XTL Biopharmaceuticals Ltd. (NASDAQ:XTLB) (TASE:XTLB.TA) (the "Company" or "XTL"), announced today that it plans to change the ratio of its American Depositary Shares ("ADSs") to its ordinary shares, par value NIS0.1 per share (the "ADS Ratio"), from the current ADS Ratio of one (1) ADS to one hundred (100) ordinary shares, to a new ADS Ratio of one (1) ADS to four hundred (400) ordinary shares (the "ADS Ratio Change"). The Company anticipates that the ADS Ratio Change will be effective on March 25, 2026 (the "Effective Date").
For the Company's ADS holders, the change in the ADS Ratio will have the same effect as a one-for-four reverse ADS split. On the Effective Date, registered holders of company ADSs held in certificated form will be required on a mandatory basis to surrender their certificated ADSs to the depositary bank for cancellation and will receive one (1) new ADS in exchange for every four (4) existing ADSs then-held. Holders of uncertificated ADSs in the Direct Registration System ("DRS") and in The Depository Trust Company ("DTC") will have their ADSs automatically exchanged and need not take any action. The exchange of every four existing ADSs for one (1) new ADS will occur automatically, with existing ADSs being cancelled and new ADSs being issued by the depositary bank on the Effective Date.
XTL's ADSs will continue to be traded under the ticker symbol "XTLB" on the Nasdaq Capital Market. No fees will be charged to ADS holders, for both certificated or uncertificated ADSs, in connection with the exchange of existing ADSs for new ADSs.
No fractional new ADSs will be issued in connection with the change in the ADS Ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank. The ADS Ratio Change will have no impact on XTL's underlying ordinary shares, and no ordinary shares will be issued or cancelled in connection with the ADS Ratio Change.
As a result of the change in the ADS Ratio, XTL's ADS trading price is expected to increase proportionally, although the Company can give no assurance that the ADS trading price after the ADS Ratio Change will be equal to or greater than four times the trading price per ADS before the change.
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