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XTL Biopharmaceuticals to change ADS ratio to 400 ordinary shares on March 25, 2026

Tickers XTLB

The change has the same effect as a one-for-four reverse ADS split. The ordinary shares are not affected.

Key facts

Company
XTL Biopharmaceuticals Ltd. (TASE: XTLB)
News type
Listings
Primary source
XTL Biopharmaceuticals Ltd. 6-K (2026-03-20)
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XTL Biopharmaceuticals Ltd. (Nasdaq: XTLB) said on March 20, 2026 that it will change the ratio of its American Depositary Shares to its ordinary shares. Each ADS now represents one hundred (100) ordinary shares. Under the new ratio, each ADS will represent four hundred (400) ordinary shares. The company expects the change to take effect on March 25, 2026, and says that for ADS holders it has the same effect as a one-for-four reverse ADS split.

The release gives no reason for the change. It does not mention a Nasdaq notice, a minimum bid price or any other listing requirement.

What holders have to do

Holders of certificated ADSs must surrender them to the depositary bank on the effective date, and they will receive one new ADS for every four existing ADSs. Holders of uncertificated ADSs in the Direct Registration System and in The Depository Trust Company will have their ADSs exchanged automatically and need take no action. No fees will be charged to holders for either form of exchange.

No fractional new ADSs will be issued. The depositary bank will aggregate the fractional entitlements, sell them, and distribute the net cash proceeds, after fees, taxes and expenses, to the holders concerned. The release says no ordinary shares will be issued or cancelled, so the change alters the ADS count and the ADS price, not the underlying share count.

The price promise is hedged

The company expects the ADS trading price to increase proportionally. It also says it can give no assurance that the price after the change will be equal to or greater than four times the trading price per ADS before the change.

A company with a long list of ended programs

The release describes XTL as an IP portfolio company that holds an IP portfolio including hCDR1 for lupus and Sjogren's syndrome, which it sublicenses, and says it actively pursues strategic collaborations and acquisitions. The 2024 annual report on Form 20-F describes a longer history. The company was established in Israel in 1993 to commercialize technology developed at the Weizmann Institute. It says that since 1993 it has pursued programs for hepatitis B, hepatitis C, diabetic neuropathic pain, schizophrenia, SLE and multiple myeloma, "most of which have terminated."

The 2024 expansion

During 2024 the company moved into a different business. In August 2024 it completed the acquisition of 100% of the share capital of The Social Proxy Ltd. for 5,292,153 unregistered ADSs, a payment of $430,000 and milestone warrants. In November 2024 the parties cut the ADSs and warrants issued to 1,864,790 and 2,896,142, and the former Social Proxy shareholders now own approximately 20% of XTL's share capital. The 20-F describes the target as an AI web data company operating a proxy data extraction platform for AI and Business Intelligence purposes. Its subsidiary Xtepo Ltd. holds a license for rHuEPO in multiple myeloma.

The 2024 20-F also says that in March 2025 XTL sublicensed hCDR1 to Biossil Inc. for cumulative payments of up to approximately $11,500,000, and that XTL is no longer actively involved in developing hCDR1 or any other drug candidate. It reports that as of December 31, 2024, XTL held approximately 1.04% of the issued and outstanding share capital of InterCure Ltd., a related party and former subsidiary of the company.

Where the shares trade

The ADSs trade on The Nasdaq Capital Market under the symbol XTLB, and the company's ordinary shares trade on the Tel Aviv Stock Exchange under the same symbol, according to the 20-F. The release says the ADSs will continue to trade as XTLB on the Nasdaq Capital Market after the change, and it gives the TASE listing as XTLB.TA.

What the change does not do

The ratio change does not touch the company's ordinary shares, its cash or its losses. The release says nothing about either. It sets out the mechanics of the exchange, but it does not explain why the company chose a one-for-four reverse split now, and it does not say what the company expects the change to achieve beyond a higher ADS price.

For holders, the practical result is a smaller number of ADSs, cash for any fractions and a price that the company itself does not promise will reach four times the old level.

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