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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 7,
2026
________________________
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 7, 2026, Xenetic Biosciences, Inc. (the
“Company”) issued a press release announcing results for the three months ended June 30, 2026.
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 7, 2026 pertaining to the financial results of the Company for the three months ended June 30, 2026. |
| 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 7, 2026 |
Name: |
James Parslow |
| |
Title: |
Interim Chief Executive Officer and Chief Financial Officer |
Exhibit 99.1

Xenetic Biosciences
Reports Second Quarter 2026 Financial Results and
Highlights Strengthened Scientific Foundation Supporting Continued
Advancement of Proprietary
DNase Platform
Expanded collaborative research initiatives
reinforce the Company's long-term
DNase development strategy
Ongoing generation of translational
data designed to support future clinical development and deepen
understanding of DNase I-mediated NET targeting
Continued royalty generation provides recurring,
non-dilutive funding to support continued investment in core development programs
FRAMINGHAM,
MA – (August 7, 2026) – Xenetic Biosciences,
Inc. (NASDAQ: XBIO) (“Xenetic” or the “Company”), a biopharmaceutical
company focused on advancing innovative immuno-oncology technologies addressing difficult to treat cancers, today reported financial results
for the quarter ended June 30, 2026, and provided a corporate update on continued execution of its long-term strategy to advance its proprietary
DNase platform through scientific collaboration and translational research.
Recent Highlights
| · | Positive preclinical and translational data presented at the 2026 American
Society of Clinical Oncology (ASCO) Annual Meeting demonstrating that DNase I significantly enhanced CAR T-cell expansion, persistence,
tumor control and survival across preclinical hematologic cancer models |
| · | Announced that collaboration partner, PeriNess Ltd., received approval from
the Israeli Ministry of Health and the respective Institutional Review Board to conduct an investigator-initiated exploratory study evaluating
systemic recombinant human DNase I in combination with anti-CD19 CAR T-cell therapy in patients with large B-cell lymphoma at Tel Aviv
Sourasky Medical Center |
| · | Received approximately $1.5 million in royalty revenue during the first six
months of 2026 |
“We continue to generate strong translational
data as evidenced by what was presented at ASCO, further supporting the potential of DNase I as a differentiated adjunct therapy designed to
improve the efficacy and durability of CAR T-cell therapies," said James Parslow, Interim Chief Executive Officer and Chief Financial
Officer of Xenetic. "Throughout the second quarter, we continued expanding the scientific foundation supporting our proprietary DNase
technology while prudently allocating capital toward activities designed to both inform future clinical development and advance our ongoing
strategic review process. We believe this disciplined approach, combined with continued royalty revenue from our legacy PolyXen technology,
positions Xenetic to pursue long-term opportunities that have the potential to create meaningful value for both patients and shareholders."
Xenetic is advancing its proprietary DNase platform
as a differentiated approach designed to enhance the effectiveness of existing cancer therapies by targeting neutrophil extracellular
traps (NETs), an increasingly recognized driver of tumor progression, immune suppression and therapeutic resistance. Through collaborations
with leading academic institutions, the Company continues to expand the scientific understanding of NET biology while generating translational
evidence intended to inform future clinical development and strengthen the long-term potential of its platform.
Summary of Financial Results for Second Quarter
2026
Royalty revenue for the three months ended June 30, 2026 increased approximately 12% to approximately $0.7 million, compared to approximately
$0.6 million for the comparable prior-year period, primarily due to increased royalty revenue recognized under the Company's sublicense
agreement with Takeda Pharmaceuticals Co. Ltd.
Research and development expenses for the three
months ended June 30, 2026 decreased approximately 16% to approximately $0.6 million, compared to approximately $0.7 million for the comparable
prior-year period, primarily due to lower manufacturing development efforts and reduced consulting costs.
General and administrative expenses for the three
months ended June 30, 2026 increased approximately 64% to approximately $1.1 million, compared to approximately $0.7 million in the comparable
quarter of 2025. The increase was primarily attributable to higher legal expenses associated with the Company's strategic review process.
Net loss for the quarter ended June 30, 2026 was
approximately $0.9 million, compared to approximately $0.7 million for the same period in 2025.
The Company ended the second quarter of 2026 with
approximately $6.5 million in cash and cash equivalents, compared to approximately $7.9 million as of December 31, 2025.
About Xenetic Biosciences
Xenetic Biosciences, Inc. is a biopharmaceutical
company focused on advancing innovative immuno-oncology technologies addressing difficult to treat cancers. The Company's proprietary
DNase technology is designed to improve outcomes of existing treatments, including immunotherapies, by targeting neutrophil extracellular
traps (NETs), which are involved in cancer progression. Xenetic is currently focused on advancing its systemic DNase program into the
clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors.
For more information, please visit the Company's website at www.xeneticbio.com and
connect on X, LinkedIn,
and Facebook.
Forward-Looking Statements
This 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 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," "remain,"
"focus", "confidence in", "potential", "continues", "warrants", and other words of similar
meaning, including, but not limited to, all statements regarding royalty revenue generation, our belief regarding positioning Xenetic
to pursue long-term opportunities that have the potential to create meaningful value for both patients and shareholders, our focus on
advancing DNase into the clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors, the
DNase platform improving outcomes of existing treatments, including immunotherapies, by targeting neutrophil extracellular traps (NETs),
which are involved in cancer progression, expanding the scientific understanding of NET biology, our generation of translational data
and the potential of DNase I as a differentiated adjunctive therapy designed to improve the efficacy and durability of CAR T-cell
therapies. 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. Important factors that could cause actual activities, performance, achievements,
or results to differ materially from such plans, estimates or expectations include, among others, (1) unexpected costs, charges or expenses
resulting from our manufacturing and collaboration agreements; (2) unexpected costs, charges or expenses resulting from the licensing
of the DNase platform; (3) uncertainty of the expected financial performance of the Company following the licensing of the DNase platform;
(4) failure to realize the anticipated potential of the DNase or PolyXen technologies; (5) the ability of the Company to obtain funding
and implement its business strategy; (6) risks and uncertainties as to the outcome and timing of the strategic review process being conducted
by the Board and a special independent committee thereof, including the possibility that the Board may decide not to undertake a strategic
alternative following the evaluation process, the Company's inability to consummate any proposed strategic alternative resulting from
the review due to, among other things, market, regulatory and other factors, the potential for disruption to our business resulting from
the review process, and potential adverse effects on the Company's stock price from the announcement, suspension or consummation of the
evaluation process and the results thereof, as well as risks and uncertainties related to the potential impacts of consummation of a strategic
transaction on the Company's current business operations, anticipated business strategy and product development plans; and (7) other risk
factors as detailed from time to time in the Company's reports filed with the SEC, including its 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. The foregoing list of important factors
is not exclusive. 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 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 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.
Contact:
JTC Team, LLC
Jenene Thomas
(908) 824-0775
xbio@jtcir.com