Shares of XTL Biopharmaceuticals Ltd ADR declined after the close on Friday, falling 8.3% in after-hours trading after receiving formal notice from Nasdaq that the exchange intends to delist the company's American Depositary Shares.
According to a letter dated Tuesday from Nasdaq's Listing Qualifications Department, the exchange's Staff has concluded that XTL appears to be a "public shell," and therefore no longer meets the conditions for continued listing under Nasdaq Listing Rule 5101. The notice identifies the company's lack of an operating business as a central concern.
Nasdaq's communication specifically referenced XTL's earlier disclosure that its wholly owned subsidiary, The Social Proxy, initiated insolvency proceedings in an Israeli court. The letter states that on February 22, 2026, the court ordered the liquidation of The Social Proxy and appointed a trustee to oversee the insolvency process.
The exchange warned that the company's purported shell status could leave the ADSs vulnerable to market abuses and noted uncertainty for purchasers because XTL currently lacks a defined future operating business. In addition to the shell-related determination, Nasdaq cited two separate compliance deficiencies as further bases for delisting.
First, on January 20, 2026, Nasdaq Staff informed XTL that it did not satisfy the minimum stockholders' equity requirement of $2,500,000. Second, the company received notification on December 20, 2025 that its ADSs were no longer in compliance with the minimum $1 bid price standard; XTL remains in a compliance period for that requirement.
XTL has stated that it intends to request a hearing before a Nasdaq Hearings Panel in order to contest the delisting determination. Filing for a hearing will temporarily stay any suspension or delisting action while the panel considers the appeal.
If XTL does not request a hearing by March 4, 2026, Nasdaq has stated that trading of the company's ADSs will be suspended on The Nasdaq Capital Market at the opening of business on March 6, 2026. Following suspension, the exchange will proceed to remove the ADSs from listing once Nasdaq files Form 25-NSE with the U.S. Securities and Exchange Commission.
Context and next steps
The company’s decision to seek a hearing will determine whether the suspension and delisting are stayed while the Nasdaq Hearings Panel reviews the matter. The exchange’s cited grounds for removal include both the assessment that XTL may be a public shell and two distinct listing-rule compliance failures related to equity capitalization and minimum bid price.