0001534525 false 0001534525 2022-10-12 2022-10-12 0001534525 XBIO:CommonStock0.001ParValuePerShareMember 2022-10-12 2022-10-12 0001534525 XBIO:PurchaseWarrantsMember 2022-10-12 2022-10-12 iso4217:USD xbrli:shares iso4217:USD xbrli:shares



Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): October 12, 2022



Xenetic Biosciences, Inc.

(Exact name of registrant as specified in charter)


Nevada   001-37937   45-2952962
(State or other jurisdiction
of incorporation)
File Number)
  (IRS Employer
Identification No.)


945 Concord Street  
Framingham, Massachusetts 01701
(Address of principal executive offices) (Zip Code)


(781) 778-7720

(Registrant’s telephone number, including area code)


40 Speen Street, Suite 102

Framingham, MA 01701

(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):


   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


    Pre-commencement communications 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   The Nasdaq Stock Market


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. ☐






Item 3.02. Unregistered Sales of Equity Securities.


On October 12, 2022, the Company entered into a Subscription Agreement with CLS Therapeutics, LLC, a Delaware limited liability company (“CLS”), pursuant to which the Company agreed to issue to CLS, and CLS agreed to subscribe for, 850,000 shares of the Company’s common stock (the “Shares”) as consideration for the assignment by CLS and its affiliates to the Company of certain patent rights owned by CLS and its affiliates. The Shares were issued on October 12, 2022. The Shares were issued in transactions exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and the provisions of Regulation D thereunder. CLS represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, none of the Shares have been registered under the Securities Act and none of the Shares may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.


Neither this Current Report on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of the Company’s common stock or any other securities of the Company.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibit No.   Description
  104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
















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.


  By: /s/ James Parslow                                        
Date: October 12, 2022 Name:   James Parslow
  Title:     Chief Financial Officer