UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of June, 2026
Commission File Number: 001-36000
XTL Biopharmaceuticals Ltd.
(Translation of registrant’s name into English)
85 Medinat ha-Yehudim St.
Herzliya,
4676670, Israel
(Address of principal executive offices)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
On June 30, 2026, XTL Biopharmaceuticals Ltd. (the “Company”)
announced that it has consummated its previously announced acquisition of Psyga Bio Ltd. (“Psyga Bio”), an Israeli
advanced biotechnology company focused on the research, development and commercialization of proprietary products derived from psychedelic
and functional mushrooms, including clinically researched therapeutic candidates, microdosing solutions and wellness-focused formulations,
pursuant to that certain Share Purchase Agreement, dated as of April 28, 2026 (the “Purchase Agreement”), by and among
the Company, Psyga Bio and the shareholders of Psyga Bio.
The Company acquired approximately 83.40% of the
issued and outstanding share capital of Psyga Bio on a fully diluted basis (the “Transaction”) in consideration for
the issuance by the Company to the shareholders of Psyga Bio, by way of a private placement, of such number of unregistered American Depositary
Shares (“ADSs”) as shall represent, immediately following such issuance, up to approximately 33.36% of the issued and
outstanding share capital of the Company. Each ADS represents 400 ordinary shares of the Company.
In addition, as part of the Transaction, the shareholders
of Psyga Bio will be entitled to receive additional ADSs (or warrants in lieu thereof) representing 8.34% of the issued and outstanding
share capital of the Company upon the achievement of each of three (3) clinical and commercial milestones, up to an aggregate of 25%.
Psyga Bio will operate as a subsidiary of the
Company, and the shareholders of Psyga Bio appointed one (1) representative to the Company’s board of directors out of a total of
six (6) directors, including two (2) serving external directors.
The Transaction, which was approved by the Company’s
Extraordinary General Meeting of Shareholders held on June 29, 2026 (the “Extraordinary General Meeting”) (including
as an interested party transaction under Chapter 5 of the Israeli Companies Law, 5759-1999, as Mr. Alex Rabinovich, one of the shareholders
of Psyga Bio, is also a director of the Company holding approximately 24.9% of the Company’s issued and outstanding share capital),
forms part of the Company’s strategy to expand its asset portfolio with high potential IP-based assets.
In addition, the Company consummated a private
placement transaction in the aggregate amount of US$1,500,000 at a purchase price of US$2.70 per ADS, subscribed for by Mr. Alexander
Rabinovich and other investors (the “Private Placement”). Each investor received one (1) ADS together with 1.2 Series
A Warrants (exercise price of US$2.70, subject to adjustment and reduction to US$1.70 upon the achievement of specified stock price, M&A
or clinical milestones) and 1.2 Series B Warrants (exercise price of US$5.00, subject to adjustment and reduction to US$2.50 upon the
achievement of specified stock price, M&A or clinical milestones), each with a five (5) year term and exercisable for cash only. In
addition, Series C Warrants may be issued in connection with a subsequent down-round financing at a price per ADS below the purchase price.
The Private Placement was duly approved by the Company’s shareholders at the Extraordinary General Meeting.
On June 30, 2026, the Company issued a press release
announcing the closing of the Transaction and the private placement. A copy of this press release is furnished herewith as Exhibit 99.1.
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated June 30, 2026 |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: June 30, 2026 |
|
XTL BIOPHARMACEUTICALS LTD. |
| |
|
|
| |
|
By: |
/s/ Noam Band |
| |
|
|
Noam Band |
| |
|
|
Chief Executive Officer |
Exhibit 99.1
XTL Completed the Acquisition of
Psyga Bio Ltd.
expands its IP portfolio to clinical-stage biopharmaceutical
assets
XTL Biopharmaceuticals (XTL) Completes the
Acquisition of Psyga Bio and Establishes Psychedelic Biotechnology Platform
At a historic juncture and with unprecedented
regulatory tailwinds in the US, XTL completes its strategic transformation and becomes a dedicated company in the field of global psychedelic
medicine; operations will focus on an advanced clinical pipeline, a licensed GMP manufacturing facility, and a unique intellectual property
(IP) library.
HERZLIYA, ISRAEL, June 30, 2026 (GLOBE NEWSWIRE) – XTL
Biopharmaceuticals Ltd. (NASDAQ and TASE: XTLB), is pleased to announce today the completion of the strategic acquisition of Psyga Bio
Ltd. With the closing of the transaction, psychedelic operations become the exclusive core business of XTL, as part of the Company's strategy
to lead the scientific intellectual property (IP) market.
XTL acquired 269,095 shares of Psyga Bio, representing approximately
83.40% of the issued and outstanding share capital of the company on a fully diluted basis. By doing so, XTL positions itself as one of
the few public companies offering investors direct access to a complete scientific and industrial infrastructure in the emerging field
of psychedelic medicine.
The Strategic Assets and Competitive Advantages of XTL:
| ● | Advanced Clinical Pipeline Based on Psilocybin and its Derivatives:
Psyga Bio is developing an advanced pipeline of products and formulations based on Psilocybin and its derivatives and additional psychedelic
substances under strict regulatory licenses. These products are targeted for the treatment of severe mental health disorders, treatment-resistant
depression, post-traumatic stress disorder (PTSD), anorexia, and addictions. |
| ● | Independent Production Infrastructure (GMP-Ready Facility):
The company holds a rare strategic asset in the industry, a licensed, pharmaceutical manufacturing facility for clinical trials, designated
for the cultivation, extraction, isolation, and formulation of psychedelic Active Pharmaceutical Ingredients (APIs) of medical grade,
ensuring operational independence and large-scale commercialization capabilities. |
| ● | Exclusive Intellectual Property (IP) Library: A rich proprietary
library of over 250 distinct and unique mushroom strains with high biological activity, providing the company with strong IP protection
and perfect clinical product uniformity. |
| ● | Global Scientific Leadership: The company's research and
clinical activities are led in close partnership with Professor Dedi Meiri, one of the world's leading and most respected researchers
in plant biology and natural-source drug development, which constitutes a scientific asset and a huge competitive advantage for the company. |
| ● | Clinical Trials in Collaboration with Leading Hospitals in
Israel: The company is in the process of submitting for the execution of three clinical trials with leading hospitals in Israel.
In its roadmap are four additional clinical trials in the coming year. The company utilizes its existing infrastructure and IP to conduct
several trials in parallel. |
Concurrent with the completion of the acquisition, a cash amount of
$1,500,000 was wired to the company's treasury as part of an approved private placement as further described in the Company’s filings
with the Securities and Exchange Commission. This capital will be used directly to support and accelerate the clinical and business plans
of the group.
Historic Regulatory Tailwind in the US: The FDA Accelerates Steps
We believe that the timing of the transaction's completion positions
XTL in a perfect springboard position in the international market. In April 2026, US President Donald Trump signed a groundbreaking executive
order instructing the FDA and DEA to dramatically accelerate (Fast-Track) the research, classification, and regulatory approvals of psychedelic
drugs for the treatment of severe mental health disorders and post-traumatic stress disorder (PTSD).
The order specifically defined Ibogaine as a compound of supreme national
importance for the treatment of discharged soldiers, allocated dedicated federal budgets, and opened fast-track access routes under the
"Right to Try" law. Following this historic move, the FDA has already begun operating at an unprecedented speed to approve innovative
clinical protocols. We believe that this shift in trend moves Psyga's field of activity into the heart of the mainstream medical establishment's
consensus and has the potential to generate huge market potential for the company.
Details of the Financial Structure:
| ● | Stock-Based Consideration (Cash Preservation): The acquisition
was completed through the issuance of American Depositary Shares (ADSs) representing approximately 33.36% of XTL's capital post-issuance
(on a pro-rata basis). Each ADS represents 400 ordinary shares of the company. |
| ● | Success-Based Milestone Mechanism (Milestones): In order
to ensure complete alignment of interests with the shareholders, Psyga's shareholders will be entitled to receive an additional amount
of up to 25.02% of XTL’s capital on the date of such issuance (approximately 8.34% for each milestone). These shares will be granted
solely upon the achievement of three significant clinical and commercial milestones in the market. |
The transaction was duly approved by the Audit Committee, the Board
of Directors, and the general meeting of shareholders (including as an interested party transaction under the Israeli Companies Law).
Additionally, the company intends to file its financial statements
for the year ending December 31, 2025, together with the annual Form 20-F, thereby maintaining transparency and full regulatory compliance
before the markets in Israel and the US.
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, whether the Company will be able to successfully
manage and integrate Psyga Bio.
Additional examples of such risks and uncertainties
include, but are not limited to (i) the Company’s ability to successfully manage and integrate Psyga Bio and realize the milestones
set out in the Purchase Agreement; (ii) the pending Nasdaq delisting determination and risk of delisting of the Company’s ADSs;
(iii) clinical, regulatory and commercial risks relating to Psyga Bio’s pipeline, including Ibogaine-based products; (iv) unanticipated
operating costs, transaction costs and actual or contingent liabilities; (v) the ability to attract and retain qualified employees and
key personnel, including Professor Dedi Meiri; (vi) adverse effects of increased competition on the Company’s future business; (vii)
the Company’s financing needs and ability to fund operations; (viii) the Company’s ability to protect its intellectual property;
and (ix) 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 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.
Email: info@xtlbio.com
www.xtlbio.com
