XTL Biopharma director Iris Shapira Yalon to resign

The proposed replacement would serve an initial three-year term only if shareholders approve his election.

Rhea-AI Filing Summary

XTL Biopharmaceuticals Ltd. (XTLB) said Iris Shapira Yalon notified the company on October 12, 2026, that she is resigning from its board. Her resignation is for personal reasons and is not the result of a disagreement with the company about its operations, policies or practices. It takes effect when shareholders appoint her successor as external director, or on November 20, 2026, whichever comes first.

On October 14, 2026, the board approved nominating Gilai Dolev to replace her as an external director for an initial three-year term, subject to shareholder approval. XTLB intends to convene a general meeting for the election, which requires the majority specified under Section 239(b) of the Israeli Companies Law, and says it will furnish the meeting notice and proxy statement to the SEC on Form 6-K.

Key Figures

Resignation notice date: October 12, 2026 Nomination approval date: October 14, 2026 Initial external director term: 3 years +1 more

4 metrics

Resignation notice date October 12, 2026 Iris Shapira Yalon notified the company of her resignation

Nomination approval date October 14, 2026 The board approved nominating Gilai Dolev

Initial external director term 3 years Gilai Dolev's proposed term, subject to shareholder approval

Resignation effective date November 20, 2026 The resignation takes effect on this date if the successor is not appointed earlier

Key Terms

external director, Section 239(b) of the Israeli Companies Law, proxy statement

3 terms

external director regulatory

"election as an external director of the Company"

An external director is a member of a company's board who is not part of its day-to-day management and usually has no material financial ties to the firm. They offer independent oversight and challenge management decisions—like a neutral referee watching for unfair play. For investors, external directors matter because their independence can reduce conflicts of interest, improve governance, and help protect shareholder value by lowering the risk of management missteps.

Section 239(b) of the Israeli Companies Law regulatory

"majority required under Section 239(b) of the Israeli Companies Law"

proxy statement regulatory

"the notice of meeting and proxy statement"

A proxy statement is a document companies send to shareholders ahead of a meeting that lays out the items up for a vote—like who will sit on the board, executive pay, and major corporate decisions—and provides background so shareholders can decide how to cast their votes or appoint someone to vote for them. Think of it as an agenda plus a ballot and briefing notes, important because the outcomes can change control, strategy, and value.

FAQ

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

Why is Iris Shapira Yalon resigning from XTLB's board?

Iris Shapira Yalon said she is resigning for personal reasons, and that her resignation is not the result of a disagreement with XTL Biopharmaceuticals Ltd. about its operations, policies or practices.

Who is XTLB nominating to replace Iris Shapira Yalon?

XTLB's board approved nominating Gilai Dolev for election as an external director for an initial three-year term, subject to shareholder approval. The election requires the majority specified under Section 239(b) of the Israeli Companies Law.

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

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Available on EDGAR 10/14/2026 - 04:05 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:05 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

Under the Securities Exchange Act of 1934

For the Month of October 2026

001-36000 (Commission File Number)

XTL Biopharmaceuticals Ltd.

(Exact name of Registrant as specified in its charter)

85 Medinat HaYehudim Street

Herzliya, Israel, is 4676670

(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 October 12, 2026, Ms. Iris Shapira Yalon notified XTL Biopharmaceuticals Ltd. (the “Company”) of her resignation from the Company’s Board of Directors (the “Board”), effective upon the earlier of (i) the appointment of her successor as external director by the Company’s shareholders at the general meeting described below and (ii) November 20, 2026.

Ms. Shapira Yalon is resigning for personal reasons, and her resignation is not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board thanks Ms. Shapira Yalon for her service and contributions to the Company.

On October 14, 2026, the Board approved the nomination of Mr. Gilai Dolev for election as an external director of the Company, to replace Ms. Shapira Yalon, for an initial three-year term, subject to shareholder approval. The Company intends to convene a general meeting of shareholders to approve Mr. Dolev’s election by the majority required under Section 239(b) of the Israeli Companies Law, and will furnish the notice of meeting and proxy statement for that meeting to the U.S. Securities and Exchange Commission (the “SEC”) on Form 6-K.

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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: October 14, 2026	/s/ Noam Band
	Noam Band
	Chief Executive Officer

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