SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 3, 2015
Xenetic Bioscience, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-178082 | 45-295962 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
|
99 Hayden Ave, Suite 230 Lexington, MA |
02421 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: 781-778-7720
|
___________________________________________________ (Former name or former address, if changed since last report)
|
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| o | Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 8 – Other Events
Item 8.01 Other Events
On July 3, 2015, we completed a $3 million Bridge Note financing with OJSC Pharmsynthez. The financing involved our issuance of a 10% senior secured convertible promissory note and a common stock purchase warrant to Pharmsynthez, an affiliate of our largest shareholder. The arrangement was made directly between our management and Pharmsynthez. The Note, dated July 1, 2015, is convertible, in whole or in part, into shares of our common stock at the option of Pharmsynthez at a price of $0.15. The stock purchase warrant provides Pharmsynthez the ability to purchase an additional 10 million shares of our common stock at a price of $0.20 for a period of 5 years beginning on January 1, 2016.
The foregoing is a brief summary of the terms of the Securities Purchase Agreement, Note and Warrant issued to Pharmsynthez. It is not a complete description of all their terms of those agreement or other related documents in this transaction. The full text of the key documents related to this Bridge Financing are attached hereto as Exhibits 10.1 through 10.7, should be reviewed in their entirety for further information.
A copy of the Press Release issued on July 8, 2015 is attached hereto as Exhibit 99.1.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement | |
| 10.2 |
Ten Percent Senior Secured Collateralized Convertible Promissory Note, dated July 1, 2015 | |
| 10.3 | Registration Rights Agreement | |
| 10.4 | Security Agreement | |
| 10.5 | Subsidiary Guarantee | |
| 10.6 | Common Stock Purchase Warrant | |
| 10.7 | Form of Assignment and Assumption Agreement | |
| 99.1 | Press Release |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Xenetic Biosciences, Inc.
/s/ Michael Scott Maguire
Michael Scott Maguire
Chief Executive Officer
Date: July 8, 2015