XTL Biopharmaceuticals Ltd. (the “
Company”
or “
XTL”) announced today that it has entered into
a binding term sheet with THE SOCIAL PROXY Ltd., (the
“
Social Proxy”) a cutting edge web data company,
developing and powering a unique ethical, IP based, proxy and data
extraction platform for AI & BI Applications at scale (the
“
Term Sheet”).
Pursuant to the Term Sheet, 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
ADS’s 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.
The proposed 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 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”). In
exchange for the investment in the Private Placement, the investors
will be issued 1,500,000 units consisting of one ADS and one
warrant, such warrant may be exercised during a period of five
years from its issuance into one ADS at an exercise price of
US$1.20 per warrant. The Investment is conditioned upon obtaining
shareholders’ approval as Mr. Alexander Rabinovich, a 23.5%
shareholder and a director of the Company, is one of the investors
in this Private Placement.
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 completion of the Transaction is subject to
negotiation of definitive agreements, containing representations,
warranties and covenants as well as the satisfaction of various
conditions required prior to closing, all as are customary for
transactions of this nature, including, without limitation, the
satisfaction of the Company, in its sole discretion, of a due
diligence into Social Proxy, the approval of
the Transaction by the Company’s shareholders and receipt
of necessary government or third-party approvals, if required.
Shlomo Shalev, CEO of XTL commented: “We are
pleased to add the Social Proxy into our asset portfolio 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 are
actively looking for additional assets. We are excited to add the
Social Proxy technology to XTL.
Tal Kinger, CEO of The Social Proxy commented:
“We are thrilled 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.
Social Proxy’s self-developed, innovative,
next-generation proxy technology with unlimited IPs, and 100x
faster than any other solution at the market that DOES NOT source
other user IPs (the only real ethical solution in the market).
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 to the
Company will be able to negotiate and enter into the definitive
agreements with respect to the Transaction, whether all conditions
precedent in such definitive agreements will be satisfied, whether
the closing of such Transaction will occur 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 annual report on Form 20-F 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
6666Email: info@xtlbio.comwww.xtlbio.com
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