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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM
8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of TheSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 11, 2023
________________________
Xenetic Biosciences,Inc.
(Exact name of registrant as specified in charter)
Nevada 001-37937 45-2952962
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
945 Concord Street
Framingham 01701
,
Massachusetts
(Address of principal executive offices) (Zip Code)
(781)
778-7720
(Registrant's telephone number, includingarea code)
Not Applicable
(Former name or former address, if changed sincelast report)
Check the appropriate box below if theForm 8-K is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (
see
General Instruction A.2. below):
Written communicationspursuant to Rule 425 under the Securities Act (17 CFR
230.425)
Soliciting materialpursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
Pre-commencementcommunications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
Pre-commencementcommunications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b)of the Act:
Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, $0.001 par value per share XBIO The Nasdaq Stock Market
Purchase Warrants XBIOW TheNasdaq Stock Market
Indicate by check mark whether the registrantis an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (17 CFR (s)230.405) or Rule
12b-2 of the SecuritiesExchange Act of 1934 (17 CFR (s)240.12b-2).
Emerging growth company
If an emerging growth company, indicate by checkmark if the registrant has
elected not to use the extended transition period for complying with any new
or revised financial accountingstandards provided pursuant to Section 13(a) of
the Exchange Act.
Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K,the information set forth in
Item 5.03 herein is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Pursuant to the approval of the Company'sBoard of Directors (the "Board") and
the Financing Committee of the Board, on May 11, 2023, Xenetic Biosciences,
Inc. (the"Company") filed a Certificate of Change to the Company's Articles of
Incorporation (the "Change") withthe Secretary of State of the State of Nevada
to effect a one-for-ten reverse stock split of its authorized, issued and
outstanding commonstock (the "Reverse Stock Split"). Pursuant to NRS 78.207,
no consent or approval of the stockholders is required for theReverse Stock
Split.
The Change and the Reverse Stock Split will beeffective at 12:01 a.m., Eastern
Time, on May 15, 2023 (the "Effective Time") pursuant to the terms of the
Change. At theEffective Time, the total number of shares of common stock, par
value $0.001 per share ("Common Stock"), authorized by theCompany will be
reduced from 100,000,000 shares of Common Stock to 10,000,000 shares of Common
Stock, and the total number of shares ofCommon Stock issued and outstanding
will be reduced from 15,166,596 shares of Common Stock to approximately
1,516,660 shares of CommonStock (subject to adjustment due to the effect of
rounding fractional shares up to the nearest whole share). No fractional
shares willbe issued as a result of the Reverse Stock Split. Any fractional
shares that would result from the Reverse Stock Split will be roundedup to the
nearest whole share.
All shares of the Company's Common Stocksubject to all outstanding equity
awards and the exercise price of any such award (if applicable) and the number
of shares remaining availablefor issuance under the Amended and Restated
Xenetic Biosciences, Inc. Equity Incentive Plan, and all shares underlying
outstanding preferredstock, warrants and other derivative securities of the
Company, including exercise prices and conversion rates (if applicable) will
beproportionately adjusted for the Reverse Stock Split.
The Company expects that upon the opening of tradingon May 15, 2023, its
Common Stock will trade on the Nasdaq Capital Market on a split-adjusted basis
under the current trading symbol "XBIO"and the new CUSIP number 984015 602. A
copy of the Certificate of Change is filed as Exhibit 3.1 to this Current
Report on Form 8-K andincorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On May 12, 2023, the Company issued a press releaseannouncing the Reverse
Stock Split. The full text of the press release is furnished as Exhibit 99.1
to this Current Report on Form 8-Kand hereby incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto,
shall not be deemed"filed" for the purposes of Section 18 of the Exchange Act,
or otherwise subject to the liabilities of that section, nor shallit be deemed
incorporated by reference in any filing under the
Exchange Act
or the
Securities Act of 1933
,as amended, except as shall be expressly set forth by specific reference in
such a filing.
2
FORWARD LOOKING STATEMENTS
This Form 8-K, including the press release, containsforward-looking statements
that we intend to be subject to the safe harbor provisions of the Private
Securities Litigation Reform Actof 1995. All statements contained in this Form
8-K, including the press release, other than statements of historical facts
may constituteforward-looking statements within the meaning of the federal
securities laws. These statements can be identified by words such as
"expects,""plans," "projects," "will," "may," "anticipates," "believes,""should,
" "intends," "estimates," and other words of similar meaning. Any
forward-looking statementscontained herein are based on current expectations,
and are subject to a number of risks and uncertainties. Many factors could
cause ouractual activities, performance, achievements or results to differ
materially from the activities and results anticipated in forward-lookingstateme
nts. These risks and uncertainties include those described in the "Risk
Factors" section as detailed from time to timein the Company's reports filed
with the Securities and Exchange Commission ("SEC"), including the Company's
annualreport on Form 10-K, periodic quarterly reports on Form 10-Q, current
reports on Form 8-K and other documents filed with the SEC. In addition,forward-
looking statements may also be adversely affected by general market factors,
general economic and business conditions, includingpotential adverse effects
of public health issues, such as the COVID-19 outbreak (including any new
variant strains of the underlyingvirus), geopolitical events, such as the
Russian invasion of Ukraine, and financial market instability or disruptions
to the banking systemdue to bank failures, on economic activity, competitive
product development, product availability, federal and state regulations and
legislation,the regulatory process for new product candidates and indications,
manufacturing issues that may arise, patent positions and litigation,among
other factors. The forward-looking statements contained in this Form 8-K,
including the press release, speak only as of the datethe statements were
made, and the Company does not undertake any obligation to update
forward-looking statements, except as required bylaw.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Certificate of Change to Articles of Incorporation
.
99.1 Press Release dated May 12, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
3
SIGNATURES
Pursuant to the requirementsof the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereuntoduly authorized.
XENETIC BIOSCIENCES, INC.
By:
/s/ James Parslow
Date: May 12, 2023 Name: James Parslow
Title: Chief Financial Officer
4
Exhibit 3.1
Business Number E0450492011 - 8 Filed in the Office of Secretary of State
State Of Nevada Filing Number 20233191096 Filed On 5/11/2023 8:58:00 AM Number
of Pages 1
Exhibit 99.1
Xenetic Biosciences,Inc. Announces Reverse Stock Split of Common Stock
FRAMINGHAM,MA - (May 12, 2023)
-
Xenetic Biosciences, Inc. (NASDAQ: XBIO) ("Xenetic"or the "Company"), a
biopharmaceutical company focused on advancing innovative immune-oncology
technologies addressing hardto treat cancers,
today announced it will effect a one-for-ten reverse stock split of its
authorized, issued and outstanding commonstock. Pursuant to the Certificate of
Change filed with the Secretary of State of the State of Nevada, the reverse
stock split will beeffective at 12:01 a.m., Eastern Time, on May 15, 2023.
Xenetic expects that upon the opening of trading on May 15, 2023, its common
stockwill trade on the Nasdaq Capital Market on a split-adjusted basis under
the current trading symbol "XBIO" and the new CUSIPnumber 984015 602.
No fractional shares will be issued as a resultof the reverse stock split. Any
fractional shares that would result from the reverse stock split will be
rounded up to the nearest wholeshare.
Stockholders of record are not required to sendin their current stock
certificates or evidence of book-entry or other electronic positions for
exchange. Following the effectivenessof the reverse stock split, each stock
certificate and book-entry or other electronic position representing issued
and outstanding sharesof Xenetic's common stock will be automatically
adjusted. Those stockholders holding common stock in "street name" will
receiveinstructions from their brokers if they need to take any action in
connection with the reverse stock split. Stockholders should directany
questions concerning the reverse stock split to their broker or Xenetic's
transfer agent and registrar, Empire Stock Transfer, Inc.,at info@empirestock.co
m.
About Xenetic Biosciences
Xenetic Biosciences, Inc. is a biopharmaceuticalcompany focused on advancing
innovative immune-oncology technologies addressing hard to treat cancers. The
Company's DNase platform isdesigned to improve outcomes of existing
treatments, including immunotherapies, by targeting neutrophil extracellular
traps (NETs), whichhave been implicated in cancer progression and resistance
to cancer treatments. Xenetic is currently focused on advancing its
systemicDNase program into the clinic as an adjunctive therapy for pancreatic
carcinoma and locally advanced or metastatic solid tumors.
For more information, please visit the Company's website at
www.xeneticbio.com andconnect on Twitter, LinkedIn, and Facebook.
1
Forward-Looking Statements
This press release contains forward-looking statementsthat we intend to be
subject to the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. All statements containedin this press release other than
statements of historical facts may constitute forward-looking statements
within the meaning of the federalsecurities laws. These statements can be
identified by words such as "expects," "plans," "projects," "will,""may,"
"anticipates," "believes," "should," "intends," "estimates," and otherwords of
similar meaning, including, but not limited to, statements regarding: our
expectation that upon the opening of trading on May15, 2023, our common stock
will trade on the Nasdaq Capital Market on a split-adjusted basis; all
statements regarding expectations forour DNase-base oncology platform,
including the DNase platform improving outcomes of existing treatments,
including immunotherapies, bytargeting neutrophil extracellular traps (NETs),
which have been implicated in cancer progression and resistance to cancer
treatments,and our focus on advancing our systemic DNase program into the
clinic as an adjunctive therapy for pancreatic carcinoma and locally
advancedor metastatic solid tumors. Any forward-looking statements contained
herein are based on current expectations, and are subject to a numberof risks
and uncertainties. Many factors could cause our actual activities,
performance, achievements, or results to differ materiallyfrom the activities
and results anticipated in forward-looking statements. Important factors that
could cause actual activities, performance,achievements, or results to differ
materially from such plans, estimates or expectations include, among others,
(1) unexpected costs,charges or expenses resulting from our manufacturing and
collaboration agreements; (2) unexpected costs, charges or expenses
resultingfrom the licensing of the DNase platform; (3) uncertainty of the
expected financial performance of the Company following the licensingof the
DNase platform; (4) failure to realize the anticipated potential of the DNase,
XCART or PolyXen technologies; (5) the ability ofthe Company to implement its
business strategy; and (6) other risk factors as detailed from time to time in
the Company's reports filedwith the SEC, including its annual report on Form
10-K, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and
otherdocuments filed with the SEC. The foregoing list of important factors is
not exclusive. In addition, forward-looking statements may alsobe adversely
affected by general market factors, general economic and business conditions,
including potential adverse effects of publichealth issues, such as the
COVID-19 outbreak, and geopolitical events, such as the Russian invasion of
Ukraine, on economic activity,competitive product development, product
availability, federal and state regulations and legislation, the regulatory
process for new productcandidates and indications, manufacturing issues that
may arise, patent positions and litigation, among other factors. The
forward-lookingstatements contained in this press release speak only as of the
date the statements were made, and the Company does not undertake
anyobligation to update forward-looking statements, except as required by law.
Contact
:
JTC Team, LLC
Jenene Thomas
(833) 475-8247
xbio@jtcir.com
2
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