XTL Biopharmaceuticals Ltd. announced today that it has entered into a definitive share purchase agreement with the current shareholders of THE SOCIAL PROXY Ltd., an AI web data company that develops and powers an ethical, IP-based proxy and data extraction platform for AI and BI applications at scale (the "Purchase Agreement").

According to the Purchase Agreement, XTL will acquire all issued and outstanding shares of Social Proxy on a fully diluted basis (the "Transaction"). In exchange, XTL will issue American Depositary Shares (ADSs) to the shareholders of Social Proxy, representing 44.6% of XTL's issued and outstanding share capital immediately following the issuance, and pay $430,000.

Additionally, as part of the Transaction, the shareholders of Social Proxy will receive additional warrants, exercisable upon achieving specific financial milestones within three years from the Transaction's closing.

Social Proxy will become a wholly-owned subsidiary of XTL. Its shareholders will have the right to appoint two representatives to XTL’s board of directors, which can have up to seven members.

This Transaction aligns with XTL’s strategy to expand its portfolio with high-potential assets.

To support the Company’s financial needs and complete the Transaction, XTL has secured a $1,500,000 investment commitment approved by shareholders on April 30th. This investment will be made through a private placement upon closing the Transaction, subject to customary closing conditions and the completion of the Transaction.

The Purchase Agreement includes customary representations, warranties, agreements, obligations, and conditions to closing, including approval of the Transaction by XTL’s shareholders and any necessary government or third-party approvals.

This summary of the Purchase Agreement’s material terms is not exhaustive. A complete copy of the agreement is attached to XTL’s 6K form filed today.

XTL, stated: “We are pleased to incorporate Social Proxy into our asset portfolio. Over the past months, we have closely collaborated with the Social Proxy team and believe their addition will significantly benefit our company and shareholders. In our search for new IP-based assets, we identified the AI web data market as a high-growth area and believe we have found an excellent technology and team in Social Proxy. We are excited to integrate their technology into XTL.”

Social Proxy, added: “We are excited to join the XTL team and are confident that working under XTL’s management will accelerate our growth and value creation.”

 

Source: globenewswire.com

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