XTL Announces Receipt of Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency

Rhea-AI Summary

XTL Biopharmaceuticals (Nasdaq:XTLB) received a Nasdaq letter dated January 20, 2026 notifying the company it does not meet Nasdaq Listing Rule 5550(b)(1) because stockholders' equity was a $47,000 deficit for the period ended June 30, 2025, below the $2,500,000 minimum.

The notification is not an immediate delisting and ADSs will continue to trade under XTLB. XTL has 45 days, until March 6, 2026, to submit a compliance plan; if accepted Nasdaq may grant up to 180 calendar days to evidence compliance. XTL says it is evaluating options and intends to try to regain compliance but gives no assurance it will succeed.

Positive

• ADSs will continue to trade uninterrupted under the symbol XTLB
• Company has 45 days (until March 6, 2026) to submit a compliance plan
• If plan accepted, Nasdaq may grant up to 180 days to regain compliance

Negative

• Stockholders' equity reported as a $47,000 deficit for period ended June 30, 2025
• Deficit is well below Nasdaq's $2,500,000 minimum equity requirement
• No assurance the company will regain compliance with Nasdaq listing rules

Key Figures

Minimum equity requirement: $2,500,000 Equity deficit: $47,000 Compliance plan window: 45 calendar days +1 more

4 metrics

Minimum equity requirement $2,500,000 Nasdaq Listing Rule 5550(b)(1) stockholders’ equity threshold

Equity deficit $47,000 Stockholders’ equity deficit reported as of June 30, 2025

Compliance plan window 45 calendar days Deadline to submit plan to regain Nasdaq compliance (to March 6, 2026)

Maximum extension 180 calendar days Potential Nasdaq extension from notification date if plan accepted

Market Reality Check

Price: $1.06 Vol: Volume 268,408 is well be...

low vol

$1.06 Last Close

Volume Volume 268,408 is well below the 20-day average of 2,019,963 ahead of this notice. low

Technical Shares at 1.05 are trading below the 200-day MA of 4.48, reflecting a longer-term downtrend.

Peers on Argus

Sector peers showed mixed moves, with one large gainer and others modestly up or...

1 Down

Sector peers showed mixed moves, with one large gainer and others modestly up or down, while only one biotech peer in the momentum scanner moved down over 5%. This pattern points to a company-specific narrative rather than a broad biotechnology move.

Historical Context

2 past events · Latest: Jan 13 (Positive)

Pattern 2 events

Date	Event	Sentiment	Move	Catalyst
Jan 13	Acquisition agreement	Positive	+56.7%	Deal to acquire 85% of NeuroNOS with orphan-designated programs and milestones.
Dec 24	Nasdaq bid notice	Negative	-74.9%	Nasdaq notification of minimum bid price deficiency under Rule 5550(a)(2).

Pattern Detected

Recent XTLB news events have shown strong alignment between headline sentiment and next-day price moves, both for positive acquisition news and negative Nasdaq deficiency notices.

Recent Company History

Over the past months, XTLB has combined transformative corporate actions with listing compliance challenges. On Jan 13, 2026, the company announced an agreement to acquire 85% of NeuroNOS, with potential milestones up to $32.5M, which was followed by a 56.66% price gain. Earlier, on Dec 24, 2025, XTLB disclosed a Nasdaq minimum bid-price deficiency under Rule 5550(a)(2), and the stock fell 74.91%. Today’s Nasdaq stockholders’ equity deficiency notice continues this pattern of listing-related pressure alongside strategic repositioning.

Market Pulse Summary

This announcement details that XTLB currently falls short of Nasdaq’s minimum stockholders’ equity r...

Analysis

This announcement details that XTLB currently falls short of Nasdaq’s minimum stockholders’ equity requirement of $2,500,000, reporting an equity deficit of $47,000. The company has 45 days to submit a compliance plan and may receive up to 180 days to regain compliance if Nasdaq accepts it. In recent months, XTLB has combined strategic steps, such as the NeuroNOS acquisition, with multiple listing deficiency notices. Investors may monitor upcoming filings, shareholder actions, and balance sheet changes as key indicators of progress.

Key Terms

stockholders’ equity, american depositary shares, continued listing requirements

3 terms

stockholders’ equity financial

"to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing"

Stockholders’ equity is the portion of a company’s value that belongs to its owners after subtracting what the company owes from what it owns — like the equity in a house after paying the mortgage. For investors it shows the company’s net worth and can indicate financial strength, a cushion against losses, and the amount potentially available to support dividends or reinvestment; tracking changes helps assess whether the business is building or eroding owner value.

american depositary shares financial

"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.

continued listing requirements regulatory

"intends to timely regain compliance with Nasdaq’s continued listing requirements"

Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.

AI-generated analysis. Not financial advice.

RAMAT GAN, ISRAEL, Jan. 23, 2026 (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 January 20, 2026, notifying the Company that the Company currently does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(b)(1), to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. This Nasdaq determination was based on (i) the Company’s Form 6-K, dated December 30, 2025, that included financial information for the period ended June 30, 2025, and which reported stockholders’ equity deficit of $47,000, and (ii) that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations as of January 20, 2026.

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”. In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until March 6, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from receipt of the Notification Letter to evidence compliance.

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(b)(1), 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 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).

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; (vii) the Company’s ability to successfully consummate the acquisition of 85% of the outstanding shares of NeuroNOS Ltd. pursuant to the letter of intent signed by it and Beyond Air, Inc., and, if consummated, to successfully manage and integrate NeuroNos Ltd.; and (viii) 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

Why did Nasdaq notify XTLB about minimum stockholders' equity on January 20, 2026?

Nasdaq found XTLB's reported stockholders' equity was a $47,000 deficit, below the $2,500,000 minimum under Rule 5550(b)(1).

Will XTLB shares be delisted immediately after the Nasdaq notice?

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

What deadline does XTLB have to regain compliance with Nasdaq?

XTLB has 45 calendar days, until March 6, 2026, to submit a plan to regain compliance; Nasdaq may then grant up to 180 days if the plan is accepted.

What financial shortfall did XTLB report that triggered the Nasdaq letter?

The company reported a stockholders' equity deficit of $47,000 for the period ended June 30, 2025.

What happens if XTLB fails to regain compliance with Nasdaq Rule 5550(b)(1)?

If XTLB cannot evidence compliance within Nasdaq's cure period, Nasdaq could commence delisting proceedings under its listing rules.