Welcome to our dedicated page for Xtl Biopharmaceu SEC filings (Ticker: XTLB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
XTL Biopharmaceuticals Ltd. filings document foreign-private-issuer current reports, capital-structure actions, governance matters, and material events involving its ADSs and ordinary shares. Recent Form 6-K reports cover ADS-to-ordinary-share ratio disclosures, shareholder meeting results, authorized share-capital amendments, director elections, private-placement approvals, and material agreements.
The filing record also documents Nasdaq listing notifications, the company's IP portfolio identity, and court-ordered liquidation proceedings involving its wholly owned subsidiary The Social Proxy Ltd. These disclosures frame XTL's public-company status, shareholder approvals, securities structure, and risks tied to operating continuity and strategic transactions.
XTL Biopharmaceuticals Ltd. files its annual Form 20-F highlighting severe financial strain and a major strategic pivot. Management and auditors note substantial doubt about the company’s ability to continue as a going concern after years of losses and negative operating cash flow.
The report describes a transformation of the business following acquisition of Psyga Bio, moving XTL into early-stage psychedelic therapeutics with complex clinical, regulatory and manufacturing risks, including work with Schedule I controlled substances. As of December 31, 2025, 946,243,356 ordinary shares were issued and outstanding, including 2,365,608 ADSs, alongside significant dormant shares.
XTL details heavy dependence on raising new capital, potential shareholder dilution, intense competition in psychedelic drug development, and extensive risk factors around DEA and FDA requirements, therapist infrastructure, IP protection and public perception. It also outlines multiple Nasdaq compliance deficiencies and a panel-granted exception that requires completing the Psyga Bio deal and regaining all continued listing standards to avoid possible delisting.
XTL Biopharmaceuticals Ltd. completed its previously announced acquisition of Psyga Bio Ltd., an Israeli biotechnology company focused on psychedelic and functional mushroom–derived therapeutics. XTL acquired 269,095 Psyga Bio shares, representing approximately 83.40% of Psyga’s fully diluted share capital.
As consideration, XTL issued unregistered American Depositary Shares (ADSs) in a private placement so that Psyga shareholders hold up to about 33.36% of XTL’s issued and outstanding share capital immediately after issuance, with earn-out rights to additional ADSs or warrants tied to three clinical and commercial milestones, up to an added 25%. Each ADS represents 400 ordinary shares.
The deal shifts XTL’s core business to psychedelic medicine, built around Psyga’s clinical pipeline, GMP manufacturing and IP portfolio. Alongside the transaction, XTL closed a US$1,500,000 private placement at US$2.70 per ADS, including Series A and B warrants with five-year terms and price-adjustment features. The company also highlights risks such as a pending Nasdaq delisting determination and integration, clinical and financing uncertainties.
XTL Biopharmaceuticals Ltd. reported the outcome of its Extraordinary General Meeting of Shareholders held on June 29, 2026 in Tel Aviv. The meeting had originally been scheduled for June 22, 2026, but was adjourned by one week due to lack of quorum.
At the reconvened meeting, shareholders approved all proposals that had been described in the company’s May 15, 2026 announcement. The meeting took place at the offices of the company’s attorneys in Tel Aviv at 4:00 PM Israel time.
XTL Biopharmaceuticals Ltd. reports that its Extraordinary General Meeting of Shareholders, originally convened on June 22, 2026, was adjourned for one week because not enough shareholders were present to meet the required quorum. The meeting is now scheduled to reconvene on June 29, 2026 at 4:00 p.m. Israel time at the offices of the Company’s attorneys in Tel Aviv.
XTL Biopharmaceuticals Ltd. reports that Nasdaq staff has issued a delisting determination because the company has not yet filed its Annual Report on Form 20-F for the year ended December 31, 2025, breaching Listing Rule 5250(c)(1) on timely SEC filings. This late filing is an additional basis for delisting, alongside prior deficiencies related to the minimum $2.5 million stockholders’ equity requirement and the $1 minimum bid price under Listing Rules 5550(b)(1) and 5550(a)(2). XTL has until May 26, 2026 to present its views on the new deficiency and to request an extension of the stay of suspension from the Nasdaq Capital Market. A Nasdaq Hearings Panel will review these requests and respond within 15 calendar days after the stay deadline, but the company cautions there is no assurance the Panel will grant continued listing or an extended stay.
XTL Biopharmaceuticals Ltd. has called an Extraordinary General Meeting on June 22, 2026 to seek shareholder approval for a transformative transaction and related funding. The company plans to acquire not less than 80% and up to 100% of Psyga Bio Ltd., paying in newly issued ADSs (and possible warrants) that could initially represent up to 40% of XTL’s post‑issuance share capital, plus three milestone-based issuances of up to 10% each. A linked private placement of US$1,500,000 in ADSs and warrants from director Alexander Rabinovitch and other investors, and a doubling of authorized share capital from 2.9 billion to 5.8 billion ordinary shares, are also on the agenda. Nasdaq has granted XTL a continued listing exception conditional on completing the Psyga transaction and meeting all listing requirements by June 30, 2026. Shareholders will additionally vote on appointing BARZILY & CO. C.P.A as independent auditor for 2025.
XTL Biopharmaceuticals Ltd. has received a conditional decision from a Nasdaq Hearings Panel allowing its American Depositary Shares to remain listed. The Panel’s exception requires the company to complete its planned acquisition of Psyga Bio Ltd. and demonstrate full compliance with Nasdaq’s continued listing rules.
The Psyga transaction, supported by a commitment for up to US$1,500,000 through a private placement at closing, is expected to close after shareholder approval and no later than June 29, 2026. The Panel’s decision specifies that by June 30, 2026 the company must complete the Psyga transaction and meet all Nasdaq requirements, or its listing remains at risk.
Nasdaq also noted a prior violation of Listing Rule 5550(a)(2), while acknowledging that the company’s securities have traded above a $1 closing bid price since a reverse stock split (via ADS ratio change) on March 25, 2026. The company cautions that there is no assurance the Psyga transaction will close or that it will ultimately regain and maintain full compliance.
XTL Biopharmaceuticals Ltd. agreed to acquire 100% of Psyga Bio Ltd. in an all‑stock transaction. XTL will issue new ADSs so that Psyga’s current shareholders hold 40% of XTL’s outstanding share capital immediately after closing, with no cash paid at closing.
Psyga brings a licensed GMP‑ready psychedelic manufacturing facility, a library of over 180 mushroom strains and seven approved Phase 2a human clinical trials across mental health, neurological and addiction indications. Psyga’s shareholders may receive up to three additional 10% blocks of XTL equity upon achieving specified clinical and ibogaine commercialization milestones.
The deal is an interested party transaction under Israeli law because XTL director and 24.9% shareholder Alexander Rabinovich is also Psyga’s chairman and shareholder; XTL’s audit committee and board approved it after an independent fairness opinion. Closing requires shareholder and regulatory approvals and assumes XTL maintains its Nasdaq listing. XTL also secured a commitment for a US$1,500,000 private placement to fund operations and support completion of the transaction.
XTL Biopharmaceuticals Ltd director Osnat Hillel Fain has reported an existing options holding on a Form 3. The filing shows options over 1,000,000 underlying Ordinary Shares with an exercise price of $0.014 per share and an expiration date of March 17, 2029.
According to the disclosure, the option vests in three equal annual installments beginning on March 17, 2024. The exercise price was originally set in New Israeli Shekels and is presented in U.S. dollars based on a Bank of Israel exchange rate of NIS 3.1190 = USD 1.00 reported on March 19, 2026.
XTL Biopharmaceuticals Ltd filed an initial insider ownership report (Form 3) for Niv Segal, identified as Chief Financial Officer. The filing does not list any reportable transactions or derivative positions and serves to establish Segal’s status as a reporting person for future ownership disclosures.