UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

(Amendment No.__)

Filed by the Registrant	ý
Filed by a Party other than the Registrant	¨

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Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material Pursuant to § 240.14a-12

XENETIC BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box)

ý		No fee required.
o		Fee paid previously with preliminary materials.
o		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Your Vote Counts! You invested in XENETIC BIOSCIENCES, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on December 11, 2024. Get informed before you vote View the Proxy Statement, Form 10 - K and Form 10 - K/A online OR you can receive a free paper or email copy of the material(s) by requesting prior to November 27, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. *Please check the meeting materials for any special requirements for meeting attendance. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V58353 - P19001 XENETIC BIOSCIENCES, INC. 945 CONCORD STREET FRAMINGHAM, MA 01701 XENETIC BIOSCIENCES, INC. 2024 Annual Meeting Vote by December 10, 2024 11:59 PM ET Vote Virtually at the Meeting* December 11, 2024 10:00 AM EST Virtually at: www.virtualshareholdermeeting.com/XBIO2024

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. For 1. Election of Directors Nominees: 1) Grigory Borisenko 04) Roger Kornberg 2) Firdaus Jal Dastoor 05) Moshe Mizrahy 3) Dmitry Genkin 06) Alexey Vinogradov For 2. To ratify the selection by the Audit Committee of Marcum LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2024. For 3. Non - binding advisory vote to approve the Company’s named executive officer compensation. 1 Year 4. Non - binding advisory vote to approve the frequency of holding future votes regarding named executive officer compensation (“Say on Frequency”). In his discretion, the proxy is authorized to vote upon such other business as may properly come before the meeting or any postponement or adjournment thereof. Voting Items Board Recommends V58354 - P19001