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
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
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
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
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
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
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
Does the Nasdaq notification immediately delist XTLB shares from the Nasdaq Capital Market?
No. The notification letter does not result in the immediate delisting of XTL Biopharmaceuticals’ American Depositary Shares. The ADSs will continue to trade uninterrupted on the Nasdaq Capital Market under the symbol XTLB while the company pursues a plan to regain compliance.
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
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.
What business does XTL Biopharmaceuticals focus on, and where are its shares traded?
XTL describes itself as an IP portfolio company holding 100% of The Social Proxy Ltd. and an IP portfolio including hCDR1 for Lupus (SLE) and Sjögren's Syndrome (SS), which it has sublicensed. The company seeks strategic collaborations and acquisitions in high-value disease areas, and its securities trade on the Nasdaq Capital Market under the symbol XTLB and on the Tel Aviv Stock Exchange under XTLB.TA.
