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

Rhea-AI Summary

XTL Biopharmaceuticals (NASDAQ: XTLB) agreed to acquire 85% of NeuroNOS from Beyond Air, creating a focused autism and neuro‑oncology platform. Consideration includes 19.9% of XTL issued share capital, $1.0 million cash and up to $32.5 million in contingent milestones (development + commercial). NeuroNOS holds two FDA Orphan Drug designations (Phelan‑McDermid Syndrome and glioblastoma). Management/scientific leadership includes founder Prof. Haitham Amal and two Nobel Laureates, positioning XTL to advance preclinical programs targeting nitric oxide dysregulation in autism. Transaction remains subject to customary closing conditions and XTL shareholder approval.

Positive

• 85% acquisition of NeuroNOS by XTLB
• $32.5M maximum milestone consideration
• Two FDA Orphan Drug designations secured

Negative

• Beyond Air to hold ~19.99% of XTL post‑transaction (dilution/ownership change)
• Contingent payments up to $32.5M create future funding obligations
• Programs currently preclinical; no human efficacy data yet

News Market Reaction

+56.66% 652.6x vol

38 alerts

+56.66% News Effect

+76.1% Peak Tracked

-5.9% Trough Tracked

+$4M Valuation Impact

$12M Market Cap

652.6x Rel. Volume

On the day this news was published, XTLB gained 56.66%, reflecting a significant positive market reaction. Argus tracked a peak move of +76.1% during that session. Argus tracked a trough of -5.9% from its starting point during tracking. Our momentum scanner triggered 38 alerts that day, indicating elevated trading interest and price volatility. This price movement added approximately $4M to the company's valuation, bringing the market cap to $12M at that time. Trading volume was exceptionally heavy at 652.6x 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 U.S. children Autism NIH funding: $50 million NeuroNOS stake acquired: 85% +5 more

8 metrics

Autism prevalence 1 in 31 U.S. children Estimated impact of Autism Spectrum Disorder

Autism NIH funding $50 million New U.S. administration NIH funding for autism research

NeuroNOS stake acquired 85% Portion of NeuroNOS to be acquired by XTL

Equity consideration 19.9% of XTL share capital Post-transaction stake for Beyond Air

Milestone payments up to $32.5 million Total potential upfront, development and commercial milestones

Cash payment $1 million Cash component of consideration to Beyond Air

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

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

Market Reality Check

Price: $0.8914 Vol: Volume 18,238 is 0.32x th...

low vol

$0.8914 Last Close

Volume Volume 18,238 is 0.32x the 20-day average of 56,340, indicating muted pre-news activity. low

Technical Shares at $0.683 trade well below the $4.61 200-day MA and sit 93.36% under the 52-week high, though still 28.84% above the 52-week low.

Peers on Argus

Biotech peers are also moving higher, with momentum names like BCTX up 49.18% an...

2 Up

Biotech peers are also moving higher, with momentum names like BCTX up 49.18% and IMRN up 11.38%. This aligns XTLB’s upside with a broader Healthcare/Biotechnology bid rather than a purely isolated move.

Historical Context

1 past event · Latest: Dec 24 (Negative)

Pattern 1 events

Date	Event	Sentiment	Move	Catalyst
Dec 24	Nasdaq deficiency notice	Negative	-74.9%	Nasdaq minimum bid price non-compliance and potential reverse split evaluation.

Pattern Detected

Limited history is available, but a prior Nasdaq bid-price deficiency notice coincided with a sharp negative price reaction.

Recent Company History

Over the past several months, XTL Biopharmaceuticals has faced governance and listing pressures. A Dec 22, 2025 Nasdaq notification highlighted non-compliance with the $1.00 minimum bid requirement and triggered a steep -74.91% reaction the following day, with the company evaluating options including a potential reverse split. Additional 6-K filings in late 2025 detailed board and finance leadership changes. Against this backdrop, the NeuroNOS acquisition represents a strategic pivot toward autism and neuro-oncology therapeutics compared with prior emphasis on listing and organizational issues.

Market Pulse Summary

The stock surged +56.7% in the session following this news. A strong positive reaction aligns with t...

Analysis

The stock surged +56.7% in the session following this news. A strong positive reaction aligns with the company’s strategic shift highlighted by this acquisition. XTLB traded at $0.683, far below its $4.61 200-day MA and 93.36% under its 52-week high before the news, so investors had priced in significant risk. Past news, such as the Nasdaq minimum bid price deficiency and leadership changes, coincided with heavy downside. Any outsized upside move could reflect re-rating risk if enthusiasm over autism and neuro-oncology prospects later tempers.

Key Terms

orphan drug designations, blood-brain barrier, autism spectrum disorder (asd), glioblastoma, +4 more

8 terms

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.

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.

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.

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.

phase 1 clinical trial medical

"clinical development payments of up to $5.5 million ... commencing from the Phase 1 clinical trial..."

A phase 1 clinical trial is the first stage of testing a new drug or treatment in people, typically involving a small group to assess safety, how the body handles the treatment, and appropriate dosing. For investors, phase 1 results are an early risk check — like a test drive that can reveal fatal flaws or promising signals — and they often cause big changes in a drug’s perceived value and the company’s prospects.

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.

market exclusivity regulatory

"These designations provide seven years of market exclusivity upon approval..."

Market exclusivity is a limited legal protection that prevents rivals from selling the same drug or product for a set time, even if others could otherwise make a copy. It’s like a temporary shop window reserved for one seller, giving that company sole access to customers for that product. For investors, exclusivity can mean predictable sales and higher profit margins during the protected period, and the impending end of exclusivity is a key risk factor.

neuro-oncology medical

"an engine for innovation in autism and neuro-oncology, and we remain deeply committed..."

Neuro-oncology is the medical field that studies and treats tumors of the nervous system, especially the brain and spinal cord. For investors, it matters because advances or setbacks in neuro-oncology research, drug development and clinical trials can strongly affect the value of healthcare and biotech companies—think of it like repairing delicate circuitry: successful treatments can unlock big market opportunities, while failures or delays can reduce expected returns.

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 transaction is subject to customary closing conditions, including the approval by the shareholders of XTL.

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 XTLB announce on January 13, 2026 regarding NeuroNOS?

XTLB agreed to acquire 85% of NeuroNOS with consideration including 19.9% of XTL issued share capital, $1.0M cash, and up to $32.5M in milestones.

How much potential milestone and commercial payment is payable to Beyond Air in the XTLB deal?

Up to $32.5 million in total contingent payments for development and commercial milestones.

Which regulatory advantages does NeuroNOS hold for autism and brain cancer programs?

NeuroNOS holds two FDA Orphan Drug designations for Phelan‑McDermid Syndrome and glioblastoma, giving potential exclusivity and regulatory incentives.

What ownership stake will Beyond Air have in XTLB after the transaction?

Beyond Air will hold approximately 19.99% of XTL post‑transaction.

Are NeuroNOS therapies clinically proven for autism as of the Jan 13, 2026 announcement?

No; the announcement describes preclinical data and development plans but cites no completed human efficacy trials.

Does the XTLB acquisition of NeuroNOS require shareholder approval?

Yes; the transaction is subject to customary closing conditions including XTL shareholder approval.