Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)

12 Months Ended

Dec. 31, 2024

Dec. 31, 2023

Dec. 31, 2022

Pay vs Performance Disclosure [Table]

Disclosure - Pay vs Performance Disclosure


Year	Summary Compensation Table Total for CEO ⁽¹⁾ ($)		Compensation Actually Paid to CEO ^(1)(2)(3)($)		Summary Compensation Table Total for Former CEO ⁽¹⁾ ($)		Compensation Actually Paid to Former CEO ^(1)(2)(3)($)		Value of Initial Fixed $100 Investment Based on Total Shareholder Return⁽⁴⁾ ($)		Net Loss ($)
2024	$	481,168	$	469,659	$	673,144	$	622,644	$	30.93	$	(3,960,275	)
2023	$	–		–	$	563,494	$	560,385	$	16.91	$	(4,134,578	)
2022	$	–		–	$	632,827	$	425,619	$	13.98	$	(6,552,353	)

Named Executive Officers, Footnote [Text Block]

⁽¹⁾

Effective May 16, 2024, James Parslow was appointed Interim CEO. Prior to that time, Jeffrey Eisenberg was the CEO for 2024, 2023 and 2022. The Non-CEO NEOs for whom average compensation is presented in this table for 2024 is Dr. Curtis Lockshin. The Non-CEO NEOs for whom average compensation is presented in this table for 2023 and 2022 are James Parslow and Dr. Curtis Lockshin.

Summary Compensation Table Total for CEO

$ 481,168

Compensation Actually Paid to CEO

469,659

Average Summary Compensation Table for Non-CEO NEOs

554,083

434,774

472,180

Average Compensation Actually Paid to Non-CEO NEOs

$ 521,224

433,219

377,162

Adjustment to Non-PEO NEO Compensation Footnote [Text Block]

⁽²⁾

The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company’s NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below.

⁽³⁾

Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the table below in the “Minus Stock and Option Awards from Summ. Comp. Table” columns below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year, if any and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted in 2024. There were no such awards that failed to meet applicable vesting conditions for the CEOs or the Non-CEO NEOs in 2022 or 2023. Equity values are calculated in accordance with ASC Topic 718.

Year

Summary Comp.

Table Total for

CEO

Minus Stock and

Option Awards

from Summ.

Comp. Table

Plus Year-End

Equity Value of

Unvested Awards

Granted During

Year

Plus Change in

Value of

Unvested Awards

Granted in Prior

Years

Plus Change in

Value of

Current Year Awards

Vested During

Year

Plus Change in

Value of Prior

Years’ Awards

Vested During

Year

Comp. Actually

Paid to CEO

2024

481,168

67,280

49,007

(1,622

)

16,193

(7,807

)

469,659

Year	Summary Comp. Table Total for Former CEO		Minus Stock and Option Awards from Summ. Comp. Table		Plus Year-End Equity Value of Unvested Awards Granted During Year		Plus Change in Value of Unvested Awards Granted in Prior Years			Plus Change in Value of Prior Years’ Awards Vested During Year			Comp. Actually Paid to Former CEO
2024	$	673,144	$	–	$	–	$	(64,967	)	$	14,467		$	622,644
2023	$	563,494	$	67,863	$	59,661	$	1,103		$	3,990		$	560,385
2022	$	632,827	$	98,882	$	20,922	$	(37,387	)	$	(91,861	)	$	425,619

Year	Avg. Summary Comp. Table Total for Other NEOs		Minus Avg. Stock and Option Awards from Summ. Comp. Table		Plus Avg. Year- End Equity Value of Unvested Awards Granted During Year		Plus Avg. Change in Value of Unvested Awards Granted in Prior Years			Plus Avg. Change in Value of Prior Year’s Awards Vested During Year			Average Comp. Actually Paid to Other NEOs
2024	$	554,083	$	–	$	–	$	(33,544	)	$	685		$	521,224
2023	$	434,774	$	33,932	$	29,830	$	552		$	1,995		$	433,219
2022	$	472,180	$	49,441	$	10,461	$	(18,693	)	$	(37,345	)	$	377,162

For the equity values included in the above tables, the valuation assumptions used to calculate fair values of stock options were materially different from those disclosed at the time of the grant of the stock options. The assumptions used in determining fair value of the stock options that vested during 2022, 2023 and 2024, or that were outstanding as of December 31, 2022, December 31, 2023 or December 31, 2024, as applicable, are as follows:

	Options Vested During Year or Outstanding on December 31 of:
	2024	2023	2022
Expected Volatility	74.42% - 112.22%	105.80% - 121.52%	123.60% - 135.86%
Risk-Free Interest Rate	3.45% - 5.41%	3.54% - 4.80%	2.15% - 4.05%
Expected Dividend Yield	0%	0%	0%
Expected Term (in years)	0.5 - 5.46	3.63 - 5.82	3.5 - 5.12

⁽⁴⁾	Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year of an investment of $100 in Xenetic common stock on December 31, 2021.

Description of Relationship Between NEO Compensation Actually Paid and Company Total Shareholder Return (“TSR”) and Net Loss

The Compensation Actually Paid to our CEO and the average of Compensation Actually Paid to our Non-CEO NEOs increased in 2024, which corresponded to the increase in the Company’s TSR and decrease in Net Loss in 2024. The Compensation Actually Paid for both our former CEO and Non-CEO NEOs in 2024 increased primarily due to severance commitments incurred in 2024. The CEO and Non-CEO NEOs Non-Equity Incentive Plan Compensation is determined based on our strategic, financial and operating performance objectives that have been established by the Compensation Committee. While not directly tied to stock price performance and/or net loss, these performance objectives have been established as core drivers of TSR.

Value of Initial Fixed $100 Investment Based on Total Shareholder Return

$ 30.93

16.91

13.98

Net Loss

$ (3,960,275)

$ (4,134,578)

$ (6,552,353)

PEO Name

James Parslow

Jeffrey Eisenberg

Jeffrey Eisenberg [Member]