XTLB News & Events

XTL Biopharmaceuticals announced that it has received a letter from Nasdaq, dated February 25, notifying the company of the staff's belief, based upon its review of the company and pursuant to Nasdaq Listing Rule 5101, that the company is a "public shell", and that continued listing of the company's American depositary shares is no longer warranted. The company intends to request a hearing to appeal the delisting process before a Nasdaq Hearings Panel. A Hearing request will stay the suspension of the ADSs and delisting pending the Panel's decision. The letter stated that the staff believes the company no longer has an operating business, citing the company's prior public disclosure that its wholly owned subsidiary, The Social Proxy, had filed a formal application with the competent Israeli court for the commencement of insolvency proceedings and that on February 22, the court ordered The Social Proxy's liquidation and the appointment of a trustee for the insolvency proceedings. The staff noted that the company's purported shell status could lead to the ADSs being subject to market abuses and other violative conduct and that purchasers of the company's securities do not know what the operating business of the company will be in the future.

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.

XTL Biopharmaceuticals (XTLB) announced a binding agreement to acquire 85% of NeuroNOS Ltd., a subsidiary of Beyond Air (XAIR), a biotechnology company pioneering disease-modifying therapeutics targeting the core pathophysiology of Autism Spectrum Disorder and neuro-oncology. NeuroNOS's drug development platform is based on a proprietary family of small molecules engineered to cross the blood-brain barrier and precisely target diseases associated with nitric oxide abnormalities in the brain. Preclinical studies have demonstrated that the platform addresses core pathological mechanisms rather than merely alleviating symptoms, validated NO dysregulation has been observed in both autism patients and brain cancer patients, establishing NO regulation as a disease-modifying therapeutic target across multiple indications. The company has already secured two FDA Orphan Drug Designations for Phelan-McDermid Syndromeand Glioblastoma. These designations provide seven years of market exclusivity upon approval, tax credits for clinical trial costs, expedited regulatory review, and enhanced FDA engagement. XTL will acquire 85% of NeuroNOS for consideration including 19.9% of XTL's issued share capital, $1M in cash, and milestone-based contingent payments totaling up to $32.5M. The milestone structure includes clinical development payments of up to $5.5 million to Beyond Air, commencing from the Phase 1 clinical trial through NDA submission to the FDA. In addition, commercial milestone payments of up to $26M are payable upon achieving product sales targets. Both Beyond Air and XTL are dedicated to bringing the NeuroNOS product for the treatment of autism to market as soon as possible. NeuroNOS, previously a subsidiary of Beyond Air, will now serve as XTL's flagship platform for autism and neuro-oncology therapeutics.

XTL Biopharmaceuticals announced that it has received a notification letter from Nasdaq notifying the company that based on XTL's closing bid price for the last 30 consecutive business days, the company currently does not meet the continued listing requirement of Nasdaq, under Nasdaq Listing Rules 5550, to maintain a minimum bid price of $1 per share.