---
title: "XTL Biopharmaceuticals 20-F lists going-concern"
url: "https://aibio.space/news/xtl-biopharmaceuticals-20-f-lists-going-concern-delisting-risks/"
publisher: "aibio.space (Biotech Investor Relations News)"
date: "2025-04-30"
section: "Distress"
tickers: "TASE:XTLB"
source: "https://www.sec.gov/Archives/edgar/data/1023549/000121390025037590/ea0239661-20f_xtlbio.htm"
summary: "The annual report for 2024 also lists dilution risk and the availability of capital for working capital needs."
---

By the aibio.space news desk.

Sources

- [XTL Biopharmaceuticals Ltd. 20-F (2025-04-30)](https://www.sec.gov/Archives/edgar/data/1023549/000121390025037590/ea0239661-20f_xtlbio.htm)

[XTLB](https://aibio.space/companies/xtl-biopharmaceuticals/)

2025-04-30

# XTL Biopharmaceuticals 20-F lists going-concern and delisting risks

Tickers [XTLB](https://aibio.space/companies/xtl-biopharmaceuticals/)

The annual report for 2024 also lists dilution risk and the availability of capital for working capital needs.

## Key facts

- **Company**: XTL Biopharmaceuticals Ltd. (TASE: XTLB)

- **News type**: Distress

- **Primary source**: [XTL Biopharmaceuticals Ltd. 20-F (2025-04-30)](https://www.sec.gov/Archives/edgar/data/1023549/000121390025037590/ea0239661-20f_xtlbio.htm)

*The White House and its lawn. CC0, via rawpixel. The picture shows the field, not the companies named.*

XTL Biopharmaceuticals Ltd. (Nasdaq: [XTLB](https://aibio.space/companies/xtl-biopharmaceuticals/)) filed its annual report on Form 20-F for the year ended December 31, 2024. The report announces no new financing, delisting step or Nasdaq notice, but it sets out the company's own warnings. The auditor has flagged the company's ability to keep operating, and management says the same.

## The going-concern warning

The auditor's report on the 2024 financial statements includes a going-concern explanatory paragraph. Management concludes there is substantial doubt about the company's ability to continue as a going concern, and it says that doubt could stop the company from obtaining new financing on reasonable terms or at all.

The going-concern note says the company has incurred significant losses and negative cash flows from operations since its inception, and that it has an accumulated deficit of $159,009 thousand. Management's plan is to secure financing through the sale of additional equity securities, debt or other capital inflows. The note adds that funds may not be available on terms acceptable to the company, or at all.

## Cash fell faster than the loss

The 2024 net loss was $1,027 thousand. That is small next to the accumulated deficit, but the cash figures are more pressing. Net cash used in operating activities was $1,618 thousand for 2024, up from $707 thousand in 2023. Investing activities used $844 thousand.

Cash and cash equivalents stood at $371 thousand at December 31, 2024, down from $1,401 thousand a year earlier. The company attributes the drop mainly to general and administrative expenses and to the acquisition of The Social Proxy.

The 20-F says XTL has received net proceeds of approximately $87.4 million from private placements, public offerings and warrant exercises over its history.

## The Social Proxy acquisition

On August 14, 2024, XTL acquired The Social Proxy Ltd. The 20-F says the deal was accounted for as a business combination, and that the company recorded customer relationships, a brand name and developed technology as intangible assets. Revenue, the filing says, comes from The Social Proxy platform.

The risk factors are direct about that business. The platform has a limited operating history, which the company says makes it difficult to evaluate. The subsidiary plans to introduce improved and new products as working capital and cash flow allow, and the company says it does not yet know whether those products will be well received or whether sales will cover their costs.

## The listing risk

The 20-F lists the possibility that the company's securities could be delisted from The Nasdaq Capital Market or from the Tel Aviv Stock Exchange. A separate risk factor says the company may fail to remain in compliance with the continued listing standards of the Nasdaq Capital Market, and that a delisting would make it harder for investors to sell their shares.

The share count also needs reading closely. The company reports 881,385,176 ordinary shares issued and outstanding at December 31, 2024. That figure includes 9,861,521 American Depositary Shares, and each ADS represents one hundred ordinary shares. The count excludes 372,957,973 dormant ordinary shares.

## Dilution and the offices in Israel

The 20-F lists potential dilution to holders from future issuances of securities. The company's offices are in Ramat Gan, Israel. The 20-F says that location means the business, financial condition and results could be affected by conditions there, and its notes describe the October 2023 Hamas attacks, the war that followed and continued hostilities along Israel's northern and southern borders.

## The Biossil sublicense

In March 2025, XTL announced an Exclusive Sublicense Agreement with Biossil Inc. for its hCDR1 peptide, called Edratide, which had been in development for systemic lupus erythematosus and Sjogren's syndrome. The sublicense is royalty-free, exclusive, worldwide and perpetual, with the right to sublicense through multiple tiers, and it covers the patents and all clinical and pre-clinical data.

In return XTL is entitled to cumulative payments of up to approximately $11,500 thousand. Biossil paid $137.5 thousand at closing as a non-refundable license issuing fee. Up to $3,362 thousand is due on regulatory milestones and up to $8,000 thousand on commercial milestones. The 20-F says XTL is no longer actively involved in developing hCDR1 or any other drug candidate. Between January 2025 and April 27, 2025 it also sold 241,983 shares of InterCure Ltd for approximately $404 thousand.

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## Companies in this story

XTLB

XTL Biopharmaceuticals Ltd.

TASE · Israel

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Source page: https://aibio.space/news/xtl-biopharmaceuticals-20-f-lists-going-concern-delisting-risks/. Facts in aibio.space stories are checked against company filings and releases; opinion is labelled. Cite as: aibio.space, "XTL Biopharmaceuticals 20-F lists going-concern", 2025-04-30, https://aibio.space/news/xtl-biopharmaceuticals-20-f-lists-going-concern-delisting-risks/
