October 26, 2016

 

Via EDGAR


U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 

Attn: Suzanne Hayes

 

Re: Xenetic Biosciences, Inc.
  Registration Statement on Form S-1
  File No. 333-211249

 

  Acceleration Request    

    Requested Date: October 28, 2016
    Requested Time: 4:00 p.m., Eastern Daylight Time

 

Ladies and gentlemen:

 

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), Ladenburg Thalmann & Co. Inc., hereby joins Xenetic Biosciences, Inc. in requesting that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-211249) (the “Registration Statement”) to become effective on Friday, October 28, 2016, at 4:00 p.m., Eastern Daylight Time, or as soon as practicable thereafter.

 

Pursuant to Rule 460 under the Act, please be advised that we will take reasonable steps to secure adequate distribution of the preliminary prospectus, to underwriters, dealers, institutions and others, prior to the requested effective time of the Registration Statement.

 

We will comply, and have been informed by the participating underwriters that they will comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, to the extent applicable.

 

   

Very truly yours,

 

Ladenburg Thalmann & Co. Inc.

 

By: /s/ David Strupp                         

Name: David Strupp

Title: Managing Director

 

cc: David Strupp Ladenburg Thalmann & Co. Inc.
  Michael Maline Goodwin Procter LLP
  Mitchell D. Goldsmith Taft Stettinius & Hollister
  Jeremy Stonehill Taft Stettinius & Hollister