XTL BIOPHARMACEUTICALS LTD

XTL Biopharmaceuticals announced the completion of its strategic acquisition of Psyga Bio Ltd., transforming XTL into a dedicated company in global psychedelic medicine. This move positions XTL with an advanced clinical pipeline, a licensed GMP manufacturing facility, and a unique intellectual property library. The acquisition was funded through a stock-based consideration and a $1,500,000 private placement, with additional milestone-based payments for Psyga shareholders. The company highlights a historic regulatory tailwind in the US, accelerating research and approvals for psychedelic drugs.

XTL Biopharmaceuticals Ltd. announced the results of its Extraordinary General Meeting of Shareholders, where all proposals were approved. Key approvals include the acquisition of 80-100% of Psyga Bio Ltd., a private placement of up to US$1,500,000, and an increase in the company's authorized share capital by 2,900,000,000 shares. Additionally, BARZILY & CO. C.P.A was appointed as the independent registered public accounting firm for 2025.

XTL Biopharmaceuticals Ltd. announced that its Extraordinary General Meeting of Shareholders, convened on June 22, 2026, was adjourned. The adjournment was due to a lack of quorum. The meeting will be reconvened on Monday, June 29, 2026, at 4:00 p.m. Israel time, at the offices of Amit, Pollak, Matalon & Co. in Tel Aviv.

XTL Biopharmaceuticals announced it received a delist determination from Nasdaq due to its failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2025. This adds to existing non-compliance issues regarding minimum stockholders' equity and bid price requirements, for which the company is already before a Nasdaq Hearings Panel. The Panel will consider this new deficiency, and XTL intends to request an extended stay of the suspension of its securities from The Nasdaq Capital Market by May 26, 2026.

XTL Biopharmaceuticals received a letter from Nasdaq on May 18, 2026, notifying the company of an additional delisting basis due to its failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2025. This adds to existing non-compliance issues regarding minimum $2.5 million stockholders' equity and minimum $1 bid price requirements. The Nasdaq Hearings Panel will consider this new deficiency in its decision regarding the company's continued listing. XTL intends to request an extended stay of the suspension of its securities by May 26, 2026.

XTL Biopharmaceuticals Ltd. will hold an Extraordinary General Meeting on June 22, 2026, to approve the acquisition of 80-100% of Psyga Bio Ltd. This acquisition is crucial for the company to comply with Nasdaq's continued listing requirements by June 30, 2026. Shareholders will also vote on a conditional private placement of up to $1.5 million and an increase in authorized share capital to facilitate these transactions, along with the appointment of an auditor.

XTL Biopharmaceuticals Ltd. announced that Nasdaq granted its request to continue listing on The Nasdaq Stock Market, subject to certain conditions. The company must complete the acquisition of Psyga Bio Ltd. and demonstrate compliance with all continued listing requirements by June 30, 2026. This decision follows a previous notification from Nasdaq that XTLB was considered a "public shell" and a subsequent hearing. The company has secured a commitment for an investment of up to $1,500,000 to facilitate the Psyga transaction, though completion remains subject to shareholder approval and other conditions.

XTL Biopharmaceuticals Ltd. (XTLB) has entered into a definitive share purchase agreement to acquire PsygaBio Ltd., an Israeli biotechnology company focused on psychedelic and functional mushrooms. The acquisition involves XTLB issuing ADSs representing 40% of its share capital to Psyga's shareholders at closing, with an additional 30% contingent on achieving three specific clinical and commercial milestones. No cash consideration will be paid upfront by XTLB, and the company has secured a $1,500,000 private placement commitment to support the transaction, which is subject to XTLB shareholder approval.

XTL Biopharmaceuticals Ltd. announced a definitive agreement to acquire 100% of Psyga Bio Ltd., an advanced biotechnology company specializing in psychedelic and functional mushrooms. The acquisition, valued at 40% of XTL's post-issuance share capital with potential for an additional 10% based on milestones, positions XTL in the rapidly expanding psychedelic therapeutics market. Psyga brings a GMP-ready manufacturing facility, a library of over 180 mushroom strains, and 7 approved Phase 2a clinical trials. This move follows recent US regulatory momentum accelerating psychedelic therapy research and approval. XTL also secured a $1.5 million private placement to support the transaction.