XTL Entered Definitive Agreement to Acquire The Social Proxy
XTL Biopharmaceuticals announced a definitive agreement to acquire The Social Proxy, an AI web data company. The deal involves issuing shares equating to 44.6% of XTL's issued share capital and paying $430,000. The acquisition aims to enhance XTL's asset portfolio with high-potential assets. The Social Proxy will operate as a subsidiary, with its shareholders appointing two board members. The transaction includes a $1.5 million private placement approved by shareholders, subject to closing conditions. XTL aims to leverage The Social Proxy's advanced IP-based platform for AI and BI applications.
- XTL will acquire The Social Proxy, expanding its IP portfolio.
- The Social Proxy's technology is 100x faster than competitors, offering a significant technological advantage.
- The acquisition includes a $1.5 million private placement to support financial needs.
- Social Proxy's shareholders will appoint two board members, potentially improving governance.
- The acquisition aligns with XTL's strategy to identify high-potential IP assets.
- XTL will issue shares representing 44.6% of its share capital, leading to shareholder dilution.
- The transaction is subject to customary closing conditions, including shareholder and government approvals, which may pose risks.
- There is a requirement for Social Proxy to reach certain financial milestones to exercise additional warrants, which may not be guaranteed.
Insights
XTL Biopharmaceuticals’ acquisition of The Social Proxy has some significant financial implications, particularly related to
From a valuation perspective, assuming the transaction's underlying assumption that The Social Proxy will add substantial value, there could be longer-term benefits. The nature of the warrants tied to financial milestones is a strategic move ensuring The Social Proxy's performance aligns with XTL's interests. However, achieving these milestones is critical for the success of this acquisition and failure to meet them could negatively impact investor sentiment.
Retail investors need to consider the risk of dilution against the potential long-term upside of adding high-growth AI technology to XTL’s portfolio. Moreover, investors should watch for updates on the financial milestones as they will offer insight into the acquisition's effectiveness.
The acquisition brings into XTL’s fold a cutting-edge AI web data technology that is 100x faster than other market solutions and claims ethical superiority by not sourcing other users' IPs. This aligns well with the current market demand for faster and more ethical data extraction solutions. Leveraging such technology can dramatically enhance XTL's capabilities in AI and BI applications, positioning it for high growth in these sectors.
However, the effectiveness of integrating The Social Proxy’s technology into XTL’s existing operations remains to be seen. The success of this integration will be important in realizing its full potential and delivering value to XTL’s shareholders.
Investors should keep an eye on any developmental updates and integration progress announcements to gauge how well the synergy between the two entities is realized.
The AI web data market is a rapidly evolving field and The Social Proxy's technology provides XTL with a competitive edge. The market for AI and BI applications is projected to expand significantly over the coming years. By incorporating advanced data extraction capabilities, XTL could capture a larger share of this high-growth market.
However, investors should note the fierce competition in the AI sector. While the technology is promising, the competitive landscape means that consistent innovation and strategic market positioning are necessary for sustained success. The acquisition is a positive step, but continuous enhancements and effective market strategies will be important for leveraging this competitive advantage effectively.
expands its IP portfolio to AI Web Data
The Social Proxy is a web data AI company
developing and powering an IP based platform
for AI & BI Applications at scale
Secured
RAMAT GAN, ISRAEL, June 05, 2024 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (the “Company” or “XTL”) announced today it has entered into a definitive share purchase agreement with the current shareholders of THE SOCIAL PROXY Ltd. (the “Social Proxy”), an AI web data company, developing and powering a unique ethical, IP based, proxy and data extraction platform for AI and BI Applications at scale (the “Purchase Agreement”).
Pursuant to the Purchase Agreement, the Company will acquire all of the issued and outstanding share capital of Social Proxy on a fully diluted basis (the “Transaction”) in exchange for the issuance by the Company to the shareholders of the Social Proxy, by way of a private placement, such number of ADSs of the Company, representing immediately after such issuance,
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 (3) years from the closing of the Transaction.
Social Proxy will operate as fully owned subsidiary of the Company and its shareholders will be entitled to appoint two (2) representatives to the Company’s board of directors out of a total of up to seven (7) directors.
The Transaction is part of the Company’s strategy to expand its assets portfolio with high potential assets.
In order to support the Company’s financial needs and in order to complete the Transaction, the Company has secured a commitment, that was approved by the shareholders on April 30th, of an investment at an amount of US
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.
The foregoing summary of the material terms of the Purchase Agreement is not complete. A full copy of the agreement can be found attached to the Company’s 6k form filed today.
Shlomo Shalev, CEO of XTL commented: “We are pleased to add the Social Proxy into our asset portfolio. During the past months we have worked closely with The Social Proxy team and believe that it will add great value to our company and shareholders. In our search for new IP based assets to XTL we have identified the AI Web Data as a high growth market and we believe we found an excellent technology and team. We are excited to add The Social Proxy technology to XTL.”
Tal Kinger, CEO of The Social Proxy commented: “We are excited to become part of the XTL team and are confident that working under XTL and its management will accelerate our growth and value creation”.
About XTL Biopharmaceuticals Ltd. (XTL)
XTL is an IP portfolio company. The company has IP surrounding hCDR1 for the treatment of Lupus disease (SLE) and Sjögren’s Syndrom (SS) and has decided, to explore collaboration with a strategic partner in order to execute the clinical trials. In parallel, the Company is actively looking to expand and identify additional IP based assets.
XTL is traded on the Nasdaq Capital Market (NASDAQ: XTLB) and the Tel Aviv Stock Exchange (TASE: XTLB.TA).
About THE SOCIAL PROXY LTD.
The Social Proxy is a web data AI company, developing and powering, a unique ethical, IP based, proxy data extraction platform for AI & BI Applications at scale.
The company self-developed, innovative, next-generation proxy technology with unlimited IPs, and 100x faster than any other solution at the market. IT DOES NOT source other users IP and is a real ethical solution.
Cautionary Note Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Any statements contained in this communication that are not statements of historical fact may be deemed forward-looking statements. Words such as “continue,” “will,” “may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” and similar expressions are intended to identify such forward-looking statements. All forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, many of which are generally outside the control of the Company and are difficult to predict. Examples of such risks and uncertainties include, but are not limited to, whether all conditions precedent in the Purchase Agreement will be satisfied, whether the closing of the Transaction will occur, whether the Company will consummation the
For further information, please contact:
Investor Relations, XTL Biopharmaceuticals Ltd.
Tel: +972 3 611 6666
Email: info@xtlbio.com
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