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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): August 13, 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 2.02. |
Results of Operations and Financial Condition. |
On August 13, 2025, Xenetic Biosciences, Inc.
(the “Company”) issued a press release announcing results for the three months ended June 30, 2025.
The full text of the press release is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated in this Item 2.02 by reference. The information in this Item
2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,
except as shall be expressly set forth by specific reference in such filing.
FORWARD-LOOKING STATEMENTS
This Form 8-K, including the press release, contains
forward-looking statements that we intend to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act
of 1995. All statements contained in this Form 8-K, including the press release, other than statements of historical facts may constitute
forward-looking statements within the meaning of the federal securities laws. These statements can be identified by words such as “expects,”
“plans,” “projects,” “will,” “may,” “anticipates,” “believes,”
“should,” “intends,” “estimates,” and other words of similar meaning. Any forward-looking statements
contained herein are based on current expectations, and are subject to a number of risks and uncertainties. Many factors could cause our
actual activities, performance, achievements or results to differ materially from the activities and results anticipated in forward-looking
statements. These risks and uncertainties include those described in the “Risk Factors” section as detailed from time to time
in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s annual
report on Form 10-K, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. In addition,
forward-looking statements may also be adversely affected by general market factors, general economic and business conditions, including
potential adverse effects of public health issues and geopolitical events, such as the conflicts in the Ukraine and in the Middle East,
on economic activity, competitive product development, product availability, federal and state regulations and legislation, the regulatory
process for new product candidates and indications, manufacturing issues that may arise, patent positions, litigation, and shareholder
activism, among other factors. The forward-looking statements contained in this Form 8-K, including the press release, speak only as of
the date the statements were made, and the Company does not undertake any obligation to update forward-looking statements, except as required
by law.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated August 13, 2025 pertaining to the financial results of the Company for the three months ended June 30, 2025. |
| 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: August 13, 2025 |
Name: James Parslow |
| |
Title: Interim Chief Executive Officer & Chief Financial Officer |
