XTL Biopharmaceuticals Plans to Acquire 85% of NeuroNOS Shares
XTL Biopharmaceuticals (XTLB) announced that it is working to close the acquisition of 85% of the shares of NeuroNOS from Beyond Air (XAIR) following the execution of the binding letter of intent on January 13 and has already scheduled a shareholders meeting for February 17 to approve a private placement of up to $2M. Management of the company believes that the completion of the proposed transaction to acquire 85% of the shares of NeuroNOS as well as the private placement, will remedy its deficiency under Nasdaq Listing Rule 5550 to maintain a minimum of $2.5M in stockholders' equity. The company is currently working to submit to Nasdaq a plan to regain compliance with this Nasdaq Listing Rule. However, there can be no assurance at this point that the proposed acquisition will close in a timely manner or at all or that shareholders will approve the private placement in a timely manner or at all, nor can there be any assurance that Nasdaq will approve the company's plan, that the company will regain compliance with the stockholders' equity rule, or that the company will maintain compliance with any of Nasdaq's other listing rules.
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- Nasdaq Delisting Notice: XTL Biopharmaceuticals received a letter from Nasdaq indicating that it is considered a 'public shell', rendering the continued listing of its American Depositary Shares unwarranted, which poses significant financial and operational challenges for the company.
- Appeal Hearing Request: The company intends to request a hearing to contest the delisting process, and if successful, this request will stay the suspension of the ADSs pending the panel's decision, providing the company with crucial time to address its issues.
- Subsidiary Bankruptcy Filing: Nasdaq cited that XTL's wholly-owned subsidiary, The Social Proxy, has filed for insolvency in an Israeli court, which ordered liquidation and appointed a trustee on February 22, 2026, further exacerbating market concerns regarding the company's future viability.
- Insufficient Shareholder Equity: The company failed to meet the minimum $2.5 million shareholder equity requirement and was notified on December 20, 2025, that its ADSs were not in compliance with the minimum $1 bid price, and unless a hearing is requested by March 4, 2026, trading will be suspended on March 6, 2026.
- Nasdaq Delisting Notice: XTL Biopharmaceuticals received a notice from Nasdaq indicating the company is considered a 'public shell', with trading of its ADSs set to be suspended on March 6, 2026, unless a hearing is requested by March 4.
- Subsidiary Bankruptcy Impact: The company's wholly-owned subsidiary, The Social Proxy, has filed for bankruptcy, with a court order for liquidation issued on February 22, 2026, leading Nasdaq to conclude that XTL lacks an operating business, heightening delisting risks.
- Insufficient Shareholder Equity: XTL failed to meet the minimum $2.5 million shareholder equity requirement and its ADSs did not comply with the minimum $1 bid price rule, which Nasdaq cited as additional grounds for delisting, reflecting the company's precarious financial situation.
- Future Uncertainty: While the company intends to request a hearing to maintain its listing, there is no assurance that the panel will grant this request, leaving the future operational status and shareholder equity in significant uncertainty, which may undermine investor confidence.

- Delisting Risk Notification: XTL Biopharmaceuticals received a notice from Nasdaq on January 20, 2026, indicating non-compliance with continued listing requirements due to a stockholders' equity deficit, highlighting the company's precarious financial situation.
- Equity Deficit: The company's Form 6-K filed on December 30, 2025, revealed a $47,000 stockholders' equity deficit, indicating poor financial health that could undermine investor confidence.
- Compliance Evaluation: The company stated it is evaluating options to regain compliance and intends to act within Nasdaq's required timeframe, demonstrating its commitment to addressing the issue.
- Potential Market Impact: Failure to restore compliance in a timely manner could lead to delisting, adversely affecting the company's ability to raise capital and damaging its market reputation, thereby increasing operational uncertainties going forward.

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- Acquisition Details: XTL will acquire 85% of NeuroNOS for 19.9% of its issued share capital, $1 million in cash, and contingent milestone payments up to $32.5 million, marking a strategic move into autism and neuro-oncology therapeutics.
- Positive Market Reaction: Following XTL's announcement to acquire NeuroNOS, shares of Beyond Air (XAIR) surged 149%, while XTLB shares rose 51% at the time of writing, indicating strong market approval of the deal.
- Autism Treatment Platform: NeuroNOS's drug development platform focuses on addressing the molecular mechanisms of autism, contrasting with existing treatments based on behavioral symptoms, which is expected to provide XTL with new therapeutic avenues in autism and neuro-oncology.
- Enhanced Policy Support: The U.S. government has allocated $50 million in NIH funding for autism research, reflecting a heightened focus on new drug development, which may provide XTL with policy backing and financial support for future growth.




