proxy shareholders, representing 44.6% of the company's share capital. Additionally, the company will pay $0.43 million to the shareholders of Social Proxy. The completion of the Transaction is subject to negotiation of definitive agreements, containing representations, warranties and covenants as well as the satisfaction of various conditions required prior to closing, all as are customary for transactions of this nature, including, without limitation, the satisfaction of the Company, in its sole discretion, of a due diligence into Social Proxy, the approval of the Transaction by the Company’s shareholders and receipt of necessary government or third-party approvals, if required. As of June 5, 2024, XTL Biopharmaceuticals Ltd. entered into a definitive share purchase agreement to acquire THE SOCIAL PROXY Ltd. In addition, as part of the Transaction, the shareholders of Social Proxy will be issued additional warrants, which may only be exercised upon reaching certain financial measured milestones within a period of up to three years from the closing of the Transaction. As per terms, Social Proxy will operate as fully owned subsidiary of the Company and its shareholders will be entitled to appoint two representatives to the Company’s board of directors out of a total of up to seven directors.
XTL Biopharmaceuticals Ltd. (TASE:XTLB) completed the acquisition of THE SOCIAL PROXY Ltd. on August 14, 2024. Announcement • Jul 23
XTL Biopharmaceuticals Ltd., Annual General Meeting, Jul 22, 2024 XTL Biopharmaceuticals Ltd., Annual General Meeting, Jul 22, 2024. Location: doron tikotzky kantor gutman & amit gross, 7 metsada st., b.s.r tower 4, 33 floor, bnei brak Israel Announcement • Oct 21
XTL Biopharmaceuticals Receives Nasdaq Notification Regarding Minimum Bid Price Deficiency XTL Biopharmaceuticals Ltd. announced that the Company received a written notification from the Nasdaq Stock Market LLC on October 18, 2023, notifying the Company that it is not in compliance with the minimum bid price requirement set in the Nasdaq Rules for continued listing on the Nasdaq. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of USD 1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company's American Depositary Shares for the 30 consecutive business days from September 6, 2023, to October 17, 2023, the Company no longer meets the minimum bid price requirement. The Notification Letter does not impact the Company's listing on the Nasdaq Capital Market at this time and the Company's ADSs continue to trade on the Nasdaq Capital Market under the symbol "XTLB". In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has 180 calendar days, or until April 15, 2024, to regain compliance. The Notice states that to regain compliance, the bid price for the ADSs must close at USD 1.00 per ADS or more for a minimum of ten (10) consecutive business days during the compliance period ending April 15, 2024. In the event the Company does not regain compliance during the compliance period, the Company may be eligible for additional time. To qualify for this additional time, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period, by effecting a reverse share split, if necessary. If the Company meets tese requirements, Nasdaq will inform the Company it has been granted an additional 180 calendar days to regain compliance with Nasdaq's current listing requirements. However, if it appears to Nasdaq that the Company will not be able to cure this deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company's securities will be subject to delisting. The Company will continuously monitor the closing bid price of its ADSs between now and April 15, 2024, and will evaluate its options to regain compliance with Nasdaq Listing Rule 5550(a)(2) before such date. However, there can be no assurance that the Company will be able to regain compliance with the Minimum Bid Price or maintain compliance with other Nasdaq listing standards. New Risk • Jun 08
New minor risk - Share price stability The company's share price has been volatile over the past 3 months. It is more volatile than 75% of American stocks, typically moving 10% a week. This is considered a minor risk. Share price volatility indicates the stock is highly sensitive to market conditions or economic conditions rather than being sensitive to its own business performance, which may also be inconsistent. It also increases the risk of potential losses in the short term as the stock tends to have larger drops in price more frequently than other stocks. Currently, the following risks have been identified for the company: Major Risks Earnings have declined by 34% per year over the past 5 years. Revenue is less than US$1m. Market cap is less than US$10m (US$6.56m market cap). Minor Risk Share price has been volatile over the past 3 months (10% average weekly change).