Xtl Biopharmaceu SEC Filings

XTL Biopharmaceuticals Ltd. reported that its Extraordinary General Meeting of Shareholders, originally convened on February 17, 2026, was adjourned due to a lack of quorum. The meeting is scheduled to reconvene on February 24, 2026 at 4:00 p.m. Israel time in Tel Aviv.

The reconvened meeting will take place at the offices of the company’s attorneys, Amit, Pollak, Matalon & Co., on Raoul Wallenberg Street in the Ramat Hachayal district. This is a procedural update related to shareholder meeting logistics rather than a change in business or financial results.

XTL Biopharmaceuticals Ltd. reports that it is working to close the proposed acquisition of 85% of NeuroNOS Ltd. from Beyond Air Inc., under a binding letter of intent signed on January 13, 2026. The company has also scheduled a shareholders meeting on February 17, 2026 to approve a private placement of up to US$2 million.

Management believes that completing the NeuroNOS acquisition and the private placement will help address its deficiency under Nasdaq Listing Rule 5550(b)(1), which requires at least $2,500,000 in stockholders’ equity. XTL is preparing a plan to regain compliance, but warns there is no assurance the acquisition will close, that shareholders will approve the private placement, or that Nasdaq will accept its plan or maintain the company’s listing.

XTL Biopharmaceuticals Ltd. reports that its wholly owned Israeli subsidiary, The Social Proxy Ltd., has filed a formal application in an Israeli court to commence insolvency proceedings under the Israeli Insolvency and Economic Rehabilitation Law, 2018. This follows the previously reported resignations of the subsidiary’s CEO and CTO.

The parent company is assessing how this development may affect it, including the recoverability of a loan of approximately $1.5 million that XTL extended to The Social Proxy. XTL describes itself as an IP portfolio company that owns 100% of The Social Proxy and has sublicensed an IP portfolio related to hCDR1 for treatment of lupus. The company reiterates standard forward-looking statement cautions regarding risks to its business and future plans.

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.

XTL Biopharmaceuticals Ltd. reported that it will hold an Extraordinary General Meeting of Shareholders on February 17, 2026 at 4:00 p.m. (Israel time) in Tel Aviv, Israel. The meeting will take place at the offices of its legal counsel, Amit, Pollak, Matalon & Co., on Raoul Wallenberg Street.

To support the meeting, the company is providing a Notice and Proxy Statement, as well as a Proxy Card that allows holders of ordinary shares to vote without attending in person. These documents, furnished as exhibits to the report, describe the proposals to be voted on and explain how shareholders can participate and cast their votes.

XTL Biopharmaceuticals Ltd. has signed a binding letter of intent with Beyond Air, Inc. to acquire Beyond Air’s approximately 85% stake in NeuroNOS Ltd., an Israeli private company developing small‑molecule treatments for autism spectrum disorder, Alzheimer’s disease, brain cancers, and other neurological conditions. If completed, XTL would issue American Depositary Shares so that Beyond Air holds 19.99% of XTL’s outstanding share capital at closing, grant three‑year warrants to help maintain that stake, pay an upfront US$1,000,000 in cash, and pay up to US$5,500,000 in development milestones or, in some cases, a single US$4,000,000 payment.

The LOI also provides for commercial milestone payments between US$2,000,000 and US$12,500,000 linked to net sales of the first NeuroNOS product, and contemplates an offer for other NeuroNOS shareholders to exchange their remaining 15% stake for XTL shares. To help fund the deal and the upfront cash, XTL’s board and audit committee approved a concurrent private placement of up to US$2,000,000 at about US$0.53 per ADS, at a 20% discount, subject to closing of the transaction and various corporate, regulatory, shareholder, and due‑diligence conditions.

XTL Biopharmaceuticals Ltd. reports that Tal Klinger, Chief Executive Officer of its wholly owned Israeli subsidiary Social Proxy Ltd., and Roee Klinger, the subsidiary’s Chief Technology Officer, have resigned from their positions effective immediately as of December 11, 2025. The company states that it is evaluating next steps for the management of Social Proxy Ltd. and plans to provide further updates when appropriate.

XTL Biopharmaceuticals Ltd. reported a leadership change in its finance team. Chief Financial Officer Itay Weinstein will resign effective December 11, 2025, and the company states his resignation is not due to any disagreement with management.

To replace him, the board appointed Niv Segal as Chief Financial Officer. Segal is a CPA with over 12 years of senior financial management experience, including serving as CFO of G.S. Innplay Labs, where he led a $300M acquisition by Playtika, and CFO of Beach Bum, where he managed its $700M acquisition process. He previously served as Group Corporate Controller at Gix Ltd. and began his career at PwC Israel.

XTL Biopharmaceuticals Ltd. announced a board change. Effective October 21, 2025, Doron Turjeman resigned from the Board of Directors due to personal reasons. The company stated his resignation was not the result of any disagreement with the company or its management. Noam Band, the Company’s Chief Executive Officer, was appointed to the Board of Directors in his place, effective immediately.

XTL is an IP portfolio company that owns 100% of The Social Proxy Ltd., a web data company, and has sublicensed an IP portfolio around hCDR1 for treating lupus (SLE). The company trades on Nasdaq (XTLB) and the TASE (XTLB.TA).