UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 16, 2019

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Xenetic Biosciences, Inc.

(Exact name of registrant as specified in charter)

(781) 778-7720

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 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):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On July 16, 2019, Xenetic Biosciences, Inc. (the “Company”), in connection with a potential financing transaction, entered into a consent agreement (the “Consent Agreement”) with certain holders (the “Holders”) of warrants to purchase shares of the Company’s common stock whose consent was sought in connection with a potential financing transaction. In consideration of the Holders’ consent, the Company agreed to (i) issue the Holders an aggregate of 16,666 shares of the Company’s common stock and (ii) adjust the exercise price of those certain warrants (each a "Warrant") issued to each Holder in connection with the Company's reverse stock split on June 25, 2019, as described in the Consent Agreement.

A copy of the Consent Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference.

The issuance of the shares was not registered under the Securities Act of 1933, as amended, or the securities laws of any state, and were issued in reliance on the exemption from registration afforded by Section 4(a)(2) and Regulation D (Rule 506) under the Securities Act and corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public offering.

The information required by this Item 3.02 is incorporated by reference to Item 1.01 set forth above.

(d) Exhibits

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.