aibioXTL Biopharmaceuticals cannot file its 2025 Form 20-F, citing subsidiary liquidation
Tickers XTLB
The company says it lacks operational and financial data for its subsidiary The Social Proxy Ltd., which is in liquidation proceedings.
Key facts
- Company
- XTL Biopharmaceuticals Ltd. (TASE: XTLB)
- News type
- Distress
- Primary source
- XTL Biopharmaceuticals Ltd. NT 20-F (2026-04-30)
XTL Biopharmaceuticals Ltd. (Nasdaq: XTLB) filed a notification of late filing on Form 12b-25 on April 30, 2026. The company says it cannot file its annual report on Form 20-F for the year ended December 31, 2025 within the prescribed period. The reason it gives is the liquidation of its wholly owned subsidiary, The Social Proxy Ltd., and the lack of operational and financial data about that subsidiary that the company needs to finalize its audited financial statements and other disclosures.
The company's explanation
The notice calls the situation "an unprecedented challenge, rare for public issuers." It says the company expects to file the 20-F once operational and financial information about the subsidiary becomes available, or after receiving court or authority guidance allowing it to leave that information out of the report.
The notice, signed by chief executive officer Noam Band, checks box (a), which says the reason could not be eliminated without unreasonable effort or expense. It does not check box (b), which says the report will be filed within the fifteen-day window after the due date. No new filing date is given.
The company answers yes to whether all other periodic reports required in the preceding 12 months have been filed. It answers no to whether it anticipates a significant change in results of operations from the prior year. That answer comes while, on the company's own account, the audited figures for the year are not yet complete.
How the subsidiary was bought
The Social Proxy was acquired in August 2024. The 2024 annual report on Form 20-F describes the consideration: 5,292,153 unregistered ADSs, which represented 44.6% of the issued and outstanding share capital immediately after issuance, a payment of $430,000 to the former shareholders, and warrants to buy ADSs that could be exercised only on financial milestones within up to three years.
In November 2024 the parties agreed to cut the ADSs to 1,864,790 and the warrants to 2,896,142, and to give the former shareholders one board representative instead of two. The former shareholders then held approximately 20% of the company's issued share capital on a non-diluted basis.
The company now says it lacks the operational and financial data it needs on that subsidiary, which is in liquidation. The notice says the subsidiary is now in liquidation proceedings and that the company lacks the data it needs on it.
A company that has stopped drug development
The 2024 report says XTL is no longer actively involved in developing hCDR1, the peptide it sublicensed to Biossil, or any other drug candidate. It describes a history of programs for hepatitis B, hepatitis C, diabetic neuropathic pain, schizophrenia, SLE and multiple myeloma, "most of which have terminated."
The company's other subsidiary, Xtepo Ltd., holds a license for the exclusive use of rHuEPO for the treatment of multiple myeloma.
What the notice leaves out
The contact named on the notice is also Noam Band. The notice does not say whether the liquidation has begun, when it is expected to finish or how it will be reflected in the 2025 accounts. It also gives no explanation for its answer on expected changes in results.
What comes next
The filing leaves three questions open: when the 2025 annual report will be filed, what the subsidiary's liquidation will do to the company's accounts, and what remains of the business once the liquidation is complete. The notice gives no date for any of them. Any answer depends on subsidiary data or on guidance from a court or authority that the notice does not identify.