XTL Announces Receipt of Nasdaq Notification Letter Regarding Minimum Bid Price Deficiency

Rhea-AI Summary

XTL Biopharmaceuticals (Nasdaq:XTLB) received a Nasdaq notice dated December 22, 2025 informing the company that its 30-day closing bid price has fallen below the continued listing requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2).

The notice does not trigger immediate delisting and the company’s American Depositary Shares will continue trading under XTLB. XTL has a 180-calendar-day compliance period until June 22, 2026 to regain compliance by achieving a closing bid of at least $1.00 for 10 consecutive business days. If not regained, XTL may be eligible for an additional 180-day period by meeting market-value and other initial listing standards and notifying Nasdaq, potentially via a reverse stock split. XTL said it is evaluating options but gave no assurance of success.

Positive

• ADSs continue trading uninterrupted under XTLB
• 180-day compliance window until June 22, 2026
• Clear compliance path: $1 for 10 consecutive business days

Negative

• Closing bid below $1 for the prior 30 business days
• Risk of delisting if deficiency not cured within periods
• May require a reverse stock split to regain compliance

Key Figures

Minimum bid price $1 per share Nasdaq Listing Rule 5550(a)(2) continued listing requirement

Non-compliance streak 30 business days Closing bid price below $1 for last 30 consecutive business days

Initial compliance period 180 calendar days Period until June 22, 2026 to regain Nasdaq bid-price compliance

Price cure window 10 business days Closing bid must be at least $1 for minimum ten consecutive business days

Additional compliance period 180 calendar days Potential second Nasdaq compliance period if qualification criteria are met

Acquisition value $300M Acquisition of G.S. Innplay Labs led by new CFO in prior role

Acquisition process size $700M Acquisition process at Beach Bum managed by new CFO in prior role

Proximity to 52-week low 2.49% above low Price vs. 52-week low of 0.762 ahead of Nasdaq deficiency notice

Market Reality Check

$0.5995 Last Close

Volume Volume 105,654 is 2.7x the 20-day average of 39,065, indicating elevated trading interest ahead of the Nasdaq notice. high

Technical Shares at 0.781 are trading below the 200-day MA of 1.22 and sit 69.61% under the 52-week high.

Peers on Argus 1 Up 2 Down

Biotech peers show mixed moves: LPTX up 238.84%, while APLM and PHIO are down 8.69% and 5.94% respectively, suggesting today’s Nasdaq bid-price deficiency issue for XTLB is company-specific rather than a uniform sector reaction.

Market Pulse Summary

The stock dropped -74.9% in the session following this news. A negative reaction despite the defined compliance window fits a risk profile where the stock already traded 69.61% below its 52-week high and near the 52-week low. The Nasdaq bid-price deficiency highlighted ongoing listing risk, and elevated volume at 2.7x the recent average suggested heightened concern. Without a clear history of market-positive catalysts in the context provided, pressure could have remained sensitive to further execution setbacks.

Key Terms

Nasdaq Listing Rules 5550(a)(2) regulatory

"does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(a)(2), to maintain"

Nasdaq Listing Rule 5550(a)(2) is a Nasdaq Capital Market standard that sets a minimum share-price requirement companies must meet to list their common stock on that market. Think of it as a minimum entrance score for a club: if a stock trades below the required price, the company can face warnings or removal, which matters to investors because it affects liquidity, tradability and perceptions of company stability.

American Depositary Shares financial

"The Nasdaq notification letter does not result in the immediate delisting of the Company’s American Depositary Shares"

American depositary shares (ADSs) are a way for investors in the United States to buy shares of foreign companies without dealing with international markets directly. They represent ownership in a foreign company's stock and are traded on U.S. stock exchanges, making it easier for American investors to buy, sell, and own parts of companies from around the world.

reverse stock split financial

"by effecting a reverse stock split, if necessary. If XTL meets these requirements, Nasdaq will inform"

A reverse stock split is when a company reduces the number of its shares outstanding, making each share more valuable. For example, if you own 100 shares worth $1 each, a 1-for-10 reverse split would turn your 100 shares into 10 shares worth $10 each. Companies often do this to boost their stock price and appear more stable to investors.

AI-generated analysis. Not financial advice.

RAMAT GAN, ISRAEL, Dec. 24, 2025 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced today that it has received a notification letter from The Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated December 22, 2025, notifying the Company that based on XTL’s closing bid price for the last 30 consecutive business days, the Company currently does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(a)(2), to maintain a minimum bid price of $1 per share.

The Nasdaq notification letter does not result in the immediate delisting of the Company’s American Depositary Shares (“ADSs”), and the ADSs will continue to trade uninterrupted under the symbol “XTLB”.

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has a compliance period of 180 calendar days, or until June 22, 2026, to regain compliance. If at any time during this 180-day period the closing bid price of the Company’s security is at least $1 for a minimum of ten consecutive business days, Nasdaq will provide XTL with written confirmation of compliance and this matter will be closed.

In the event the Company does not regain compliance, XTL may be eligible for additional time. To qualify, 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 stock split, if necessary. If XTL meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that its securities will be subject to delisting.

XTL is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirements. Although XTL will use all reasonable efforts to achieve compliance with Rule 5550(a)(2), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements.

About XTL Biopharmaceuticals Ltd.

XTL is an IP portfolio company.  XTL holds 100% of the share capital of The Social Proxy Ltd. (the “Social Proxy”), a web data company, and has sublicensed out an IP portfolio surrounding hCDR1 for the treatment of Lupus disease. The Social Proxy is a web data AI company, developing and powering a unique ethical, IP based, proxy data extraction platform for AI and BI applications at scale.

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 (i) whether to the Company will be able to receive sub-licensing fees relating to its Hcdr1 intellectual property, (ii) the Company’s ability to successfully manage and integrate The Social Proxy and any other joint ventures, acquisitions of businesses, solutions or technologies; (iii) unanticipated operating costs, transaction costs and actual or contingent liabilities; (iv) the ability to attract and retain qualified employees and key personnel; (v) adverse effects of increased competition on the Company’s future business; (vi) the Company’s ability to protect its intellectual property; and (vii) local, industry and general business and economic conditions. Additional factors that could cause actual results to differ materially from those expressed or implied in the forward-looking statements can be found in the most recent annual report on Form 20-F and current reports on Form 6-K filed by the Company with the Securities and Exchange Commission. The Company anticipates that subsequent events and developments may cause its plans, intentions and expectations to change. The Company assumes no obligation, and it specifically disclaims any intention or obligation, to update any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by law. Forward-looking statements speak only as of the date they are made and should not be relied upon as representing the Company’s plans and expectations as of any subsequent date.

For further information, please contact:

Investor Relations, XTL Biopharmaceuticals Ltd.
Tel: +972 3 611 6666
Email: info@xtlbio.com
www.xtlbio.com

FAQ

What did Nasdaq notify XTLB about on December 22, 2025?

Nasdaq notified XTL that its 30-day closing bid was below the $1 minimum required by Rule 5550(a)(2).

Will XTLB shares be delisted immediately after the Nasdaq notice?

No. The notice does not cause immediate delisting and ADSs will continue trading under XTLB.

How long does XTL have to regain Nasdaq compliance for XTLB?

XTL has a 180-calendar-day compliance period ending June 22, 2026 to regain compliance.

What specific price condition will cure XTLB’s Nasdaq deficiency?

A closing bid of at least $1.00 per share for a minimum of 10 consecutive business days.

What happens if XTL does not regain compliance within 180 days?

XTL may be eligible for an additional 180-day period if it meets market-value and other initial listing standards and notifies Nasdaq, possibly after a reverse stock split.

Does XTL guarantee it will regain Nasdaq compliance for XTLB?

No. XTL stated it is evaluating options but provided no assurance that it will regain compliance.