Background

Xenetic Biosciences, Inc. (the “Company”), incorporated in the state of Nevada and based in Lexington, Massachusetts, is a clinical stage biopharmaceutical company that is focused on the discovery, development and planned commercialization of a new generation of human drug therapies for the treatment of a variety of conditions including anemia, refractory Acute Myeloid Leukemia, Cystic Fibrosis and certain cancers based upon its proprietary and patented drug delivery platform systems and drug development collaborations with major third party pharmaceutical companies around the world.

The Company’s drug delivery platform systems include PolyXen^® for creating next generation biologic drugs by extending the efficacy, safety and half-life of existing biologic drugs, OncoHist™ for the development of novel oncology drug therapies focused on orphan indications in humans and ImuXen^® for the development of vaccines that can simultaneously deliver multiple active pharmaceutical ingredients. The Company is also developing a broad pipeline of drug candidates for next generation biologics and novel oncology therapeutics in a number of orphan disease indications.

With the Company’s relocation to the United States from the United Kingdom, the Company, having historically been a research organization, is now focused on employing United States based drug development expertise leveraging off its 140 issued patents and 90 patent applications to develop a proprietary drug pipeline of next generation products. All the rights over the Company’s patents and licenses are controlled in the United Kingdom.

Going Concern

The Company estimates that as of the date of the filing of this Form 10-Q, the Company has working capital available to fund its current business plan to the middle of the first quarter of 2015. Since its inception, the Company has incurred, and continues to incur, significant losses from operations. The Company has historically relied upon the proceeds of public and non-public financing activities to support the working capital requirements necessary to pursue the on-going research, development and commercialization of its intellectual property and know-how.

During September 2014, the Company entered into a non-exclusive financial advisory and placement agent agreement with an investment bank firm. Through introductions made by that firm and through other sources, the Company has met with and presented its business plan to potential investors for the purpose of raising working capital through a private placement transaction. Based upon the progress of on-going discussions, the Company has a reasonable expectation that it will raise sufficient working capital to meet its obligations over the next twelve months, and therefore has prepared the financial statements on the going concern basis. The Company’s planned capital raise is expected to be through debt (convertible or otherwise), by means of an equity-based instrument, or a combination thereof. The amount of capital the Company will be able to raise in that timeframe will determine to what extent the Company will be able to continue to fund its core programs and related operating costs, and/or accelerate programs as they relate to its preferred level of discretionary spend on pre-clinical developments and clinical trials delivered by external service providers.

While these financial statements have been prepared on a going concern basis, if the Company does not raise additional working capital by the end of 2014, there is no assurance that the Company would be able to continue its operations as now currently planned beyond the middle of the first quarter of 2015 and could raise substantial doubt over the Company’s ability to continue as a going concern. Under such circumstances the Company would first expect to reduce the scale of its pre-clinical programs from the current planned levels, which would likely compel it to reduce general and administrative expenses, defer or cease research and development projects, and delay or cease the purchase of significant clinical research services until it is able to obtain sufficient financing.

Recent Significant Transaction

On January 23, 2014, the Company consummated a reverse merger (the “Acquisition”) pursuant to a written plan of reorganization, in which the Company merged with Xenetic Biosciences (UK) Limited (formerly Xenetic Biosciences plc) (“Xenetic UK”), a company incorporated in England and Wales under the Companies Act of 1985, such that Xenetic UK became a wholly owned subsidiary of the Company. Upon completion of the Acquisition, the Company acquired all issued and outstanding shares of capital stock of Xenetic UK. As a result, 132,545,504 shares of the Company’s common stock were newly issued and, immediately following the Acquisition, there were 136,045,504 shares of common stock issued and outstanding. At that time, because former Xenetic UK shareholders owned approximately 97% of the combined company on a fully diluted basis and all members of the combined company’s executive management were from Xenetic UK, Xenetic UK was deemed to be the acquiring company for accounting purposes and the transaction was accounted for as a reverse acquisition in accordance with accounting principles generally accepted in the United States (“US GAAP”).

Prior to the Acquisition, the Company changed its name from General Sales and Leasing, Inc. to Xenetic Biosciences, Inc. As used in these condensed consolidated financial statements, unless otherwise indicated, all references herein to “Xenetic”, the “Company”, “we” or “us” refer to Xenetic Biosciences, Inc. and its wholly owned subsidiaries.