RAMAT GAN, ISRAEL, Jan. 29, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced that it is working diligently to close the acquisition of 85% of the shares of NeuroNOS Ltd. from Beyond Air Inc, following the execution of the Binding Letter of Intent on January 13 , 2026 (as disclosed in the Company’s Report of Foreign Private Issuer on Form 6-K filed on January 13, 2026), and has already scheduled a shareholders meeting for February 17, 2026 ...

RAMAT GAN, ISRAEL, Jan. 23, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced today that it has received a notification letter from The Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 20, 2026, notifying the Company that the Company currently does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(b)(1), to maintain a minimum of $2,500,000 in stockholders’ equity ...

RAMAT GAN, ISRAEL, Jan. 23, 2026 (GLOBE NEWSWIRE) -- XTL Biopharmaceuticals Ltd. (Nasdaq:XTLB) (TASE:XTLB.TA) (the “Company” or “XTL”), announced today that it has received a notification letter from The Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated January 20, 2026, notifying the Company that the Company currently does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550(b)(1), to maintain a minimum of $2,500,000 in stockholders’ equity ...

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Core Insights - XTL Biopharmaceuticals Ltd. has announced a binding agreement to acquire 85% of NeuroNOS Ltd., a subsidiary of Beyond Air, Inc., which focuses on disease-modifying therapeutics for Autism Spectrum Disorder (ASD) and neuro-oncology [1][2] - The acquisition positions XTL as a significant player in the autism therapeutics market, addressing a critical unmet medical need as 1 in 31 U.S. children are affected by autism, with no FDA-approved disease-modifying therapies currently available [3][4] Company Overview - NeuroNOS was founded by Professor Haitham Amal, a leading autism researcher, and has strengthened its scientific leadership by adding two Nobel Laureates in Chemistry, enhancing its potential for therapeutic innovation [5][7] - The company’s drug development platform targets the underlying molecular mechanisms of autism through a proprietary family of small molecules that can cross the blood-brain barrier [8] Market Opportunity - The autism crisis has led to increased strain on healthcare systems and families, with a significant rise in cases prompting urgent calls for new therapeutic pathways and research funding from U.S. policymakers [3][4] - The U.S. government has allocated $50 million in new NIH funding for autism research initiatives, indicating a shift in regulatory priorities towards autism treatment development [4] Transaction Details - XTL will acquire 85% of NeuroNOS for a combination of cash, shares, and milestone payments totaling up to $32.5 million, with the transaction subject to shareholder approval [10][11] - The milestone payments include up to $5.5 million for clinical development and up to $26 million for achieving product sales targets [11] Scientific Validation - NeuroNOS has secured FDA Orphan Drug Designations for Phelan-McDermid Syndrome and Glioblastoma, which provide market exclusivity and expedited regulatory review upon approval [9] - Preclinical studies have shown that the platform addresses core pathological mechanisms in autism, validating nitric oxide dysregulation as a therapeutic target [8]

Unmatched scientific firepower: Two Nobel Laureates join Founder Prof. Haitham Amal, leading global autism researcher Critical unmet need: 1 in 31 U.S. children now affected, zero FDA-approved disease-modifying therapies exist FDA Orphan Drug designations secured for autism-related Phelan-McDermid Syndrome (PMS) and Glioblastoma Platform targets the core biology of autism, not just symptomatic relief Beyond Air (NASDAQ: XAIR), majority owner of NeuroNOS, to hold 19.99% of XTL's post-transaction share capita ...

Core Insights - XTL Biopharmaceuticals is acquiring 85% of NeuroNOS, a subsidiary of Beyond Air, to enhance its position in the autism therapeutics market, which is currently underserved with no FDA-approved disease-modifying therapies available [1][2] - The acquisition is expected to provide XTL with a strong scientific foundation, including leadership from Nobel Laureates and a focus on addressing the underlying biological mechanisms of Autism Spectrum Disorder (ASD) [7][12] Industry Overview - Autism Spectrum Disorder affects approximately 1 in 31 children in the U.S., highlighting a significant public health crisis that has strained healthcare systems and families [3][4] - The U.S. government has recognized the urgency of addressing autism, allocating $50 million in new NIH funding for research initiatives, indicating a shift in regulatory priorities towards autism treatment development [4] Scientific Leadership - NeuroNOS was founded by Professor Haitham Amal, a leading autism researcher, and has recently added two Nobel Laureates, enhancing its scientific credibility and potential for innovation in autism therapeutics [5][7] - The company's research focuses on nitric oxide dysregulation, which has been linked to both autism and brain cancer, establishing a novel therapeutic target [6][8] Technology and Regulatory Status - NeuroNOS's drug development platform utilizes small molecules designed to cross the blood-brain barrier and target nitric oxide abnormalities, aiming to address core pathological mechanisms rather than just symptoms [8] - The company has secured FDA Orphan Drug Designations for Phelan-McDermid Syndrome and Glioblastoma, which provide market exclusivity and expedited regulatory review [9] Transaction Details - The acquisition terms include a 19.9% stake in XTL's post-transaction share capital, $1 million in cash, and milestone payments up to $32.5 million based on clinical and commercial achievements [10][11] - Both XTL and Beyond Air are committed to advancing NeuroNOS's autism treatment programs with urgency [11][12]

Core Viewpoint - XTL Biopharmaceuticals Ltd. has received a notification from Nasdaq indicating that it does not meet the minimum bid price requirement of $1 per share for continued listing [1][2]. Group 1: Nasdaq Notification Details - The notification does not lead to immediate delisting, and the company's American Depositary Shares (ADSs) will continue to trade under the symbol "XTLB" [2]. - XTL has a compliance period of 180 calendar days, until June 22, 2026, to regain compliance by achieving a closing bid price of at least $1 for a minimum of ten consecutive business days [3]. - If compliance is not regained, XTL may qualify for additional time by meeting other listing requirements and may need to consider a reverse stock split [4]. Group 2: Company's Response and Future Plans - The company is currently evaluating options to regain compliance and intends to make reasonable efforts to meet Nasdaq's continued listing requirements [5]. - XTL holds 100% of The Social Proxy Ltd., a web data company, and has sublicensed an IP portfolio for the treatment of Lupus disease [6].

Financial Health and Concerns - Management has expressed substantial doubt about the company's ability to continue as a going concern, which could hinder obtaining new financing [26]. - The company expects to continue incurring losses for the foreseeable future and may never achieve profitability [26]. - The company has incurred significant losses and negative cash flows, raising substantial doubt about its ability to continue as a going concern [31]. - The company reported a net cash used in operating activities of $1,618 thousand for the year ended December 31, 2024, indicating a need for significant additional financing to continue operations [101]. - The company may face challenges in raising capital if political and military instability in Israel continues or escalates [126]. Market and Competitive Landscape - The data collection and proxy services markets are rapidly evolving, and if the industry does not develop as anticipated, sales growth may be slower than expected [26]. - The company faces intense competition from larger data collection service providers, which may impact its market position [27]. - The company operates in a rapidly evolving industry with intense competition from established players, making revenue growth uncertain [38]. - The company's success depends on acquiring new customers and retaining existing ones, which is challenged by fierce competition [52][53]. - Any slowdown in AI adoption or budget constraints in data-intensive industries could reduce demand for the company's services [55]. Regulatory and Compliance Risks - There is increasing regulatory scrutiny of web data collection, which could adversely affect the company's business and financial results [39]. - Compliance with evolving regulations may require significant investments, increasing operational complexity and costs [42]. - The company is subject to U.S. and Israeli export control and economic sanctions laws, which could impair its ability to compete in international markets and adversely affect its business [87]. - The unpredictability of the cyber insurance market may result in coverage limitations and increased premiums, impacting the company's ability to manage risk effectively [79]. Operational and Strategic Initiatives - The company is engaged in ongoing development of current and future products, with plans to introduce improved and new products as working capital allows [27]. - The company is engaged in ongoing research and development efforts, but there is no assurance that these will result in successful products or significant revenue [49]. - The company is focusing on the development of hCDR1, a potential treatment for systemic lupus erythematosus and Sjogren's syndrome, under a license from Yeda Research and Development Company Ltd. [152]. - The company aims to enhance scalability, efficiency, and market reach through strategic acquisitions and operational excellence [182]. - The company is investing in R&D to maintain leadership in the proxy, AI data extraction, and business intelligence markets [184]. Acquisition and Integration - The company has acquired The Social Proxy in 2024, which may dilute existing equity and require significant cash resources [71]. - The acquisition of The Social Proxy involved issuing 1,864,790 unregistered American Depositary Shares and 2,896,142 warrants, resulting in previous shareholders owning approximately 20% of the current issued share capital [74]. - The company completed the acquisition of The Social Proxy in August 2024 for a total consideration of approximately $430,000 and 5,292,153 unregistered ADSs, representing 44.6% of the issued and outstanding share capital of the company [149]. - The company is in the process of integrating The Social Proxy into its internal controls over financial reporting, which will be included in the evaluation for the year ended December 31, 2025 [142]. Cybersecurity and Operational Risks - The company is increasingly vulnerable to cybersecurity threats, which could adversely affect its operations and reputation [75]. - The company has implemented information security measures, but cannot guarantee their effectiveness against evolving cyber threats [77]. - The company relies on third-party vendors for data collection and proxy network services, which introduces additional risks related to security breaches and regulatory compliance [80]. - The company is dependent on third-party ISPs and proxy network providers, which poses risks if agreements are terminated or services are restricted [59]. Political and Economic Risks - The company’s offices are located in Israel, which may expose it to political, economic, and military instability risks [26]. - The company is currently facing economic uncertainty and capital market disruptions due to geopolitical instability, particularly the ongoing military conflict between Russia and Ukraine, which could materially affect its financial condition and results [81]. - Political instability in Israel, including recent elections and judicial changes, may adversely affect the company's operations and financial condition [132]. Shareholder and Market Dynamics - The concentration of ownership among principal stockholders, particularly Mr. Alexander Rabinovitch holding approximately 29.99% of ordinary shares, may prevent new investors from influencing significant corporate decisions [106]. - Future issuances or sales of ADSs could depress the market for the company's shares, making it more difficult to raise funds through equity sales [105]. - The trading volume of the company's American Depositary Shares (ADSs) has historically been low, which may limit shareholders' ability to sell their shares at a desirable price [102]. - The company's stock price is likely to be highly volatile, influenced by various factors including technological innovations, market conditions, and geopolitical instabilities [103]. Technology and Innovation - The Social Proxy's proprietary technology offers unlimited Internet Protocol addresses, enhancing data collection workflows significantly compared to traditional solutions [160]. - The demand for ethical and compliant proxy solutions is increasing due to complex privacy regulations like GDPR and CCPA, emphasizing the need for transparency and cybersecurity resilience [158]. - The Social Proxy's services are designed to ensure data accuracy and compliance with relevant laws, addressing the growing need for ethical data collection practices [168]. - The company believes its proprietary technologies and commitment to ethical data collection position it favorably against competitors like Bright Data and Oxylabs [177]. - The company aims to strengthen its market share by continuously enhancing its infrastructure and developing innovative AI-driven data extraction solutions [177].

Company Overview - XTL Biopharmaceuticals Ltd. has appointed Noam Band as the new Chief Executive Officer, with Shlomo Shalev continuing as Chairman of the Board [2][4] - The company holds 100% of The Social Proxy Ltd., a web data company, and has sublicensed an IP portfolio related to hCDR1 for Lupus treatment [5] Leadership Experience - Noam Band has extensive managerial experience, having served as CEO of Gix Internet Ltd. and Dotomi, and as a board advisor to 7digital Group plc [3] - His background includes expertise in strategic business development, market expansion, and operational leadership, which is expected to benefit XTL's growth and innovation [4] Strategic Direction - The Board of Directors expresses confidence in Band's leadership to drive XTL towards new opportunities and continued success, emphasizing a commitment to innovation and operational excellence [4]