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 August, 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 ☐
On
August 3, 2026, XTL Biopharmaceuticals Ltd. (the “Company”) was served with a motion (the “Motion”) filed by
a shareholder of the Company with the Economic Division of the Tel Aviv-Jaffa District Court, requesting court authorization, pursuant
to Section 198 of the Israeli Companies Law, 5759-1999 (the “Companies Law”), to file a derivative claim on behalf of the
Company against the Company’s controlling shareholder and certain current and former directors and officers of the Company (collectively,
the “Respondents”).
The
Motion alleges that the Respondents breached their duties of care, loyalty and fairness owed to the Company in connection with the Company’s
2024 acquisition of The Social Proxy Ltd. (the “Subsidiary”), including alleged failures to fund the Subsidiary as committed,
alleged conflicts of interest, allegedly delayed and incomplete public disclosure regarding the loss of control over the Subsidiary,
and alleged financial irregularities in the Subsidiary’s books. The Subsidiary is currently in liquidation pursuant to an order
issued on February 22, 2026.
The
petitioner seeks, among other relief: (i) court authorization to file a derivative claim on behalf of the Company against the Respondents;
(ii) monetary compensation to the Company for the alleged destruction of the value of the Subsidiary, estimated at approximately NIS
100 million for court-fee purposes; (iii) disgorgement of any improperly obtained benefits; (iv) appointment of a forensic accountant
to examine the Company’s and the Subsidiary’s books; and (v) costs and attorneys’ fees.
The
Company believes that the Motion is meritless and intends to fully respond in accordance with the court’s schedule.
Cautionary
Note Regarding Forward-Looking Statements
This
Report on Form 6-K 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. Forward-looking statements in this Report include, but are not limited
to, statements regarding the Company’s intentions with respect to responding to the Motion, the Company’s review and evaluation
of the claims set forth in the Motion, the potential outcome and timing of proceedings relating to the Motion, and the Company’s
views as to the merits of the claims asserted. Words such as “continue,” “will,” “may,” “could,”
“should,” “expect,” “plans,” “intend,” “anticipate,” “believe,”
“estimate,” “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 the court will authorize the petitioner
to file a derivative claim on behalf of the Company; (ii) the timing, scope, and outcome of proceedings relating to the Motion; (iii)
whether the allegations set forth in the Motion will be substantiated; (iv) the Company’s ability to defend against the claims
asserted; (v) potential monetary damages, costs, and expenses associated with the proceedings; (vi) the potential impact of the proceedings
on the Company’s business, reputation, and financial condition; and (vii) risks related to the liquidation proceedings of the Subsidiary
and the Company’s ability to recover any value therefrom. 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 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.
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:
August 5, 2026 |
XTL
BIOPHARMACEUTICALS LTD. |
| |
|
| |
By: |
/s/
Noam Band |
| |
|
Noam
Band
|
| |
|
Chief
Executive Officer |
