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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): October 10, 2025
________________________
Xenetic Biosciences,
Inc.
(Exact name of registrant as specified in charter)
| Nevada |
|
001-37937 |
|
45-2952962 |
(State or other jurisdiction
of incorporation) |
|
(Commission
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)
Not Applicable
(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 |
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 1.01. |
Entry into a Material Definitive Agreement. |
On October 10, 2025, Xenetic Biosciences, Inc., a Nevada corporation
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC
as representative of the several underwriters named therein, relating to an underwritten public offering (the “Offering”)
of 735,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a public offering price
of $6.12 per share. The Offering is expected to close on October 14, 2024.
The Company estimates that the net proceeds from the Offering will
be approximately $3.9 million after deducting underwriting discounts and commissions and other estimated offering expenses to be paid
by the Company. The Company intends to use the net proceeds (after the payment of any offering expenses and/or underwriting discounts
and commissions) from the sale of the Shares for working capital and other general corporate purposes, as well as for the advancement of the DNase
technology.
The Offering was made pursuant to the Company’s effective shelf
registration statement on Form S-3 (File No. 333-282756), filed on October 21, 2024, that was declared effective by the Securities and
Exchange Commission on November 1, 2024, and a related base prospectus and prospectus supplement thereunder.
Pursuant to the terms of the Underwriting Agreement, the Company has
agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during
the 60-day period following the date of the Underwriting Agreement.
The Underwriting Agreement contains customary representations and warranties,
conditions to closing, termination provisions, and indemnification obligations of the Company, including for liabilities under the Securities
Act of 1933, as amended. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference. The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to such exhibit.
The Company is filing the opinion of its counsel, Westward Law, LLC,
relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto, which is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell
any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
The Information in Item 1.01 above is hereby incorporated by reference
into this Item 8.01. On October 10, 2025, the Company issued a press release announcing that it had priced the Offering. A copy of the
press release is attached as Exhibit 99.1 hereto, and is incorporated herein by reference.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| |
|
|
| 1.1 |
|
Underwriting Agreement dated October
10, 2025, between Xenetic Biosciences, Inc. and Canaccord Genuity LLC |
| |
|
|
| 5.1 |
|
Opinion of Westward Law, LLC |
| |
|
|
| 23.1 |
|
Consent of Westward Law, LLC (contained in Exhibit 5.1). |
| |
|
|
| 99.1 |
|
Press Release, dated October 10, 2020 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
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.
| |
XENETIC BIOSCIENCES, INC. |
| |
|
| |
By: /s/ James Parslow |
| Date: October 14, 2025 |
Name: James Parslow |
| |
Title: Interim Chief Financial Officer and Chief Executive Officer |
