Business Context and Reporting Period
This Form 6-K filing by XTL Biopharmaceuticals Ltd. (XTL) covers the month of April 2026, with a report date of April 29, 2026. The filing announces a definitive share purchase agreement to acquire PsygaBio Ltd. (Psyga), an Israeli biotechnology company focused on psychedelic and functional mushroom-derived therapeutics. Psyga is led by Professor Dedi Meiri and operates a GMP-ready manufacturing facility with a pipeline of seven approved Phase 2a clinical trials.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, or debt figures for XTL or Psyga. The transaction is structured as an all-stock deal with no cash consideration at closing. To support financial needs and complete the transaction, XTL has secured a commitment for a private placement of up to US$1,500,000 to be consummated upon closing.
Material Changes and Transaction Structure
- Acquisition Terms: XTL will acquire 100% of Psyga's issued and outstanding share capital in exchange for issuing ADSs representing 40% of XTL's post-transaction share capital.
- Milestone Payments: Psyga shareholders will receive additional ADSs (or warrants) representing 10% of XTL's share capital upon achieving each of three milestones: (i) commencement of three clinical trials within 12 months; (ii) successful targets in two trials within 36 months; and (iii) execution of a binding commercialization agreement for Ibogaine-based products.
- Escrow Arrangement: ADSs issued to Psyga shareholders will be held in escrow for six months or until the first milestone is achieved, whichever is earlier. During this period, shareholders retain economic rights but cannot vote at general meetings.
- Board Representation: Psyga shareholders will designate one representative to XTL's board, which will expand to up to six directors.
Guidance, Risks, and Management Commentary
Management Commentary: The transaction was approved by XTL's audit committee and board of directors on April 27, 2026, following an independent fairness opinion from I.F.S. Consulting and Investments (2009) Ltd. The deal is classified as an "interested party transaction" under Israeli law because Mr. Alexander Rabinovich, a director and 24.9% shareholder of XTL, is also the Chairman and a shareholder of Psyga. Final consummation requires shareholder approval and necessary regulatory approvals.
Risks and Contingencies: The filing highlights significant risks, including the failure to satisfy conditions precedent, the potential for delisting from Nasdaq (which could alter transaction terms), integration challenges, unanticipated operating costs, and the uncertainty of clinical trial outcomes. The transaction structure relies on the continued listing of XTL's ADSs on Nasdaq.
Investor Verification Checklist
- Verify the outcome of the upcoming shareholder vote required to approve the interested party transaction.
- Confirm the final terms of the US$1,500,000 private placement commitment.
- Monitor the status of Psyga's seven approved Phase 2a clinical trials and the timeline for patient enrollment.
- Review the full Share Purchase Agreement (Exhibit 99.1) for specific representations, warranties, and termination rights.
- Assess the impact of the 40% immediate dilution and potential additional 30% dilution (via milestones) on existing shareholders.