XTL Biopharmaceuticals, an IP portfolio company, has entered into a definitive share purchase agreement to acquire 100% of Psyga Bio, an advanced biotechnology company focused on the research, development, and commercialization of proprietary products derived from psychedelic and functional mushrooms, positioning XTL at the forefront of the rapidly expanding global psychedelic therapeutics market.
The transaction is structured as a share exchange with no cash consideration at closing, with XTL issuing to Psyga’s current shareholders ADSs representing 40% of the company’s issued and outstanding share capital. Additional milestone-based ADSs representing up to 10% of outstanding shares per milestone are tied to the commencement of clinical trials, achievement of clinical targets, and development of Ibogaine-based products. XTL has also secured a $1.5 million private placement commitment to support financial needs at closing.
Psyga operates a licensed, GMP-ready pharmaceutical manufacturing facility for botanical and synthetic psilocybin, Ibogaine, and other psychedelic active pharmaceutical ingredients, and has developed a proprietary library of more than 180 unique mushroom strains. The company is advancing seven approved Phase 2a human clinical trials expected to commence patient enrollment in the near future, across mental health disorders, neurological conditions, trauma-related disorders, addiction treatment, and other central nervous system indications, in collaboration with the Technion, Rambam Health Care Campus, and Sheba Medical Center. The transaction follows significant U.S. regulatory momentum, including a presidential executive order in April 2026 directing the FDA to accelerate research and approval pathways for psychedelic therapies, and a subsequent FDA announcement of accelerated review pathways for psilocybin-based and ibogaine-related programs.
KEY QUOTES:
For years, we have worked to build not only a scientific platform, but a true pharmaceutical infrastructure capable of translating psychedelic science into regulated, scalable medical therapies. The recent U.S. regulatory developments significantly strengthen the long-term commercial potential of our platform and validate the direction we have been pursuing.
Prof. Dedi Meiri, Founder and Scientific Leader, Psyga Bio
This transaction creates a rare opportunity to combine a high-value clinical platform with a public market vehicle at precisely the right regulatory moment for the sector. We believe the structure strongly aligns long-term value creation for all shareholders.
Alexander Rabinovich, Chairman, Psyga Bio
We believe Psyga represents the type of transformational transaction capable of repositioning XTL as a leading publicly traded biotechnology platform in one of the most important emerging therapeutic sectors globally. The combination of clinical assets, manufacturing capabilities and regulatory timing creates a highly differentiated strategic opportunity.
Noam Brand, CEO, XTL Biopharmaceuticals
