XTL Biopharmaceuticals Ltd. filings document foreign-private-issuer current reports, capital-structure actions, governance matters, and material events involving its ADSs and ordinary shares. Recent Form 6-K reports cover ADS-to-ordinary-share ratio disclosures, shareholder meeting results, authorized share-capital amendments, director elections, private-placement approvals, and material agreements.
The filing record also documents Nasdaq listing notifications, the company's IP portfolio identity, and court-ordered liquidation proceedings involving its wholly owned subsidiary The Social Proxy Ltd. These disclosures frame XTL's public-company status, shareholder approvals, securities structure, and risks tied to operating continuity and strategic transactions.
XTL Biopharmaceuticals Ltd. has called an Extraordinary General Meeting on June 22, 2026 to seek shareholder approval for a transformative transaction and related funding. The company plans to acquire not less than 80% and up to 100% of Psyga Bio Ltd., paying in newly issued ADSs (and possible warrants) that could initially represent up to 40% of XTL’s post‑issuance share capital, plus three milestone-based issuances of up to 10% each. A linked private placement of US$1,500,000 in ADSs and warrants from director Alexander Rabinovitch and other investors, and a doubling of authorized share capital from 2.9 billion to 5.8 billion ordinary shares, are also on the agenda. Nasdaq has granted XTL a continued listing exception conditional on completing the Psyga transaction and meeting all listing requirements by June 30, 2026. Shareholders will additionally vote on appointing BARZILY & CO. C.P.A as independent auditor for 2025.
XTL Biopharmaceuticals Ltd. has received a conditional decision from a Nasdaq Hearings Panel allowing its American Depositary Shares to remain listed. The Panel’s exception requires the company to complete its planned acquisition of Psyga Bio Ltd. and demonstrate full compliance with Nasdaq’s continued listing rules.
The Psyga transaction, supported by a commitment for up to US$1,500,000 through a private placement at closing, is expected to close after shareholder approval and no later than June 29, 2026. The Panel’s decision specifies that by June 30, 2026 the company must complete the Psyga transaction and meet all Nasdaq requirements, or its listing remains at risk.
Nasdaq also noted a prior violation of Listing Rule 5550(a)(2), while acknowledging that the company’s securities have traded above a $1 closing bid price since a reverse stock split (via ADS ratio change) on March 25, 2026. The company cautions that there is no assurance the Psyga transaction will close or that it will ultimately regain and maintain full compliance.
XTL Biopharmaceuticals Ltd. agreed to acquire 100% of Psyga Bio Ltd. in an all‑stock transaction. XTL will issue new ADSs so that Psyga’s current shareholders hold 40% of XTL’s outstanding share capital immediately after closing, with no cash paid at closing.
Psyga brings a licensed GMP‑ready psychedelic manufacturing facility, a library of over 180 mushroom strains and seven approved Phase 2a human clinical trials across mental health, neurological and addiction indications. Psyga’s shareholders may receive up to three additional 10% blocks of XTL equity upon achieving specified clinical and ibogaine commercialization milestones.
The deal is an interested party transaction under Israeli law because XTL director and 24.9% shareholder Alexander Rabinovich is also Psyga’s chairman and shareholder; XTL’s audit committee and board approved it after an independent fairness opinion. Closing requires shareholder and regulatory approvals and assumes XTL maintains its Nasdaq listing. XTL also secured a commitment for a US$1,500,000 private placement to fund operations and support completion of the transaction.
XTL Biopharmaceuticals Ltd director Osnat Hillel Fain has reported an existing options holding on a Form 3. The filing shows options over 1,000,000 underlying Ordinary Shares with an exercise price of $0.014 per share and an expiration date of March 17, 2029.
According to the disclosure, the option vests in three equal annual installments beginning on March 17, 2024. The exercise price was originally set in New Israeli Shekels and is presented in U.S. dollars based on a Bank of Israel exchange rate of NIS 3.1190 = USD 1.00 reported on March 19, 2026.
XTL Biopharmaceuticals Ltd filed an initial insider ownership report (Form 3) for Niv Segal, identified as Chief Financial Officer. The filing does not list any reportable transactions or derivative positions and serves to establish Segal’s status as a reporting person for future ownership disclosures.
XTL Biopharmaceuticals Ltd. is changing the ratio of its American Depositary Shares (ADSs) so that each ADS will represent four hundred ordinary shares instead of one hundred. The company anticipates this ADS ratio change will take effect on March 25, 2026.
For ADS holders, this functions like a one-for-four reverse ADS split. Every four existing ADSs will be exchanged for one new ADS, with certificated holders required to surrender certificates and book-entry holders adjusted automatically. XTL’s ADSs will continue trading on the Nasdaq Capital Market under the ticker XTLB.
No ordinary shares will be issued or cancelled, and no fees will be charged for exchanging existing ADSs for new ADSs. Fractional new ADS entitlements will be aggregated and sold by the depositary bank, and net cash proceeds distributed to applicable holders. The company states that the ADS trading price is expected to increase proportionally, though there is no assurance it will equal four times the prior ADS price.
XTL Biopharmaceuticals reports that its previously announced letter of intent with Beyond Air, Inc. for a potential acquisition of NeuroNOS Ltd. has lapsed. The letter of intent expired on March 9, 2026 because the parties did not sign a definitive agreement.
Beyond Air notified XTL on the same date that it considers the letter of intent terminated, and that both sides are released from further obligations, other than provisions that expressly survive termination, such as confidentiality. This update confirms that the contemplated NeuroNOS transaction is not moving forward under the expired agreement.
XTL Biopharmaceuticals Ltd. reported that Nasdaq’s Listing Qualifications Staff has issued a determination letter stating its belief that XTL is a “public shell” under Nasdaq Listing Rule 5101 and that continued listing of the company’s American Depositary Shares is no longer warranted. The Staff also cited separate deficiencies with Nasdaq’s minimum $2,500,000 stockholders’ equity requirement and the minimum $1 bid price rule.
The company plans to request a hearing before a Nasdaq Hearings Panel, which would temporarily prevent suspension and delisting while the Panel reviews the case. If XTL does not request the hearing by March 4, 2026, trading on the Nasdaq Capital Market is expected to be suspended on March 6, 2026, followed by removal of the listing through a Form 25-NSE filing.
XTL Biopharmaceuticals Ltd. filed a report summarizing the results of an Extraordinary General Meeting of Shareholders. The meeting was originally scheduled for February 17, 2026, but was adjourned by one week due to lack of quorum and held on February 24, 2026, in Tel Aviv.
At the rescheduled meeting, shareholders approved all proposals that were previously outlined in the company’s January 13, 2026 announcement by the required majority. The report is signed on behalf of the company by Chief Executive Officer Noam Band.
XTL Biopharmaceuticals Ltd. reports that an Israeli court has formally opened insolvency proceedings for its wholly owned subsidiary, The Social Proxy Ltd., under Israel’s Insolvency and Economic Rehabilitation Law, 2018. After determining that Social Proxy is insolvent and has no reasonable prospect of economic rehabilitation, the court ordered its liquidation and appointed a trustee to oversee the process.
The company is assessing how this liquidation will affect it, including the recoverability of an approximately $1.5 million loan it had extended to Social Proxy. XTL describes itself as an IP portfolio company that owns 100% of Social Proxy and has sublicensed an IP portfolio related to hCDR1 for the treatment of lupus (SLE).