Xenetic Biosciences Inc SEC Filings

Xenetic Biosciences (XBIO) filed its Q3 2025 10‑Q, reporting royalty-driven revenue of $1,026,957 and a net loss of $509,940 (basic and diluted loss per share $0.33). Royalties stem from a sublicense with Takeda and rose versus last year.

Operating expenses included R&D $756,482 and G&A $815,209. Cash was $4,121,599 and total current liabilities were $1,111,775 as of September 30, 2025, reflecting continued focus on DNase research. Management believes existing resources fund operations for at least twelve months from issuance.

After quarter-end, the company completed an underwritten offering of 735,000 common shares at $6.12 per share, with estimated net proceeds of ~$3.9 million. Xenetic and its board began a strategic review considering alternatives, including a potential business combination or sale; the process has no set timetable and outcomes are uncertain. Common shares outstanding were 2,291,056 as of November 7, 2025.

Xenetic Biosciences is holding its virtual-only Annual Meeting on December 11, 2025 at 10:00 a.m. ET. Stockholders will vote on three items: elect six directors, ratify CBIZ CPAs P.C. as the independent auditor for fiscal year ending December 31, 2025, and approve, by non-binding advisory vote, the compensation of named executive officers.

The record date is October 15, 2025, with 2,277,139 shares outstanding and entitled to vote. A quorum requires 1,138,570 shares present or represented by proxy. Voting is available online before the meeting and during the webcast using the control number. The Board recommends voting FOR all proposals.

CBIZ was engaged as auditor following CBIZ’s acquisition of Marcum LLP’s attest business; Marcum resigned on April 8, 2025. Audit fees billed by Marcum were $160,000 in 2024 and $168,228 in 2023; audit-related fees were $5,000 in 2024 and $20,342 in 2023. The nominated directors include Grigory Borisenko, Firdaus Jal Dastoor, Dmitry Genkin, Roger Kornberg, Moshe Mizrahy, and Alexey Vinogradov.

Xenetic Biosciences entered an underwriting agreement for an underwritten public offering of 735,000 shares of common stock at $6.12 per share. The company estimates approximately $3.9 million in net proceeds, to be used for working capital, general corporate purposes, and advancement of its DNase technology.

The offering is being conducted under Xenetic’s effective Form S-3 shelf registration statement (File No. 333-282756). The company agreed to a 60-day restriction on issuing or selling additional common stock or convertible securities following the agreement date. Canaccord Genuity LLC is the representative of the underwriters.

Xenetic Biosciences launched a primary offering of 735,000 shares of common stock at $6.12 per share, for $4,498,200 in gross proceeds. The underwritten deal, led by Canaccord Genuity, carries an underwriting discount of $0.3672 per share, with proceeds to the company before expenses of $4,228,308 and estimated net proceeds of approximately $3.9 million after offering expenses.

The company plans to use the funds for working capital, general corporate purposes, and to advance its DNase immuno‑oncology technology. Shares outstanding were 1,542,139 prior to the offering and are expected to be 2,277,139 after. Officers and directors agreed to 60‑day lock‑ups. Delivery of shares is expected on or about October 14, 2025. As of October 9, 2025, public float was cited under Form S‑3 I.B.6, and the company noted it had not sold securities under I.B.6 in the prior 12 months.

The filing also discloses a formal strategic review evaluating alternatives, including a potential sale, asset sale, or reverse merger, with no set timetable and no assurance of completion.

Xenetic Biosciences, Inc. filed a prospectus supplement for a public offering that would increase its common stock outstanding beyond the 1,542,139 shares reported as of October 9, 2025. The supplement discloses convertible and exerciseable instruments that could add roughly 0.3 million common-share equivalents: ~0.1M from Series B Preferred conversion, ~0.1M potentially from milestone payments, and ~0.1M from outstanding options, plus 834 shares issuable on warrants.

The filing names Canaccord Genuity LLC as an underwriter and estimates offering expenses payable by the company (excluding underwriting discounts) of approximately $0.2M. It highlights extensive risk factors tied to the DNase technology development, funding needs and potential inability to maintain Nasdaq listing standards, and lists customary securities terms and distribution/resale restrictions across multiple jurisdictions.

Xenetic Biosciences reported a narrowing net loss driven by lower operating expenses while continuing to receive royalties from Takeda. Royalty revenue was $589,897 for the quarter and $1,183,158 for the six months ended June 30, 2025. The company recorded a net loss of $688,703 for the quarter and $1,591,844 for the six-month period. Cash totaled $4,779,846 at June 30, 2025 and working capital was approximately $4.5 million, while total assets were $5.35 million.

Operating costs fell year-over-year as R&D and general and administrative expenses declined, largely reflecting lower personnel and severance-related items recognized in 2024. Management states existing resources are adequate to fund operations for at least twelve months from issuance of these financial statements, but the company anticipates the need for additional capital longer term to advance its DNase clinical program and other initiatives.