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SEC filingXTL Biopharmaceuticals entered a definitive share purchase agreement to acquire 100% of Psyga Bio Ltd. by issuing ADSs representing 40% of its share capital, plus milestone-based additional issuances.
XTL Biopharmaceuticals is executing a transformative acquisition of Psyga Bio Ltd., positioning itself as a public platform in the psychedelic therapeutics sector amid U.S. regulatory tailwinds like the April 2026 Executive Order accelerating psychedelic approvals. The deal structure emphasizes alignment with performance: upfront equity issuance of 40% of XTL's post-issuance share capital provides immediate ownership transfer without cash outlay, while three milestone triggers offer up to 30% additional equity for clinical progress and Ibogaine commercialization. Psyga brings a ready-to-execute pipeline of seven Phase 2a trials across high-need areas like mental health and addiction, backed by Professor Dedi Meiri and collaborations with Technion and major Israeli medical centers. Its GMP-ready facility for psilocybin and Ibogaine APIs, plus a proprietary 180-strain mushroom library, creates manufacturing independence and IP potential. The concurrent $1.5M private placement addresses funding gaps. Risks include shareholder approval hurdles, given Alex Rabinovich's dual role (Psyga chairman, 25% XTL owner), Nasdaq compliance tied to avoiding 'public shell' status, and execution on milestones within tight timelines. Success could drive significant long-term value through clinical data and partnerships, materially enhancing XTL's IP portfolio beyond its current hCDR1 assets.