XTLB · XTL Biopharmaceuticals Ltd.

XTL Biopharmaceuticals Ltd. is seeking shareholder approval at an upcoming Extraordinary General Meeting for a transformative transaction involving the acquisition of control in Psyga Bio Ltd. through issuance of ADSs or warrants, positioning the Company as Psyga's controlling shareholder. This deal is interlinked with a conditional private placement of up to US$1.5 million from Mr. Alexander Rabinovitch, an interested party, and potentially others, to provide immediate funding upon closing. To facilitate these issuances, shareholders will vote on expanding authorized ordinary share capital from approximately 3.9 billion to 5.8 billion shares, par value NIS 0.1 each, requiring an Articles of Association amendment. Additionally, the meeting includes ratification of BARZILY & CO. C.P.A. as the independent auditors for the fiscal year ending December 31, 2025. The proposals demand majority approval of votes cast, with special disinterested shareholder majority requirements for the acquisition and financing under Israeli Companies Law. With 946 million ordinary shares outstanding as of May 14, 2026 (excluding dormant shares), quorum needs at least one-third of voting rights present. The Board's unanimous endorsement underscores strategic importance, though transaction terms, Psyga details, and exact consideration remain subject to the referenced agreements. Voting procedures accommodate record holders, street-name TASE shareholders, and ADS holders via BNY Mellon, emphasizing accessibility for global investors.