XTL Biopharmaceuticals Ltd. (the “
Company” or
“
XTL”) announced today it has entered into a
definitive share purchase agreement with the current shareholders
of THE SOCIAL PROXY Ltd. (the “
Social Proxy”), an AI web
data company, developing and powering a unique ethical, IP based,
proxy and data extraction platform for AI and BI Applications at
scale (the “
Purchase Agreement”).
Pursuant to the Purchase Agreement, the Company
will acquire all of the issued and outstanding share capital of
Social Proxy on a fully diluted basis (the “Transaction”) in
exchange for the issuance by the Company to the shareholders of the
Social Proxy, by way of a private placement, such number of ADSs of
the Company, representing immediately after such issuance, 44.6% of
the issued and outstanding share capital of the Company and the
payment of US$430,000 to the shareholders of the Social Proxy.
In addition, as part of the Transaction, the
shareholders of Social Proxy will be issued additional warrants,
which may only be exercised upon reaching certain financial
measured milestones within a period of up to three (3) years from
the closing of the Transaction.
Social Proxy will operate as fully owned
subsidiary of the Company and its shareholders will be entitled to
appoint two (2) representatives to the Company’s board of directors
out of a total of up to seven (7) directors.
The Transaction is part of the Company’s
strategy to expand its assets portfolio with high potential
assets.
In order to support the Company’s financial
needs and in order to complete the Transaction, the Company has
secured a commitment, that was approved by the shareholders on
April 30th, of an investment at an amount of US$1,500,000 through a
private placement to be consummated upon the closing of the
Transaction (the “Private Placement”). The closing of the
Private Placement is subject to customary closing conditions as
well as the closing of the Transaction.
The Purchase Agreement contains customary
representations and warranties, agreements and obligations and
conditions to closing, all as are customary for transactions of
this nature, including, without limitation, the approval of the
Transaction by the Company’s shareholders and receipt of necessary
government or third-party approvals, if required.
The foregoing summary of the material terms of
the Purchase Agreement is not complete. A full copy of the
agreement can be found attached to the Company’s 6k form filed
today.
Shlomo Shalev, CEO of XTL commented: “We are
pleased to add the Social Proxy into our asset portfolio. During
the past months we have worked closely with The Social Proxy team
and believe that it will add great value to our company and
shareholders. In our search for new IP based assets to XTL we have
identified the AI Web Data as a high growth market and we believe
we found an excellent technology and team. We are excited to add
The Social Proxy technology to XTL.”
Tal Kinger, CEO of The Social Proxy commented:
“We are excited to become part of the XTL team and are confident
that working under XTL and its management will accelerate our
growth and value creation”.
About XTL Biopharmaceuticals Ltd.
(XTL)
XTL is an IP portfolio company. The company has
IP surrounding hCDR1 for the treatment of Lupus disease (SLE) and
Sjögren’s Syndrom (SS) and has decided, to explore collaboration
with a strategic partner in order to execute the clinical trials.
In parallel, the Company is actively looking to expand and identify
additional IP based assets.
XTL is traded on the Nasdaq Capital Market
(NASDAQ: XTLB) and the Tel Aviv Stock Exchange (TASE: XTLB.TA).
About THE SOCIAL PROXY LTD.
The Social Proxy is a web data AI company, developing and
powering, a unique ethical, IP based, proxy data extraction
platform for AI & BI Applications at scale.
The company self-developed, innovative, next-generation proxy
technology with unlimited IPs, and 100x faster than any other
solution at the market. IT DOES NOT source other users IP and is a
real ethical solution.
https://thesocialproxy.com
Cautionary Note Regarding Forward-Looking
Statements
This communication contains forward-looking
statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act
of 1934, as amended. Any statements contained in this communication
that are not statements of historical fact may be deemed
forward-looking statements. Words such as “continue,” “will,”
“may,” “could,” “should,” “expect,” “expected,” “plans,” “intend,”
“anticipate,” “believe,” “estimate,” “predict,” “potential,” and
similar expressions are intended to identify such forward-looking
statements. All forward-looking statements involve significant
risks and uncertainties that could cause actual results to differ
materially from those expressed or implied in the forward-looking
statements, many of which are generally outside the control of the
Company and are difficult to predict. Examples of such risks and
uncertainties include, but are not limited to, whether all
conditions precedent in the Purchase Agreement will be satisfied,
whether the closing of the Transaction will occur, whether the
Company will consummation the $1.5 million private placement and
whether the Company will achieve its goals. Additional examples of
such risks and uncertainties include, but are not limited to (i)
the Company’s ability to successfully manage and integrate any
joint ventures, acquisitions of businesses, solutions or
technologies; (ii) unanticipated operating costs, transaction costs
and actual or contingent liabilities; (iii) the ability to attract
and retain qualified employees and key personnel; (iv) adverse
effects of increased competition on the Company’s future business;
(v) the risk that changes in consumer behavior could adversely
affect the Company’s business; (vi) the Company’s ability to
protect its intellectual property; and (vii) local, industry and
general business and economic conditions. Additional factors that
could cause actual results to differ materially from those
expressed or implied in the forward-looking statements can be found
in the most recent registration statement on Form F-1 and current
reports on Form 6-K filed by the Company with the Securities and
Exchange Commission. The Company anticipates that subsequent events
and developments may cause its plans, intentions and expectations
to change. The Company assumes no obligation, and it specifically
disclaims any intention or obligation, to update any
forward-looking statements, whether as a result of new information,
future events or otherwise, except as expressly required by law.
Forward-looking statements speak only as of the date they are made
and should not be relied upon as representing the Company’s plans
and expectations as of any subsequent date.
For further information, please
contact:
Investor Relations, XTL Biopharmaceuticals
Ltd.
Tel: +972 3 611 6666
Email: info@xtlbio.com
www.xtlbio.com
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