XTL Biopharmaceuticals Ltd. Files Annual Report on Form 20-F for Fiscal Year Ended December 31, 2023

TL;DR

<b>XTL Biopharmaceuticals Ltd. has filed its annual 20-F report for the fiscal year ending December 31, 2023, detailing its share structure and confirming compliance with SEC filing requirements.</b>

AI Summary

XTL BIOPHARMACEUTICALS LTD (XTLB) filed a Foreign Annual Report (20-F) with the SEC on April 30, 2024. XTL Biopharmaceuticals Ltd. filed its annual report on Form 20-F for the fiscal year ended December 31, 2023. The company's ordinary shares are traded on The Nasdaq Capital Market under the symbol XTLB. As of December 31, 2023, XTL Biopharmaceuticals had 2,923,276 American Depositary Shares and 544,906,149 Ordinary Shares issued and outstanding. The principal executive offices are located at 26 Ben-Gurion St., Ramat Gan, Israel. The filing confirms the company has met its reporting obligations for the past 12 months and 90 days.

Why It Matters

For investors and stakeholders tracking XTL BIOPHARMACEUTICALS LTD, this filing contains several important signals. This filing provides investors with a comprehensive overview of the company's financial and operational status for the past fiscal year, crucial for evaluating investment potential. The confirmation of meeting filing requirements suggests a level of operational stability and regulatory adherence, which can be reassuring for stakeholders.

Risk Assessment

Risk Level: low — XTL BIOPHARMACEUTICALS LTD shows low risk based on this filing. The filing is a standard annual report and does not contain new material information that would significantly alter the risk profile.

Analyst Insight

Investors should review the full 20-F filing for detailed financial statements, risk factors, and management discussion to assess the company's performance and outlook.

Key Numbers

• 2,923,276 — American Depositary Shares outstanding (As of December 31, 2023)
• 544,906,149 — Ordinary Shares outstanding (As of December 31, 2023)
• 2023-12-31 — Fiscal Year End (Period covered by the report)
• 2024-04-30 — Filing Date (Date the report was filed)

Key Players & Entities

• XTL BIOPHARMACEUTICALS LTD (company) — Filer name
• XTLB (company) — Trading Symbol
• The Nasdaq Capital Market (company) — Exchange where securities are registered
• December 31, 2023 (date) — Fiscal year end
• 2,923,276 (dollar_amount) — Number of American Depositary Shares outstanding
• 544,906,149 (dollar_amount) — Number of Ordinary Shares outstanding
• Shlomo Shalev (person) — Chief Executive Officer
• 2024-04-30 (date) — Filing date

FAQ

Industry Context

XTL Biopharmaceuticals operates within the pharmaceutical preparations industry, focusing on the development and commercialization of biopharmaceutical products.

Regulatory Implications

The company is subject to the reporting requirements of the Securities Exchange Act of 1934, including the annual filing of Form 20-F for foreign private issuers.

What Investors Should Do

1. Review the detailed financial statements and management's discussion and analysis within the 20-F filing.
2. Analyze the company's disclosed risk factors and their potential impact on future operations.
3. Monitor future filings for updates on product development, regulatory approvals, and financial performance.

Key Dates

• 2023-12-31: Fiscal Year End — End of the reporting period for the annual 20-F filing.
• 2024-04-30: Filing Date — Date the Form 20-F was officially filed with the SEC.

Year-Over-Year Comparison

This filing is the annual report for the fiscal year ended December 31, 2023, and serves as a comprehensive update compared to previous filings.

Key Financial Figures

• $1,401 thousand — December 31, 2023, we had approximately $1,401 thousand in cash and cash equivalents, working c
• $1,840 thousand — lents, working capital of approximately $1,840 thousand and an accumulated deficit of approxima
• $158,246 thousand — an accumulated deficit of approximately $158,246 thousand. We have incurred continuing losses and

Filing Documents

• ea0204561-20f_xtlbiopharma.htm (20-F) — 1666KB
• ea020456101ex12-1_xtlbio.htm (EX-12.1) — 11KB
• ea020456101ex12-2_xtlbio.htm (EX-12.2) — 11KB
• ea020456101ex13-1_xtlbio.htm (EX-13.1) — 5KB
• ea020456101ex99-7_xtlbio.htm (EX-99.7) — 69KB
• image_001.jpg (GRAPHIC) — 21KB
• 0001213900-24-037717.txt (&nbsp;) — 6451KB
• xtlb-20231231.xsd (EX-101.SCH) — 94KB
• xtlb-20231231_cal.xml (EX-101.CAL) — 32KB
• xtlb-20231231_def.xml (EX-101.DEF) — 240KB
• xtlb-20231231_lab.xml (EX-101.LAB) — 511KB
• xtlb-20231231_pre.xml (EX-101.PRE) — 252KB
• ea0204561-20f_xtlbiopharma_htm.xml (XML) — 963KB

Item 18

Item 17 Item 18 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No XTL BIOPHARMACEUTICALS LTD. ANNUAL REPORT ON FORM 20-F TABLE OF CONTENTS Page EXPLANATORY NOTE SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING ii PART I 1 ITEM 1 Identity of Directors, Senior Management and Advisers 1 ITEM 2 Offer Statistics and Expected Timetable 1 ITEM 3 Key Information 1 ITEM 4 Information on the Company 21 ITEM 4A Unresolved Staff Comments 34 ITEM 5 Operating and Financial Review and Prospects 34 ITEM 6 Directors, Senior Management and Employees 40 ITEM 7 Major Shareholders and Related Party Transactions 50 ITEM 8 Financial Information 52 ITEM 9 The Offer and Listing 52 ITEM 10 Additional Information 52 ITEM 11

Quantitative and Qualitative Disclosures About Market

Quantitative and Qualitative Disclosures About Market Risk 77 ITEM 12

Description of Securities other than Equity Securities

Description of Securities other than Equity Securities 78 PART II 79 ITEM 13 Defaults, Dividend Arrearages and Delinquencies 79 ITEM 14 Material Modifications to the Rights of Security Holders and Use of Proceeds 79 ITEM 15

Controls and Procedures

Controls and Procedures 79 ITEM 16 Reserved 79 ITEM 16A Audit Committee Financial Expert 79 ITEM 16B Code of Ethics 79 ITEM 16C Principal Accountant Fees And Services 79 ITEM 16D Exemptions From The Listing Standards For Audit Committees 80 ITEM 16E Purchases Of Equity Securities By The Issuer And Affiliated Purchasers 80 ITEM 16F Change In Registrant's Registered Accountant 80 ITEM 16G Corporate Governance 80 ITEM 16H Mine Safety Disclosure 81 ITEM 16I Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 81 ITEM 16J Insider Trading Policy 81 ITEM 16K Cybersecurity 81 ITEM 19 Exhibits 82

SIGNATURES

SIGNATURES 84 i SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING Certain matters discussed in this report, including matters discussed under the caption "Item 5. Operating and Financial Review and Prospects," may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended, or the Securities Act, and the Securities Exchange Act of 1934, as amended, or the Exchange Act, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. In some instances, you can identify these forward-looking statements by words such as "anticipates," "believes," "estimates," "expects," "intends," "may," "plan," "potential," "will," "should," "would," or similar expressions, including their negatives. These forward-looking statements include, without limitation, statements relating to our expectations and beliefs regarding: fluctuations in the market price of our securities; the possibility that our securities could be delisted from Nasdaq or the Tel-Aviv Stock Exchange ("TASE"); potential dilution to the holders of our securities as a result of future issuances of our securities; fluctuations in our results of operations; the accuracy of our financial forecasts in our drug development activity and the uncertainty regarding the adequacy of our liquidity to pursue our complete business objectives; the timing and cost of the in-licensing, partnering and acquisition of new product opportunities; the timing of expenses associated with product development and manufacturing of the proprietary drug candidates that we have acquired - hCDR1 for the treatment of SLE and SS, and those that may be in-licensed, partnered or acquired; the Company's offices are located in Israel and, therefore, the business, financial condition and re

Forward-looking statements

Forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is filed. Therefore, you should not place undue reliance on any forward-looking statement as a prediction of future results. Forward-looking statements made in this report and the documents incorporated by reference are made as of the date of the respective documents, and we undertake no obligation to update them in light of new information or future results. Except as required by law, we assume no responsibility for updating any forward-looking statements. ii PART I Unless the context requires otherwise, references in this report to "XTL," the "Company," "we," "us" and "our" refer to XTL Biopharmaceuticals Ltd, an Israeli company and our consolidated subsidiary. We have prepared our consolidated financial statements in United States, or US, dollars and in accordance with International Financial Reporting Standards, or IFRS. All references herein to "dollars" or "

IDENTITY OF DIRECTORS, SENIOR MANAGEMENT

ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS Not applicable

OFFER STATISTICS AND EXPECTED TIMETABLE

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE Not applicable

KEY INFORMATION

ITEM 3. KEY INFORMATION A. Selected Financial Data Reserved. B. Capitalization And Indebtedness Not applicable. C. Reasons For Offer And Use Of Proceeds Not applicable. D. Risk Factors Before you invest in our ordinary shares or American Depositary Shares, you should understand the high degree of risk involved. You should carefully consider the risks described below and other information in this report, including our consolidated financial statements and related notes included elsewhere in this report, before you decide to purchase our ordinary shares or American Depositary Shares ("ADSs"). If any of the following risks actually occur, our business, financial condition and operating results could be adversely affected. As a result, the trading price of our ordinary shares or ADSs could decline and you could lose part or all of your investment. Risk factor Summary We have incurred substantial operating losses since our inception. We expect to continue to incur losses in the future in our drug development activity and may never become profitable. Raising additional capital may cause dilution to our existing stockholders, restrict our operations or require us to relinquish rights to our technologies or product candidates. We have not yet commercialized any products or technologies, and we may never become profitable. If we are unable to successfully complete our clinical trial programs for our drug candidates, or if such clinical trials take longer to complete than we project, our ability to execute our current business strategy will be adversely affected. We have limited experience in conducting and managing clinical trials necessary to obtain regulatory approvals. If our drug candidates and technologies do not receive the necessary regulatory approvals, we will be unable to commercialize our products. If third parties on which we will have to rely for clinical trials do not perform as contractually required or as we expect, we may not be ab

View Full Filing

View this 20-F filing on SEC EDGAR