XTL Biopharmaceuticals Plans to Acquire 85% of NeuroNOS Shares
XTL Biopharmaceuticals (XTLB) announced that it is working to close the acquisition of 85% of the shares of NeuroNOS from Beyond Air (XAIR) following the execution of the binding letter of intent on January 13 and has already scheduled a shareholders meeting for February 17 to approve a private placement of up to $2M. Management of the company believes that the completion of the proposed transaction to acquire 85% of the shares of NeuroNOS as well as the private placement, will remedy its deficiency under Nasdaq Listing Rule 5550 to maintain a minimum of $2.5M in stockholders' equity. The company is currently working to submit to Nasdaq a plan to regain compliance with this Nasdaq Listing Rule. However, there can be no assurance at this point that the proposed acquisition will close in a timely manner or at all or that shareholders will approve the private placement in a timely manner or at all, nor can there be any assurance that Nasdaq will approve the company's plan, that the company will regain compliance with the stockholders' equity rule, or that the company will maintain compliance with any of Nasdaq's other listing rules.
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- Delisting Risk Notification: XTL Biopharmaceuticals received a notice from Nasdaq on January 20, 2026, indicating non-compliance with continued listing requirements due to a stockholders' equity deficit, highlighting the company's precarious financial situation.
- Equity Deficit: The company's Form 6-K filed on December 30, 2025, revealed a $47,000 stockholders' equity deficit, indicating poor financial health that could undermine investor confidence.
- Compliance Evaluation: The company stated it is evaluating options to regain compliance and intends to act within Nasdaq's required timeframe, demonstrating its commitment to addressing the issue.
- Potential Market Impact: Failure to restore compliance in a timely manner could lead to delisting, adversely affecting the company's ability to raise capital and damaging its market reputation, thereby increasing operational uncertainties going forward.

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- Acquisition Details: XTL will acquire 85% of NeuroNOS for 19.9% of its issued share capital, $1 million in cash, and contingent milestone payments up to $32.5 million, marking a strategic move into autism and neuro-oncology therapeutics.
- Positive Market Reaction: Following XTL's announcement to acquire NeuroNOS, shares of Beyond Air (XAIR) surged 149%, while XTLB shares rose 51% at the time of writing, indicating strong market approval of the deal.
- Autism Treatment Platform: NeuroNOS's drug development platform focuses on addressing the molecular mechanisms of autism, contrasting with existing treatments based on behavioral symptoms, which is expected to provide XTL with new therapeutic avenues in autism and neuro-oncology.
- Enhanced Policy Support: The U.S. government has allocated $50 million in NIH funding for autism research, reflecting a heightened focus on new drug development, which may provide XTL with policy backing and financial support for future growth.
- Transaction Details: Beyond Air has entered into an agreement with XTL Biopharmaceuticals to sell 85% of its subsidiary NeuroNOS, which includes 19.9% of XTL's shares, $1 million in cash, and up to $32.5 million in milestone payments, indicating a strategic move in the biopharmaceutical sector.
- Market Potential: This deal positions XTL to become a key player in the rapidly growing autism therapeutics market, addressing critical global healthcare needs, particularly for underserved patient populations, thus holding significant social value and commercial prospects.
- R&D Support: NeuroNOS focuses on autism and neuro-oncology treatments and holds FDA Orphan Drug Designations, providing market exclusivity and accelerated approval pathways, which are expected to yield up to $5.5 million in clinical development payments for Beyond Air, facilitating its R&D progress.
- Shareholder Value Enhancement: Beyond Air's CEO Steve Lisi stated that this transaction validates the scientific foundation of NeuroNOS and creates significant value for shareholders, as it is expected to drive the advancement of NeuroNOS's pipeline with dedicated resources and funding.

- Enhanced Scientific Leadership: XTL's acquisition of 85% of NeuroNOS integrates a team led by Nobel Laureates and global autism researcher Haitham Amal, aiming to develop therapies targeting the core biological mechanisms of autism, addressing the critical lack of FDA-approved disease-modifying treatments.
- Significant Market Opportunity: With 1 in 31 children in the U.S. affected by autism and no FDA-approved disease-modifying therapies available, XTL's acquisition positions it as a key player in the rapidly expanding autism treatment market.
- FDA Orphan Drug Designations: NeuroNOS has secured FDA orphan drug designations for Phelan-McDermid Syndrome and Glioblastoma, providing seven years of market exclusivity and tax credits for clinical trial costs, enhancing XTL's competitive edge in autism therapeutics.
- Clear Transaction Terms: XTL acquires NeuroNOS for 19.9% equity, $1 million in cash, and up to $32.5 million in milestone payments, ensuring funding support for clinical development and commercialization to expedite the launch of autism treatment products.






