XTL Biopharmaceuticals Ltd. filings document foreign-private-issuer current reports, capital-structure actions, governance matters, and material events involving its ADSs and ordinary shares. Recent Form 6-K reports cover ADS-to-ordinary-share ratio disclosures, shareholder meeting results, authorized share-capital amendments, director elections, private-placement approvals, and material agreements.
The filing record also documents Nasdaq listing notifications, the company's IP portfolio identity, and court-ordered liquidation proceedings involving its wholly owned subsidiary The Social Proxy Ltd. These disclosures frame XTL's public-company status, shareholder approvals, securities structure, and risks tied to operating continuity and strategic transactions.
XTL Biopharmaceuticals Ltd director Osnat Hillel Fain has reported an existing options holding on a Form 3. The filing shows options over 1,000,000 underlying Ordinary Shares with an exercise price of $0.014 per share and an expiration date of March 17, 2029.
According to the disclosure, the option vests in three equal annual installments beginning on March 17, 2024. The exercise price was originally set in New Israeli Shekels and is presented in U.S. dollars based on a Bank of Israel exchange rate of NIS 3.1190 = USD 1.00 reported on March 19, 2026.
XTL Biopharmaceuticals Ltd filed an initial insider ownership report (Form 3) for Niv Segal, identified as Chief Financial Officer. The filing does not list any reportable transactions or derivative positions and serves to establish Segal’s status as a reporting person for future ownership disclosures.
XTL Biopharmaceuticals Ltd. is changing the ratio of its American Depositary Shares (ADSs) so that each ADS will represent four hundred ordinary shares instead of one hundred. The company anticipates this ADS ratio change will take effect on March 25, 2026.
For ADS holders, this functions like a one-for-four reverse ADS split. Every four existing ADSs will be exchanged for one new ADS, with certificated holders required to surrender certificates and book-entry holders adjusted automatically. XTL’s ADSs will continue trading on the Nasdaq Capital Market under the ticker XTLB.
No ordinary shares will be issued or cancelled, and no fees will be charged for exchanging existing ADSs for new ADSs. Fractional new ADS entitlements will be aggregated and sold by the depositary bank, and net cash proceeds distributed to applicable holders. The company states that the ADS trading price is expected to increase proportionally, though there is no assurance it will equal four times the prior ADS price.
XTL Biopharmaceuticals reports that its previously announced letter of intent with Beyond Air, Inc. for a potential acquisition of NeuroNOS Ltd. has lapsed. The letter of intent expired on March 9, 2026 because the parties did not sign a definitive agreement.
Beyond Air notified XTL on the same date that it considers the letter of intent terminated, and that both sides are released from further obligations, other than provisions that expressly survive termination, such as confidentiality. This update confirms that the contemplated NeuroNOS transaction is not moving forward under the expired agreement.
XTL Biopharmaceuticals Ltd. reported that Nasdaq’s Listing Qualifications Staff has issued a determination letter stating its belief that XTL is a “public shell” under Nasdaq Listing Rule 5101 and that continued listing of the company’s American Depositary Shares is no longer warranted. The Staff also cited separate deficiencies with Nasdaq’s minimum $2,500,000 stockholders’ equity requirement and the minimum $1 bid price rule.
The company plans to request a hearing before a Nasdaq Hearings Panel, which would temporarily prevent suspension and delisting while the Panel reviews the case. If XTL does not request the hearing by March 4, 2026, trading on the Nasdaq Capital Market is expected to be suspended on March 6, 2026, followed by removal of the listing through a Form 25-NSE filing.
XTL Biopharmaceuticals Ltd. filed a report summarizing the results of an Extraordinary General Meeting of Shareholders. The meeting was originally scheduled for February 17, 2026, but was adjourned by one week due to lack of quorum and held on February 24, 2026, in Tel Aviv.
At the rescheduled meeting, shareholders approved all proposals that were previously outlined in the company’s January 13, 2026 announcement by the required majority. The report is signed on behalf of the company by Chief Executive Officer Noam Band.
XTL Biopharmaceuticals Ltd. reports that an Israeli court has formally opened insolvency proceedings for its wholly owned subsidiary, The Social Proxy Ltd., under Israel’s Insolvency and Economic Rehabilitation Law, 2018. After determining that Social Proxy is insolvent and has no reasonable prospect of economic rehabilitation, the court ordered its liquidation and appointed a trustee to oversee the process.
The company is assessing how this liquidation will affect it, including the recoverability of an approximately $1.5 million loan it had extended to Social Proxy. XTL describes itself as an IP portfolio company that owns 100% of Social Proxy and has sublicensed an IP portfolio related to hCDR1 for the treatment of lupus (SLE).
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. 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.