XTL Update on Recent Developments

XTL Biopharmaceuticals (Nasdaq: XTLB) said it is working to close the proposed acquisition of 85% of NeuroNOS from Beyond Air and has scheduled a shareholders meeting on Feb 17, 2026 to approve a private placement of up to US$2.0 million.

Rhea-AI Summary

XTL Biopharmaceuticals (Nasdaq: XTLB) said it is working to close the proposed acquisition of 85% of NeuroNOS from Beyond Air and has scheduled a shareholders meeting on Feb 17, 2026 to approve a private placement of up to US$2.0 million.

Management said the acquisition plus the private placement are intended to remedy a Nasdaq Listing Rule 5550(b)(1) deficiency by restoring the company to a minimum of $2,500,000 in stockholders’ equity, and XTL is preparing a Nasdaq plan to regain compliance. The company cautioned there is no assurance the transactions or Nasdaq approvals will occur.

Positive

• Planned acquisition of 85% of NeuroNOS shares
• Shareholders meeting set for Feb 17, 2026 to vote
• Private placement proposed for up to US$2.0 million
• Target to restore Nasdaq equity to $2,500,000

Negative

• No assurance the acquisition will close or approve
• No assurance shareholders will approve the private placement
• Nasdaq approval of the compliance plan is not guaranteed
• Failure to regain or maintain Nasdaq compliance remains possible

Argus Jan 30 session

+1.73% close to close Open Argus

Details

News Market Reaction – XTLB

On Jan 30, the first trading day after this news, XTLB closed 1.73% above the previous close.

Data tracked by StockTitan Argus for the Jan 30 session.

Key Figures

NeuroNOS stake: 85% Private placement size: US$2 million Equity requirement: $2,500,000 +5 more

NeuroNOS stake

85%

Proposed acquisition stake in NeuroNOS Ltd.

Private placement size

US$2 million

Proposed private placement for shareholder approval

Equity requirement

$2,500,000

Nasdaq Listing Rule 5550(b)(1) minimum stockholders’ equity

Shareholders meeting date

February 17, 2026

Meeting to approve private placement

LOI execution date

January 13, 2026

Binding Letter of Intent for NeuroNOS acquisition

Price change

4.54%

24h move prior to this news

Current price

0.8886

Price before publication

52-week high discount

65.42%

Distance below 52-week high before news

Historical Context

3 past events · Latest: Jan 23

3 events

1. Jan 23

   Nasdaq equity notice

   24h Move

   -10.1%

   Nasdaq notification of stockholders’ equity deficit under Listing Rule 5550(b)(1).

2. Jan 13

   NeuroNOS acquisition deal

   24h Move

   +56.7%

   Agreement to acquire 85% of NeuroNOS with cash, shares, and milestone payments.

3. Dec 24

   Bid-price deficiency

   24h Move

   -74.9%

   Nasdaq notice for falling below $1.00 minimum bid price requirement.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, form 6-k

2 terms

private placement financial

"to approve a private placement of up to US$2 million."

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

form 6-k regulatory

"as disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K filed on January 13, 2026"

A Form 6-K is a report that companies listed in certain countries file to provide important updates, such as financial results, corporate changes, or other significant information, to regulators and investors. It functions like an official company update or news release, helping investors stay informed about developments that could affect their investment decisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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RAMAT GAN, ISRAEL, Jan. 29, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced that it is working diligently to close the acquisition of 85% of the shares of NeuroNOS Ltd. from Beyond Air Inc, following the execution of the Binding Letter of Intent on January 13 , 2026 (as disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K filed on January 13, 2026), and has already scheduled a shareholders meeting for February 17, 2026 to approve a private placement of up to US$2 million.

Management of the Company believes that the completion of the proposed transaction to acquire 85% of the shares of NeuroNOS Ltd., as well as the private placement, will remedy its deficiency under Nasdaq Listing Rule 5550(b)(1) to maintain a minimum of $2,500,000 in stockholders’ equity. The Company is currently working to submit to Nasdaq a plan to regain compliance with this Nasdaq Listing Rule. However, there can be no assurance at this point that the proposed acquisition will close in a timely manner or at all or that shareholders will approve the private placement in a timely manner or at all, nor can there be any assurance that Nasdaq will approve the Company’s plan, that the Company will regain compliance with the stockholders’ equity rule, or that the Company will maintain compliance with any of Nasdaq’s other listing rules.

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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake is XTLB acquiring in NeuroNOS and from whom?

XTLB is seeking to acquire 85% of NeuroNOS from Beyond Air. According to the company, the transaction follows a Binding Letter of Intent executed on January 13, 2026 and is intended to be completed subject to approvals and closing conditions.

When is XTLB's shareholder vote on the private placement and how much is proposed?

XTLB scheduled the shareholder meeting for February 17, 2026 to approve the private placement. According to the company, the placement is for up to US$2.0 million to help address Nasdaq stockholders’ equity requirements.

How will the NeuroNOS acquisition and private placement affect XTLB's Nasdaq compliance?

The company says the proposed deals are intended to remedy a Nasdaq deficiency and restore minimum equity. According to the company, completion of both transactions would aim to regain compliance with Listing Rule 5550(b)(1) requiring at least $2,500,000 equity.

Is XTLB guaranteed to regain Nasdaq compliance after these transactions?

No, there is no guarantee XTLB will regain Nasdaq compliance. According to the company, closing risks, shareholder approval uncertainty, and Nasdaq review mean compliance remains contingent on successful execution and regulatory acceptance.

What are the main risks investors should watch about XTLB's plan?

Key risks include failure to close the acquisition, lack of shareholder approval, and potential Nasdaq rejection of the compliance plan. According to the company, any of these outcomes could prevent restoring the required $2,500,000 in stockholders’ equity.