XTL Biopharma faces Nasdaq delisting over late 20-F

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.

Rhea-AI Filing Summary

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.

Positive

• None.

Negative

• Heightened Nasdaq delisting risk: XTL has received a staff delist determination citing a new deficiency for failing to file its Form 20-F for the year ended December 31, 2025, on top of existing equity and minimum bid-price shortfalls.

Insights

Equity & listing-status analyst

Nasdaq delisting risk increases as XTL adds a late-filing breach to existing listing deficiencies.

XTL Biopharmaceuticals Ltd. now faces three separate Nasdaq issues: failure to file its Form 20-F for the year ended December 31, 2025, stockholders’ equity below $2.5 million, and a share price below the $1 minimum bid. These are all explicit Nasdaq Capital Market requirements.

A Nasdaq Hearings Panel will consider the additional late-filing deficiency together with the prior equity and bid-price matters. XTL can submit written views and request an extended stay of suspension by May 26, 2026. The Panel must respond within 15 calendar days after that deadline.

The company states it intends to request an extension of the stay, but notes there is no assurance the Panel will accept its arguments or approve continued listing. Actual outcomes will depend on the Panel’s decision and the company’s ability to resolve the identified deficiencies.

Key Figures

Missing report period: Form 20-F for year ended December 31, 2025 Equity requirement: $2.5 million stockholders’ equity Minimum bid price: $1 minimum bid +3 more

6 metrics

Missing report period Form 20-F for year ended December 31, 2025 Basis for Nasdaq late-filing deficiency

Equity requirement $2.5 million stockholders’ equity Nasdaq Listing Rule 5550(b)(1) minimum

Minimum bid price $1 minimum bid Nasdaq Listing Rule 5550(a)(2) standard

Panel stay request deadline May 26, 2026 Deadline to request extended stay and present views

Panel response window 15 calendar days Time after stay deadline for Panel conclusion

Staff letter date May 18, 2026 Date of Nasdaq Listing Qualifications letter

Key Terms

Listing Rule 5250(c)(1), Nasdaq Capital Market, stockholders’ equity, minimum bid price, +1 more

5 terms

Listing Rule 5250(c)(1) regulatory

"it no longer complies with Nasdaq’s Listing Rule Listing Rule 5250(c)(1) which requires companies to timely file"

A Nasdaq listing standard that requires companies traded on the exchange to file their regular financial reports with the U.S. Securities and Exchange Commission on time, such as annual and quarterly reports, and to notify Nasdaq if filings are late. It matters to investors because these filings provide the routine, reliable information needed to judge a company’s health; missing them can trigger warnings, trading suspension, or removal from the exchange, which can sharply affect liquidity and share value — like a business losing its operating license for failing inspections.

Nasdaq Capital Market regulatory

"continued listing on The Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

stockholders’ equity financial

"minimum $2.5 million stockholders’ equity and minimum $1 bid price requirements"

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.

minimum bid price financial

"minimum $2.5 million stockholders’ equity and minimum $1 bid price requirements"

The minimum bid price is the lowest share price that a market, regulator, or specific offering will accept for a trade, listing, or auction—think of it as a reserve or floor that a stock must meet to qualify for certain actions. It matters to investors because falling below that floor can limit trading options, trigger compliance measures or delisting risks, and affect liquidity and the perceived value of a holding, much like a reserve price in an auction sets the baseline for a sale.

forward-looking statements regulatory

"This communication contains forward-looking statements within the meaning of Section 27A"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

FAQ

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

Why did XTL Biopharmaceuticals (XTLB) receive a Nasdaq staff delist determination?

XTL Biopharmaceuticals received a Nasdaq staff delist determination because it has not yet filed its Annual Report on Form 20-F for the year ended December 31, 2025. This late filing violates Listing Rule 5250(c)(1), which requires timely submission of all periodic SEC reports.

What other Nasdaq listing deficiencies does XTL Biopharmaceuticals (XTLB) currently face?

In addition to the late Form 20-F, XTL Biopharmaceuticals is already before a Nasdaq Hearings Panel for failing to meet the minimum $2.5 million stockholders’ equity requirement and the $1 minimum bid price standard under Listing Rules 5550(b)(1) and 5550(a)(2), respectively.

What deadlines has Nasdaq given XTL Biopharmaceuticals (XTLB) in this 6-K update?

XTL must present its views on the new late-filing deficiency and request an extension of the stay of suspension by May 26, 2026. A Nasdaq Hearings Panel will review the request and notify the company of its conclusion within 15 calendar days after that deadline.

Can XTL Biopharmaceuticals (XTLB) keep its Nasdaq Capital Market listing?

XTL states it intends to request an extended stay of suspension and continued listing on the Nasdaq Capital Market. However, the company explicitly cautions there can be no assurance the Nasdaq Hearings Panel will grant the extended stay or approve continued listing.

What does Listing Rule 5250(c)(1) mean for XTL Biopharmaceuticals (XTLB)?

Listing Rule 5250(c)(1) requires Nasdaq-listed companies to timely file all required periodic financial reports with the SEC. Because XTL has not yet filed its Form 20-F for the year ended December 31, 2025, Nasdaq deems the company noncompliant, adding another potential basis for delisting.

What business focus does XTL Biopharmaceuticals (XTLB) describe in this filing?

XTL describes itself as an IP portfolio company holding intellectual property including hCDR1 for Lupus and Sjögren’s Syndrome, which it sublicenses. It adds that it actively pursues strategic collaborations and acquisitions to expand its therapeutic portfolio into high-value disease areas.

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

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Accepted by SEC EDGAR 05/22/2026 - 04:11 PM EDT Learn about SEC filing dates

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 May 2026

Commission File Number: 001-36000 

XTL Biopharmaceuticals Ltd. 

(Translation of registrant’s name into English)

26 Ben-Gurion St.

Ramat Gan,
5112001, Israel

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F☒         Form 40-F ☐

On May 22, XTL Biopharmaceuticals Ltd. issued the press release that is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated May 22, 2026

1

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.

	XTL BIOPHARMACEUTICALS LTD.
Date: May 22, 2026	By:	/s/ Noam Band
		Noam Band
		Chief Executive Officer

2

Exhibit 99.1

XTL Announces Receipt of Staff Delist Determination from Nasdaq

RAMAT GAN, ISRAEL, May 22, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced today that it has received a letter (the “Letter”) from The Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”), dated May 18, 2026, notifying the Company that since the Company has not yet filed its Annual Report on Form 20-F for the year ended December 31, 2025, it no longer complies with Nasdaq’s Listing Rule Listing Rule 5250(c)(1) which requires companies to timely file all required periodic financial reports with the SEC.

Nasdaq informed the Company that this matter serves as an additional basis for delisting the Company’s securities from Nasdaq and that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in its decision regarding the Company’s continued listing on The Nasdaq Capital Market. In that regard, the Company may present its views with respect to this additional deficiency to the Panel in writing no later than May 26, 2026. In addition, since, as previously disclosed by the Company, the Company is already before a Panel for its failure to comply with the minimum $2.5 million stockholders’ equity and minimum $1 bid price requirements, as set forth under Listing Rules 5550(b)(1) and 5550(a)(2), respectively, the Company will have seven days, or until May 26, 2026, to request a stay of the suspension of its securities from The Nasdaq Capital Market, pending a Panel decision. A Panel will review the request for an extended stay and notify the Company of its conclusion as soon as is practicable but, in any event, no later than 15 calendar days following the deadline to request a further stay.

The Company intends to request to extend the stay of the suspension of its securities from The Nasdaq Capital Market by May 26, 2026. There can be no assurance that the Panel will accept the Company’s view on this matter grant the extended stay or grant the Company’s request for continued listing. 

About XTL Biopharmaceuticals Ltd.

XTL is an IP Portfolio company that holds an IP portfolio including hCDR1 for Lupus (SLE) and Sjögren’s Syndrome (SS) that the company sublicenses. The company actively pursues strategic collaborations and acquisitions to expand its therapeutic portfolio into high-value disease areas.

XTL is traded on the Nasdaq Capital Market (NASDAQ: XTLB) and the 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) the Company’s ability to successfully manage and integrate any joint ventures, acquisitions of businesses, solutions or technologies; (ii) unanticipated operating costs, transaction costs and actual or contingent liabilities; (iii) the ability to attract and retain qualified employees and key personnel; (iv) adverse effects of increased competition on the Company’s future business; (v) the risk that changes in consumer behavior could adversely affect the Company’s business; (vi) the Company’s ability to protect its intellectual property; (vii) the Company’s ability to successfully consummate the acquisition of outstanding shares of  PsygaBio Ltd., and, if consummated, to successfully manage and integrate Psyga; 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 registration statement on Form F-1 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

Filing Exhibits & Attachments

1 document

Press Releases

• EX-99.1 PRESS RELEASE DATED MAY 22, 2026 10.7 KB