UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.   )*

Xenetic Biosciences, Inc.

(Name of Issuer)

Common stock, par value $0.001 per share

(Title of Class of Securities)

984015503

(CUSIP Number)

October 12, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 984015503

CLS Therapeutics Ltd.

(a)

(b)

Guernsey, UK

Number of

Shares Beneficially

Owned by Each

Reporting

Person With:

Not applicable

CO

*CLS Therapeutics LLC, an indirect wholly-owned subsidiary of CLS Therapeutics Ltd., owns 850,000 shares of the Common Stock of the Issuer. As the ultimate parent of CLS Therapeutics LLC, CLS Therapeutics Ltd. may exercise voting and dispositive power over these shares. See Exhibit I to this Schedule 13G.

Dmitry Genkin

(a)

(b)

Israel

Number of

Shares Beneficially

Owned by Each

Reporting

Person With:

Not applicable

IN

*Dmitry Genkin along with the other individual reporting persons included in this Schedule 13G may exercise voting and dispositive power over the shares. Mr. Genkin otherwise disclaims beneficial ownership of the shares.

Victor Tets

(a)

(b)

United States

Number of

Shares Beneficially

Owned by Each

Reporting

Person With:

Not applicable

IN

*Victor Tets along with the other individual reporting persons included in this Schedule 13G may exercise voting and dispositive power over the shares. Mr. Tets otherwise disclaims beneficial ownership of the shares.

Georgy Tets

(a)

(b)

United States

Number of

Shares Beneficially

Owned by Each

Reporting

Person With:

Not applicable

IN

*Georgy Tets along with the other individual reporting persons included in this Schedule 13G may exercise voting and dispositive power over the shares. Mr. Tets otherwise disclaims beneficial ownership of the shares.

Item 1.

Xenetic Biosciences, Inc. (the “Issuer”)

40 Speen Street, Suite 102

Framingham, Massachusetts 01701

Item 2.

This Schedule 13G is filed on behalf of CLS Therapeutics, Ltd. (“CLS Ltd.”) and its beneficial holders as follows: Dmitry Genkin (“Genkin”), Victor Tets (“VT”) and Georgy Tets (“GT”). CLS Ltd, VT and GT are individually referred to herein as the “Reporting Person” and collectively as the “Reporting Persons”. CLS Ltd. is a corporation formed under the laws of the Isle of Guernsey; the principal business office of CLS Ltd. is PO Box 175, Frances House, Sir William Place, St Peter Port, Guernsey, GY1 4HQ, UK.  Genkin is an individual with citizenship in Israel; the principal address of Genkin is Piazzale Baracca 2, Milan, Italy. VT is an individual with citizenship in the United States; the principal address of VT is 45E 89th street, apt 19F, New York, NY, 10128. GT is an individual with citizenship in the United States; the principal address of GT is 360E 89th street, apt 16C, New York, NY, 10128.

Common stock, par value $0.001 per share, of the Issuer (the “Common Stock”).

984015503

Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

Not applicable.

Item 4. Ownership.

(a) and (b):

(c) Number of shares as to which CLS Ltd has:

(i) Sole power to vote or to direct the vote:     1,475,000                        .

(ii) Shared power to vote or to direct the vote:                                  .

(iii) Sole power to dispose or to direct the disposition of    1,475,000        .

(iv) Shared power to dispose or to direct the disposition of                                  .

Number of shares as to which each other Reporting Person has:

(i) Sole power to vote or to direct the vote:                                  .

(ii) Shared power to vote or to direct the vote:      1,475,000            .

(iii) Sole power to dispose or to direct the disposition of                                  .

(iv) Shared power to dispose or to direct the disposition of        1,475,000      .

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

CLS Ltd. is the ultimate parent of LLC and as such controls LLC. LLC has been identified on this Schedule 13G as a direct beneficial owner of the Second Issuance.

Item 8. Identification and Classification of Members of the Group

Not applicable.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Exhibit I

CLS Ltd. is the direct parent and owner of 100% of the issued and outstanding shares of CLS Therapeutics Inc. CLS Therapeutics Inc. (“Inc.”) is the direct parent and owner of 100% of the issued and outstanding shares of CLS Therapeutics LLC (“LLC”). Inc.’s classification is CO. LLC’s classification is OO.