Nasdaq warns XTL Biopharmaceuticals (XTLB) on minimum equity shortfall
Rhea-AI Filing Summary
XTL Biopharmaceuticals Ltd. reported that it received a notification letter from Nasdaq stating that the company no longer meets the continued listing requirement to maintain at least $2,500,000 in stockholders’ equity under Nasdaq Listing Rule 5550(b)(1). Nasdaq’s determination was based on a Form 6-K filed on December 30, 2025, which showed a stockholders’ equity deficit of $47,000 as of June 30, 2025, and the company’s failure to meet alternative criteria based on market value of listed securities or net income from continuing operations.
The notice does not immediately affect XTL’s Nasdaq listing, and its American Depositary Shares will continue to trade under the symbol XTLB. XTL has 45 calendar days, until March 6, 2026, to submit a plan to regain compliance, and Nasdaq may grant up to 180 calendar days from the January 20, 2026 notification to evidence compliance if the plan is accepted. The company is evaluating options and intends to work toward regaining compliance, while cautioning there is no assurance it will succeed or remain in compliance with all Nasdaq listing requirements.
Positive
- None.
Negative
- Nasdaq equity deficiency notice highlights financial strain and listing risk – XTL reported a stockholders’ equity deficit of $47,000 versus the $2,500,000 Nasdaq minimum, and there is no assurance it can regain compliance.
Insights
Nasdaq equity deficiency notice raises real delisting risk for XTL if compliance is not restored.
XTL Biopharmaceuticals has been notified by Nasdaq that it no longer satisfies the minimum stockholders’ equity requirement of $2,500,000 under Rule 5550(b)(1). The trigger was a reported stockholders’ equity deficit of $47,000 as of June 30, 2025, and the fact that XTL also does not qualify under the alternative continued listing tests for market value of listed securities or net income from continuing operations.
The notification does not immediately remove XTL’s ADSs from the Nasdaq Capital Market, and they continue to trade under XTLB. However, the company now faces a structured remediation timeline: 45 calendar days, until March 6, 2026, to submit a compliance plan, and potentially up to 180 calendar days from the January 20, 2026 letter to demonstrate regained compliance if Nasdaq accepts that plan. Failure at any stage could ultimately lead to delisting proceedings.
The company states it is evaluating options and intends to regain compliance, but explicitly warns there is no assurance it will be able to meet Rule 5550(b)(1) or other Nasdaq requirements. This language underscores both financial strain—evidenced by the equity deficit—and uncertainty around capital or strategic actions needed to restore equity above the $2,500,000 threshold. Subsequent company disclosures will clarify whether its chosen actions are sufficient for Nasdaq to determine that compliance has been re-established.
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 January 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 January 23, 2026, XTL Biopharmaceuticals Ltd. (the “Company”) issued a press release announcing that the Company has received a notification letter from The Listing Qualifications Department of The Nasdaq Stock Market LLC regarding a minimum stockholders’ equity deficiency. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release dated January 23, 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: January 23, 2026 | By: | /s/ Noam Band |
| Noam Band | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
XTL Announces Receipt of Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency
RAMAT GAN, ISRAEL, Jan. 23, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced today that it has received a notification letter from The Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 20, 2026, notifying the Company that the Company currently does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(b)(1), to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing. This Nasdaq determination was based on (i) the Company’s Form 6-K, dated December 30, 2025, that included financial information for the period ended June 30, 2025, and which reported stockholders’ equity deficit of $47,000, and (ii) that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations as of January 20, 2026.
The Nasdaq notification letter does not result in the immediate delisting of the Company’s American Depositary Shares (“ADSs”), and the ADSs will continue to trade uninterrupted under the symbol “XTLB”. In accordance with the Nasdaq Listing Rules, the Company has 45 calendar days, or until March 6, 2026, to submit a plan to regain compliance. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from receipt of the Notification Letter to evidence compliance.
XTL is currently evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirements. Although XTL will use all reasonable efforts to achieve compliance with Rule 5550(b)(1), there can be no assurance that the Company will be able to regain compliance with that rule or will otherwise be in compliance with other Nasdaq continued listing requirements.
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
What did XTL Biopharmaceuticals (XTLB) disclose in its latest Form 6-K?
XTL Biopharmaceuticals disclosed that it received a notification letter from Nasdaq stating the company no longer meets the continued listing requirement to maintain at least $2,500,000 in stockholders’ equity under Nasdaq Listing Rule 5550(b)(1). The notice is based on previously reported financials showing a stockholders’ equity deficit and the company’s failure to meet alternative listing criteria.
Why is XTL Biopharmaceuticals out of compliance with Nasdaq’s stockholders’ equity rule?
Nasdaq’s determination is based on XTL’s Form 6-K dated December 30, 2025, which included financial information for the period ended June 30, 2025 and reported a stockholders’ equity deficit of $47,000. In addition, as of January 20, 2026, the company did not meet the alternative tests for market value of listed securities or net income from continuing operations.
How long does XTL Biopharmaceuticals have to regain compliance with Nasdaq’s equity requirement?
XTL has 45 calendar days from the January 20, 2026 notification, until March 6, 2026, to submit a plan to regain compliance. If Nasdaq accepts the plan, the company can receive up to 180 calendar days from the date of the notification letter to demonstrate that it again meets the continued listing requirements.
What actions does XTL Biopharmaceuticals plan to take in response to the Nasdaq notice?
The company states that it is evaluating options to regain compliance and intends to timely regain compliance with Nasdaq’s continued listing requirements. However, it cautions there can be no assurance that it will be able to regain compliance with Rule 5550(b)(1) or remain in compliance with other Nasdaq listing standards.