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 February 2026
Commission File Number: 001-36000
XTL Biopharmaceuticals Ltd.
(Translation of registrant’s name into English)
26 Ben Gurion Street
Ramat Gan 5257346, 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 ☐
As previously
disclosed in the Report of Foreign Private Issuer on Form 6-K filed with the SEC on January 23, 2026, The Social Proxy Ltd., an Israeli
company and wholly owned subsidiary of the Company (the “Social Proxy”), filed a formal application with the competent Israeli
court for the commencement of insolvency proceedings (Order for the Opening of Proceedings) in accordance with the Israeli Insolvency
and Economic Rehabilitation Law, 2018 (the “Insolvency Law”).
On February
22, 2026, after the court has been satisfied that the application was duly filed and published and that the Social Proxy is insolvent,
and after no objection has been filed to the application, the court ordered the opening of insolvency proceedings in all matters concerning
the Social Proxy pursuant to the Insolvency Law. In addition, after finding that there is no reasonable prospect for the Social Proxy’s
economic rehabilitation, the court ordered the Social Proxy 's liquidation and the appointment of a trustee for the insolvency proceedings.
The Company
is evaluating the effects of this event on the Company, including on a loan of approximately $1.5 million that the Company extended to
Social Proxy and the ability of the Company to recover on this loan.
About XTL Biopharmaceuticals Ltd. (XTL)
XTL is an IP portfolio
company. The Company holds 100% of the share capital of The Social Proxy Ltd., a web data company, and has sublicensed out an IP portfolio
surrounding hCDR1 for the treatment of Lupus disease (SLE).
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, whether to the Company will be able to negotiate
and enter into the definitive agreements with respect to the Transaction, whether all conditions precedent in such definitive agreements
will be satisfied, whether the closing of such Transaction will occur and whether the Company will achieve its goals. Additional
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 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 54 2288897
Email: noam@xtlbio.com
www.xtlbio.com
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: February 23, 2026 |
XTL BIOPHARMACEUTICALS LTD. |
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By: |
/s/ Noam Band |
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Noam Band |
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Chief Executive Officer |
