XTL Biopharmaceuticals Acquires 85% of Beyond Air’s Subsidiary NeuroNOS, Entering the Massive Autism Market with Nobel Prize-Winning Scientific Leadership

Rhea-AI Summary

XTL Biopharmaceuticals (NASDAQ:XTLB) agreed on Jan. 13, 2026 to acquire 85% of NeuroNOS from Beyond Air (NASDAQ:XAIR) to build a disease‑modifying autism and neuro‑oncology platform. Transaction consideration includes 19.9% of XTL share capital to Beyond Air, $1.0M cash, and up to $32.5M in milestone payments (development and commercial). NeuroNOS holds FDA Orphan Drug designations for Phelan‑McDermid Syndrome and glioblastoma. Leadership includes founder Prof. Haitham Amal and two Nobel laureates. The release cites autism prevalence of 1 in 31 U.S. children and notes a $50M NIH allocation for autism research.

Positive

• Majority control: XTL to acquire 85% of NeuroNOS
• Up to $32.5M milestone structure aligns payments to development and sales
• Regulatory: Two FDA Orphan Drug designations secured
• Scientific leadership: Founder plus two Nobel laureates named

Negative

• Share issuance yields Beyond Air ~19.99% of XTL post-transaction (material dilution)
• Contingent liabilities: Up to $32.5M in milestone payments could require cash or equity funding

News Market Reaction

+150.00% 2685.4x vol

43 alerts

+150.00% News Effect

+177.7% Peak in 4 hr 30 min

+$13M Valuation Impact

$21M Market Cap

2685.4x Rel. Volume

On the day this news was published, XAIR gained 150.00%, reflecting a significant positive market reaction. Argus tracked a peak move of +177.7% during that session. Our momentum scanner triggered 43 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $13M to the company's valuation, bringing the market cap to $21M at that time. Trading volume was exceptionally heavy at 2685.4x the daily average, suggesting very strong buying interest.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Autism prevalence: 1 in 31 children NIH autism funding: $50 million Stake in NeuroNOS: 85% +5 more

8 metrics

Autism prevalence 1 in 31 children Approximate U.S. Autism Spectrum Disorder prevalence cited in article

NIH autism funding $50 million New U.S. federal funding allocation for autism research initiatives

Stake in NeuroNOS 85% Portion of NeuroNOS being acquired by XTL Biopharmaceuticals

Equity consideration 19.99% of XTL Beyond Air’s post-transaction ownership of XTL share capital

Cash payment $1 million Upfront cash component payable by XTL for NeuroNOS acquisition

Total milestones $32.5 million Maximum development and commercial milestone payments to Beyond Air

Clinical milestones $5.5 million Clinical development milestone payments from Phase 1 through NDA submission

Commercial milestones $26 million Milestones tied to achieving product sales targets

Market Reality Check

Price: $1.16 Vol: Volume 102,211 vs 20-day ...

low vol

$1.16 Last Close

Volume Volume 102,211 vs 20-day average 151,073 (relative volume 0.68). low

Technical Price 0.876 is far below 200-day MA 2.78, 91.58% below 52-week high 10.4 and only 30.11% above 52-week low 0.6733.

Peers on Argus

Peers showed mixed moves: SINT up 2.41%, AIMD up 3.26%, while INBS was down 33.6...

1 Up 1 Down

Peers showed mixed moves: SINT up 2.41%, AIMD up 3.26%, while INBS was down 33.65% and NVNO down 11.35%. Momentum scanner flagged INBS down 7.27% and PAVM up 10.58% without news, indicating stock-specific rather than coordinated sector action around this announcement for XAIR.

Historical Context

5 past events · Latest: Dec 30 (Neutral)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Dec 30	CFO appointment	Neutral	-0.8%	Named new CFO with equity inducement option and defined vesting schedule.
Dec 17	Commercial expansion	Positive	+2.7%	Signed new LungFit PH distribution deals expanding reach to 39 countries.
Nov 26	CFO transition	Neutral	+1.5%	CFO resignation with interim replacement and commentary on business transition.
Nov 10	Earnings update	Positive	-1.1%	Reported Q2 revenue growth to $1.8M and raised full-year revenue guidance.
Nov 05	Financing deal	Positive	+1.1%	Entered $12M note and $20M ELOC to support growth and extend runway.

Pattern Detected

Recent news often produced modest price reactions, with financing and commercial expansion updates generally aligning positively, while a strong earnings update saw a small negative move.

Recent Company History

Over the past few months, Beyond Air issued several financial and corporate updates. An early November 2025 financing secured up to $32 million, extending runway into calendar 2027. Fiscal Q2 2026 results on November 10, 2025 showed revenue rising to $1.8 million and updated guidance of $8–$10 million, but also continued losses. The company added international LungFit PH distribution agreements across 39 countries on December 17, 2025. Leadership changes in the CFO role were disclosed in late November and on December 30, 2025. Today’s NeuroNOS transaction builds on this pattern of balance-sheet management and portfolio repositioning.

Regulatory & Risk Context

Active S-3 Shelf

Shelf Active

Active S-3 Shelf Registration 2025-09-30

Beyond Air has an active S-3/A shelf dated 2025-09-30, with at least one recorded usage via a 424B3 filing on 2025-12-16. The shelf is currently marked as not effective in the context data and expires on 2028-09-30, indicating ongoing registered capital-raising capacity subject to effectiveness.

Market Pulse Summary

The stock surged +150.0% in the session following this news. A strong positive reaction aligns with ...

Analysis

The stock surged +150.0% in the session following this news. A strong positive reaction aligns with the strategic nature of this deal, which transfers 85% of NeuroNOS to XTL while Beyond Air retains economic exposure through milestones of up to $32.5 million and a 19.99% stake in XTL. Historical data show modest but generally constructive responses to financings and commercial expansion. Investors would still need to weigh execution risk at NeuroNOS, the dilution and financing tools already in place, and the company’s prior pattern of volatility around earnings and capital raises when assessing sustainability.

Key Terms

fda orphan drug designations, autism spectrum disorder (asd), phelan-mcdermid syndrome, glioblastoma, +4 more

8 terms

fda orphan drug designations regulatory

"FDA Orphan Drug designations secured for autism-related Phelan-McDermid Syndrome"

A U.S. Food and Drug Administration orphan drug designation is an official status given to a medicine intended to treat a rare disease or condition. It signals government incentives — such as reduced fees, tax breaks, development help and a period of exclusive marketing — that lower costs and barriers for developers. For investors, this status can boost a drug’s potential value by improving economics and limiting early competition, much like a small-business subsidy or temporary protected market.

autism spectrum disorder (asd) medical

"targeting the core pathophysiology of Autism Spectrum Disorder (ASD) and neuro-oncology"

A developmental condition that changes how a person communicates, behaves, and processes sensory input, ranging from mild to severe—like a product line with different models that share core features but have different needs. It matters to investors because diagnosis, treatment, education and long-term support create measurable markets; clinical trial outcomes, regulatory approval, reimbursement and policy can affect companies that make diagnostics, therapies and services for people on the spectrum.

phelan-mcdermid syndrome medical

"FDA Orphan Drug Designations for Phelan-McDermid Syndrome (a rare genetic disorder"

A rare genetic neurodevelopmental disorder caused by changes in a gene that helps brain cells connect and communicate, leading to developmental delays, intellectual disability, speech problems, autism-like behaviors and sometimes seizures. Investors watch it because treatments, diagnostics or clinical trial results can affect drug developers, medical-device makers and the broader rare-disease market—think of the condition as a specific wiring fault in the brain that companies may try to diagnose or repair.

glioblastoma medical

"Orphan Drug Designations for Phelan-McDermid Syndrome ... and Glioblastoma"

Glioblastoma is a fast-growing and aggressive type of brain tumor that can affect a person's thinking, movement, or senses. Its seriousness and difficulty to treat can lead to significant health impacts, making it a concern for medical research and drug development. For investors, advances or setbacks in glioblastoma treatments can influence biotech companies and healthcare markets focused on cancer therapies.

blood-brain barrier medical

"small molecules engineered to cross the blood-brain barrier and precisely target diseases"

A protective barrier of tightly packed cells and supporting tissue that controls what substances in the blood can enter the brain, acting like a security checkpoint that keeps out most pathogens and many drugs while allowing essential nutrients through. For investors, the barrier matters because whether a therapy can cross or safely bypass it often determines clinical success, regulatory approval and commercial potential for treatments of brain disorders.

nitric oxide medical

"diseases associated with nitric oxide (NO) abnormalities in the brain"

A simple signaling molecule made of one nitrogen and one oxygen atom that acts like a tiny messenger in the body, telling blood vessels to widen, controlling breathing and influencing immune responses. Investors care because products that deliver, mimic, or measure this gas—such as inhaled therapies, drugs that boost its effects, or diagnostic tests—can affect patient outcomes, regulatory approvals and market value; think of it as a traffic controller for blood and air flow whose tools can become investable medical products.

orphan drug designations regulatory

"The company has already secured two FDA Orphan Drug Designations for Phelan-McDermid"

A regulatory status granted to medicines that treat rare diseases, giving developers special incentives and protections — for example, reduced fees, tax benefits, and a period of exclusive marketing once approved. Think of it as a government “boost” that lowers development costs and shields a product from direct competition for a time; investors watch for it because it can raise a drug’s commercial value and reduce the financial risk of bringing a treatment for a small patient group to market.

nda submission regulatory

"clinical development payments of up to $5.5 million ... through NDA submission to the FDA"

An NDA submission is the formal application a drug developer files with a medicines regulator seeking permission to market a new prescription drug. Think of it as the final product pitch that compiles all clinical trial results, safety data and manufacturing details so the regulator can decide whether the drug can be sold. For investors, an NDA submission is a major milestone because acceptance or approval can unlock sales and revenue, while delays or rejections create uncertainty and financial risk.

AI-generated analysis. Not financial advice.

Unmatched scientific firepower: Two Nobel Laureates join Founder Prof. Haitham Amal, leading global autism researcher

Critical unmet need: 1 in 31 U.S. children now affected, zero FDA-approved disease-modifying therapies exist

FDA Orphan Drug designations secured for autism-related Phelan-McDermid Syndrome (PMS) and Glioblastoma

Platform targets the core biology of autism, not just symptomatic relief

Beyond Air (NASDAQ: XAIR), majority owner of NeuroNOS, to hold 19.99% of XTL's post-transaction share capital

Beyond Air to receive up to $32.5 million in upfront, development and commercial milestone payments

TEL AVIV and BOSTON, Jan. 13, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (NASDAQ: XTLB; TASE: XTLB.TA) today announced a binding agreement to acquire 85% of NeuroNOS Ltd., a subsidiary of Beyond Air, Inc. (NASDAQ: XAIR), a biotechnology company pioneering disease-modifying therapeutics targeting the core pathophysiology of Autism Spectrum Disorder (ASD) and neuro-oncology.

This transformative acquisition positions XTL as a major player in the rapidly expanding autism therapeutics market, addressing one of the most urgent and underserved medical needs in global healthcare. Unlike symptomatic treatments, NeuroNOS's platform is designed to address the underlying molecular mechanisms driving autism.

The Autism Crisis and Market Opportunity

Autism Spectrum Disorder now affects approximately 1 in 31 children in the United States, a dramatic increase that has placed unprecedented strain on healthcare systems, educational institutions, and millions of families worldwide.

Despite this crisis and decades of research, no FDA-approved disease-modifying therapies exist for autism. Current treatments only manage behavioral symptoms without addressing the underlying neurobiological mechanisms of the disorder, leaving the core pathology untreated and families without meaningful therapeutic options.

The urgency has reached the highest levels of U.S. policy. President Donald Trump recently stated:

"The meteoric rise in autism is among the most alarming public health developments in history. There's never been anything like this. So we're going to save a lot of children from a tough life, a really tough life. We're going to save a lot of parents from a tough life."

Robert F. Kennedy Jr., U.S. Secretary of Health and Human Services, added:

"This is an individual tragedy as well. Autism destroys families, but more importantly it destroys our greatest resource, which are our children. We have to recognize we are doing this to our children, and we need to put an end to it."

The President and leadership of the U.S. Department of Health and Human Services have emphasized the urgent need to open new therapeutic pathways for autism, invest in advanced research, and bring hope to families who have experienced a lack of solutions for years. The administration has allocated $50 million in new NIH funding for autism research initiatives. This recognition at the federal level signals a fundamental shift in regulatory priorities and resource allocation toward autism research and treatment development.

Unmatched Scientific Firepower: Nobel Prize-Winning Leadership

NeuroNOS was founded by Professor Haitham Amal, one of the world's leading autism researchers from Hebrew University of Jerusalem and a visiting scientist at Harvard University, with dozens of peer-reviewed publications advancing the understanding of autism pathophysiology. Professor Amal's groundbreaking research on nitric oxide dysregulation in autism established the scientific foundation for NeuroNOS's therapeutic approach.

The company has further strengthened its scientific leadership by bringing on board two Nobel Laureates in Chemistry, Professor Dan Shechtman (Technion) and Professor Roger Kornberg (Stanford University). This unprecedented combination of pioneering autism research with Nobel Prize-winning expertise in chemistry creates a powerful foundation for therapeutic innovation that competitors cannot match.

Validated Technology with FDA Orphan Drug Designations

NeuroNOS's drug development platform is based on a proprietary family of small molecules engineered to cross the blood-brain barrier and precisely target diseases associated with nitric oxide (NO) abnormalities in the brain. Preclinical studies have demonstrated that the platform addresses core pathological mechanisms rather than merely alleviating symptoms, validated NO dysregulation has been observed in both autism patients and brain cancer patients, establishing NO regulation as a disease-modifying therapeutic target across multiple indications.

The company has already secured two FDA Orphan Drug Designations for Phelan-McDermid Syndrome (a rare genetic disorder with strong autism correlation) and Glioblastoma (one of the most aggressive and lethal forms of brain cancer). These designations provide seven years of market exclusivity upon approval, tax credits for clinical trial costs, expedited regulatory review, and enhanced FDA engagement.

Transaction Terms

XTL will acquire 85% of NeuroNOS for consideration including 19.9% of XTL's issued share capital, $1 million in cash, and milestone-based contingent payments totaling up to $32.5 million.

The milestone structure includes clinical development payments of up to $5.5 million to Beyond Air, commencing from the Phase 1 clinical trial through NDA submission to the FDA. In addition, commercial milestone payments of up to $26 million are payable upon achieving product sales targets. Both Beyond Air and XTL are dedicated to bringing the NeuroNOS product for the treatment of autism to market as soon as possible.

NeuroNOS, previously a subsidiary of Beyond Air, will now serve as XTL's flagship platform for autism and neuro-oncology therapeutics.

Noam Band, Chief Executive Officer of XTL Biopharmaceuticals:

"We are extremely excited to enter the autism field, which represents one of the most significant unmet medical needs today. With an extraordinary scientific team that includes two Nobel Laureates and Professor Haitham Amal from Harvard and Hebrew University, we have assembled the expertise needed to make a real difference. This acquisition positions XTL at the forefront of autism therapeutics, and we are committed to advancing these programs with the urgency and rigor they deserve."

Steve Lisi, Chairman and CEO of Beyond Air Inc.:

"This transaction represents a pivotal moment for NeuroNOS, validating the groundbreaking science we've been developing and also providing the potential to create meaningful value for our shareholders by enabling NeuroNOS’s pipeline to advance with dedicated focus and funding. We are proud to become significant shareholders in XTL and believe this focused public platform provides NeuroNOS with the resources and commitment needed to advance these critical programs. What began as a subsidiary of Beyond Air is now positioned to become a standalone engine for innovation in autism and neuro-oncology, and we remain deeply committed to this mission as invested partners."

About NeuroNOS

NeuroNOS is pioneering innovative treatments for neurodevelopmental and neurodegenerative disorders through small-molecule therapeutics that cross the blood-brain barrier to regulate Nitric Oxide (NO) levels. Preclinical studies have demonstrated elevated NO levels in children with Autism Spectrum Disorder and adults with brain cancers, establishing NO modulation as a critical therapeutic target. Through collaborations with elite research institutions and world-leading scientists, NeuroNOS aims to deliver transformative therapies for patients facing these devastating conditions.

For more information: www.neuro-nos.com

About Beyond Air^®, Inc.

Beyond Air is a commercial-stage medical device and biopharmaceutical company dedicated to harnessing the power of endogenous and exogenous nitric oxide (NO) to improve the lives of patients suffering from respiratory illnesses, neurological disorders, and solid tumors. The Company has received FDA approval and CE Mark for its first system, LungFit PH, for the treatment of term and near-term neonates with hypoxic respiratory failure. Beyond Air is currently advancing its other revolutionary LungFit systems in clinical trials for the treatment of severe lung infections such as viral community-acquired pneumonia (including COVID-19) and nontuberculous mycobacteria (NTM).

Additionally, Beyond Cancer, Ltd., an affiliate of Beyond Air, is investigating ultra-high concentrations of NO with a proprietary delivery system to target certain solid tumors in the pre-clinical setting. For more information, visit www.beyondair.net.

About XTL Biopharmaceuticals Ltd.

XTL is an IP Portfolio company that holds 100% of The Social Proxy Ltd. and IP portfolio including hCDR1 for Lupus (SLE) and Sjögren's Syndrome (SS) that the company sublicensed. The company actively pursues strategic collaborations and acquisitions to expand its therapeutic portfolio into high-value disease areas.

XTL trades on Nasdaq Capital Market (NASDAQ: XTLB) and Tel Aviv Stock Exchange (TASE: XTLB.TA).

CONTACTS:

Beyond Air Investor Relations

Corey Davis, Ph.D.
LifeSci Advisors, LLC
Cdavis@lifesciadvisors.com
(212) 915-2577

XTL Biopharmaceuticals Ltd.
Tel: +972 54 22 88897
Email: info@xtlbio.com
www.xtlbio.com

Forward-Looking Statements

This press release contains forward-looking statements concerning the potential safety and efficacy of NeuroNOS's therapeutic candidates, regulatory pathways, commercial potential, and anticipated benefits. Forward-looking statements include expectations, beliefs, and intentions regarding product development, business results, and strategic prospects. These statements are identified by words such as "expects," "plans," "anticipates," "believes," "intends," "targets," and similar expressions. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially, including risks related to capital raising, clinical trial timing and results, regulatory approval processes, intellectual property protection, market competition, and other factors described in XTL's SEC filings. XTL undertakes no obligation to update these forward-looking statements except as required by law.

FAQ

What did XTL (NASDAQ:XTLB) announce on Jan. 13, 2026 about NeuroNOS?

XTL agreed to acquire 85% of NeuroNOS from Beyond Air, making NeuroNOS its flagship autism and neuro‑oncology platform.

How much will Beyond Air (NASDAQ:XAIR) receive in the XTL/NeuroNOS deal?

Beyond Air will receive 19.9% of XTL's issued share capital, $1.0M cash, and up to $32.5M in milestone payments.

Which FDA designations does NeuroNOS hold in the XTL transaction?

NeuroNOS holds FDA Orphan Drug designations for Phelan‑McDermid Syndrome and glioblastoma.

What clinical and commercial milestones trigger payments in the XTL/NeuroNOS agreement?

The milestone structure includes up to $5.5M tied to clinical development (from Phase 1 through NDA) and up to $26M tied to commercial sales targets.

How does the transaction affect XTL shareholder dilution?

Beyond Air will hold approximately 19.99% of XTL post-transaction, creating a material share issuance dilution to existing holders.