XTL Biopharmaceuticals to acquire The Social Proxy

XTL Biopharmaceuticals has entered into a definitive share purchase agreement with the current shareholders of 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. 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 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 $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 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 representatives to the Company’s board of directors out of a total of up to seven 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 1,500,000 through a private placement to be consummated upon the closing of the Transaction. 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.