Securities Registration Statement (s-1/a)
July 14 2016 - 6:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 3
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
XENETIC BIOSCIENCES, INC.
(Exact name of registrant as specified
in its charter)
Nevada
|
2834
|
45-2952962
|
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer
Identification Number)
|
99 Hayden Ave, Suite 230
Lexington, Massachusetts 02421
(781) 778-7720
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Scott Maguire
President and Chief Executive Officer
Xenetic Biosciences, Inc.
99 Hayden Ave, Suite 230
Lexington, Massachusetts 02421
(781) 778-7720
(Name, address, including zip code, and telephone number, including area code, of agent for service of process)
Copies to:
Mitchell D. Goldsmith
Taft Stettinius & Hollister
111 E. Wacker Drive, Suite 2800
Chicago, Illinois 60601
(312) 527-4000
|
Michael D. Maline
Goodwin Procter LLP
New York Times Building
620 Eighth Avenue
New York, New York 10036
(212) 813-8800
|
Approximate date of commencement of proposed
sale to the public
: As soon as practicable after the effective date of this registration statement.
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, as amended, check the following box.
[X]
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
[_]
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. [_]
If this form is a post-effective
amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. [_]
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company”
in Rule 12b-2 of the Exchange Act.
Large accelerated filer [_]
|
|
Accelerated filer [_]
|
Non-accelerated filer (Do not check if a smaller reporting company)
|
|
Smaller reporting company [X]
|
We are submitting this Amendment No. 3 (“Amendment No. 3”)
to our Registration Statement on Form S-1 that we filed with the Securities and Exchange Commission (“SEC”) on May
9, 2016 (the “Registration Statement”), as amended on June 24, 2016 (Amendment No. 1) and July 8, 2016 (Amendment No.
2), in order file Exhibits 1.1, 3.7, 4.1 and 5.1 to the Registration Statement.
This Amendment No. 3 consists only of a facing page, this explanatory note, Part II of the Registration
Statement, the signature pages, the Exhibit Index and Exhibits 1.1, 3.7, 4.1 and 5.1. This Amendment No. 3 does not modify any
other part of the Registration Statement. The prospectus is unchanged and has therefore been omitted from this filing.
PART II
Information Not Required in Prospectus
Item 13. Other Expenses of Issuance and Distribution
The following table sets
forth the fees and expenses, other than underwriting discounts and commissions, payable in connection with the registration of
the common stock hereunder. All amounts are estimates except the SEC registration fee and the FINRA filing fee.
SEC registration fee
|
|
$
|
2,014
|
|
FINRA Filing Fee
|
|
|
5,900
|
|
The NASDAQ Capital Market Listing fee
|
|
|
55,000
|
|
Printing and Engraving Expenses
|
|
|
10,000
|
|
Legal Fees and Expenses
|
|
|
435,000
|
|
Accounting fees and expenses
|
|
|
127,000
|
|
Transfer Agent and Registrar Fees and Expenses
|
|
|
1,500
|
|
Miscellaneous
|
|
|
10,000
|
|
Total:
|
|
$
|
646,414
|
|
Item 14. Indemnification of Directors and Officers
Our officers and directors
are indemnified as provided by the Nevada Revised Statutes and our bylaws.
Under the governing Nevada
statutes, director immunity from liability to a company or its shareholders for monetary liabilities applies automatically unless
it is specifically limited by a company's articles of incorporation. Our articles of incorporation do not contain any limiting
language regarding director immunity from liability. Excepted from this immunity are:
|
·
|
a willful failure to deal fairly with the company or its shareholders in connection with a matter
in which the director has a material conflict of interest;
|
|
·
|
a violation of criminal law (unless the director had reasonable cause to believe that his or her
conduct was lawful or no reasonable cause to believe that his or her conduct was unlawful);
|
|
·
|
a transaction from which the director derived an improper personal profit; and
|
Our bylaws provide that
we will indemnify our directors and officers to the fullest extent not prohibited by Nevada law; provided, however, that we may
modify the extent of such indemnification by individual contracts with our directors and officers; and, provided, further, that
we shall not be required to indemnify any director or officer in connection with any proceeding (or part thereof) initiated by
such person unless:
|
·
|
such indemnification is expressly required to be made by law;
|
|
·
|
the proceeding was authorized by our Board of Directors;
|
|
·
|
such indemnification is provided by us, in our sole discretion, pursuant to the powers vested us
under Nevada law; or;
|
|
·
|
such indemnification is required to be made pursuant to the bylaws.
|
Our bylaws provide that
we will advance to any person who was or is a party or is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he is or was a
director or officer, of the company, or is or was serving at the request of the company as a director or executive officer of another
company, partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following
request therefore, all expenses incurred by any director or officer in connection with such proceeding upon receipt of an undertaking
by or on behalf of such person to repay said amounts if it should be determined ultimately that such person is not entitled to
be indemnified under our bylaws or otherwise.
Our bylaws provide that
no advance shall be made by us to an officer of the company, except by reason of the fact that such officer is or was a director
of the company in which event this paragraph shall not apply, in any action, suit or proceeding, whether civil, criminal, administrative
or investigative, if a determination is reasonably and promptly made: (a) by the board of directors by a majority vote of a quorum
consisting of directors who were not parties to the proceeding, or (b) if such quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, that the facts known to the
decision-making party at the time such determination is made demonstrate clearly and convincingly that such person acted in bad
faith or in a manner that such person did not believe to be in or not opposed to the best interests of the company.
The underwriting agreement
filed as Exhibit 1.1 to this registration statement provides for indemnification of us and our directors and officers by the underwriters
against certain liabilities under the Securities Act and the Exchange Act.
Item 15. Recent Sales of Unregistered Securities
The following list sets
forth information as to all securities we have sold since January 1, 2013, which were not registered under the Securities Act.
|
1.
|
On January 29, 2014 we entered into a stock purchase agreement (Purchase Agreement) with Baxalta
(initially entered into with Baxter SA, subsequently transferred to Baxalta), pursuant to which we sold to Baxalta 324,097 shares
of our common stock, par value $0.001 per share, (Shares) for $10 million (Purchase Price) at a price of $30.86 per share yielding
a market cap of approximately $140 million. During 2015, Baxter agreed in writing to a further lock-up period expiring in June
2016 and certain other related restrictions. In connection with the separation of its biopharmaceuticals business to form Baxalta,
Baxter assigned the Shares to Baxalta in 2015.
|
|
2.
|
On December 31, 2014, in consideration of the assignment of certain intellectual property rights
by Dmitry Genkin and FDS Pharma ASS to our subsidiary, Lipoxen Technologies Limited (Lipoxen), we issued to FDS Pharma ASS 98,327
shares of our common stock. FDS Pharma ASS is a related party of SynBio, LLC (SynBio) which is an affiliate of ours.
|
|
3.
|
On December 31, 2014, we issued a warrant to purchase 204,394 shares of our common stock to SynBio
in furtherance of our co-development clinical objectives. The initial exercise price for the purchase of the warrant is $25.41
per share with a term of five years from the grant date. Simultaneously, warrants to purchase 9,697 shares of our common stock
were issued to SynBio and PJSC Pharmsynthez (Pharmsynthez) non-director designees under the same terms and conditions of the SynBio
warrant. These warrants contain vesting triggers based on the achievement by SynBio of specific clinical development objectives.
|
|
4.
|
On December 31, 2014, we issued a warrant to purchase 96,970 shares of our common stock, to Serum
Institute of India Limited (Serum Institute) in furtherance of our co-development clinical objectives. The initial exercise price
for the purchase of the warrant is $7.92 per share with a term of five years from the grant date. Simultaneously, warrants to purchase
4,852 shares of common stock were issued to Serum Institute non-director designees under the same terms and conditions of the Serum
Institute warrant. These warrants contain vesting triggers based on the achievement by Serum Institute of specific clinical development
objectives. Serum Institute is a related party of ours.
|
|
5.
|
On December 31, 2014, we issued a warrant to purchase 48,485 shares of our common stock to a non-employee
director for services provided to us. The initial exercise price for the purchase of the warrant is $7.92 per share with a term
of five years from the grant date. This warrant was fully vested on the date of grant.
|
|
6.
|
On April 28, 2016, we issued in the aggregate 4,418,491 new shares of our common stock to Pharmsynthez
in connection with the conversion of certain convertible promissory notes issued in 2015 and 2016, as well as the closing of that
certain Asset Purchase Agreement, dated November 13, 2015, (Kevelt APA) by and among the Company, our subsidiary, Lipoxen Technologies,
LTD, Kevelt, an Estonian company (Kevelt) and Pharmsynthez, parent of Kevelt. Specifically, we issued 1,373,036 shares of common
stock for the conversion of notes held by Pharmsynthez plus interest accrued thereon, and 3,045,455 shares of common stock in consideration
for our purchase of certain intellectual property rights from Pharmsynthez. Pursuant to the Kevelt APA, we also issued certain
management warrants to certain members of management of Pharmsynthez. Such warrants may be exercised at any time on or after March
31, 2016 through the five-year anniversary of the issuance thereof.
|
|
7.
|
In August 2015, we issued 15,986 shares of our common stock to non-employee consultants in exchange
for services provided to the Company. We recorded $196,341 as the aggregate amount of consideration received for the associated
services.
|
|
8.
|
In November 2015, in consideration of the assignment of certain intellectual property rights by
Dr. Dmitry Genkin and Kirill Surkhov (together, Assignors) to Lipoxen Technologies Ltd., we issued 333,334 shares of our common
stock to the Assignors pursuant to the terms of the Kevelt APA. We recorded $3.74 million as the aggregate amount of consideration
received for these certain intellectual property rights.
|
|
9.
|
In December 2015, we issued 15,152 shares of our common stock to non-employee consultants in exchange
for services provided to us. We recorded $221,000 as the aggregate amount of consideration for the associated services.
|
|
10.
|
On July 1, 2016, we issued a warrant to purchase 37,369 shares of our common stock to our Chief
Executive Officer, Mr. M. Scott Maguire, for his deferment of salary. The initial exercise price for the purchase of the warrant
is $6.60 per share with a term of five years from the grant date. This warrant was fully vested on the date of grant.
|
We deemed the offers, sales
and issuances of the securities described in paragraphs 1 through 8 above to be exempt from registration under the Securities Act,
in reliance on Section 4(a)(2) of the Securities Act, including Regulation D and Rule 506 promulgated thereunder, regarding transactions
by an issuer not involving a public offering. All purchasers of securities in transactions exempt from registration pursuant to
Regulation D represented to us that they were accredited investors and were acquiring the shares for investment purposes only and
not with a view to, or for sale in connection with, any distribution thereof and that they could bear the risks of the investment
and could hold the securities for an indefinite period of time. The purchasers received written disclosures that the securities
had not been registered under the Securities Act and that any resale must be made pursuant to a registration statement or an available
exemption from such registration.
We deemed the grants of
stock options described in paragraph 9 as exempt pursuant to Section 4(a)(2) of the Securities Act or to be exempt from registration
under the Securities Act in reliance on Rule 701 of the Securities Act as offers and sales of securities under compensatory benefit
plans and contracts relating to compensation in compliance with Rule 701. Each of the recipients of securities in any transaction
exempt from registration either received or had adequate access, through employment, business or other relationships, to information
about us.
All certificates representing
the securities issued in the transactions described in this Item 15 included appropriate legends setting forth that the securities
had not been offered or sold pursuant to a registration statement and describing the applicable restrictions on transfer of the
securities. There were no underwriters employed in connection with any of the transactions set forth in this Item 15.
Item 16. Exhibits and Financial Statement Schedules.
(a)
Exhibits
.
The exhibits to the registration statement are listed in the Exhibit Index to this registration statement.
(b)
Financial Statements
Schedules
. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable
or is shown in the financial statements or notes thereto.
Item 17. Undertakings.
Insofar as indemnification
for liabilities arising under the Securities Act of 1933, as amended (the Act), may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue. The Registrant hereby undertakes that:
|
(a)
|
To file, during any period in which offers or sales are being made, a post-effective amendment
to this registration statement:
|
|
(i)
|
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
|
|
(b)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such
post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
(c)
|
To remove from registration by means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the offering.
|
|
(d)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933
to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering
of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used
to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities
to such purchaser:
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering
required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned
registrant or used or referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information
about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to
the purchaser.
|
|
(e)
|
The undersigned registrant hereby undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
|
|
(f)
|
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted
to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final adjudication of such issue.
|
|
(g)
|
For purposes of determining any liability under the Securities Act of 1933, the information omitted
from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part
of this registration statement as of the time it was declared effective.
|
|
(h)
|
For the purpose of determining any liability under the Securities Act of 1933, each post-effective
amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant has duly caused this Registration Statement on Form S-1 to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Lexington, Commonwealth of Massachusetts, on July 13, 2016.
XENETIC BIOSCIENCES, INC.
|
|
|
By:
|
/s/ Michael Scott Maguire
|
|
Michael Scott Maguire
|
|
Chief Executive Officer and President
|
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers
and directors of Xenetic Biosciences, Inc., hereby severally constitute and appoint Michael Scott Maguire, our true and lawful
attorney, with full power, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally
to do all things in our names and on our behalf in such capacities to enable Xenetic Biosciences, Inc. to comply with the provisions
of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements
of the Securities Act of 1933, as amended, this Registration Statement and Power of Attorney has been signed by the following person
in the capacities and on the date indicated.
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Michael Scott Maguire
|
|
President, Chief Executive Officer and Director (Principal Executive Officer and Principal Financial Officer)
|
|
July 13, 2016
|
Michael Scott Maguire
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 13,2016
|
Firdaus Jal Dastoor FCS
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 13, 2016
|
Darlene Deptula-Hicks
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 13, 2016
|
Dr. Roger Kornberg
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
July 13, 2016
|
Roman Knyazev
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Jeffrey F. Eisenberg
|
|
Director
|
|
July 13, 2016
|
Jeffrey F. Eisenberg
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
*By:
|
/s/ Michael Scott Maguire
|
|
|
|
July 13, 2016
|
|
Michael Scott Maguire
|
|
|
|
|
|
Attorney-in-Fact
|
|
|
|
|
EXHIBIT INDEX
Exhibit No.
|
Exhibit Index
|
Form
|
Incorporated by Reference Date
|
Number
|
Filed Herewith
|
1.1
|
Form of Underwriting Agreement
|
|
|
|
X
|
2.1
|
Scheme of Arrangement (court order)
|
8-K
|
01/29/2014
|
2.1
|
|
3.1
|
Articles of Incorporation
|
S-1
|
11/21/2011
|
3.1
|
|
3.2
|
Certificate of Amendment to Articles of Incorporation
|
8-K
|
02/12/2013
|
3.1
|
|
3.3
|
Certificate of Amendment to Articles of Incorporation
|
8-K
|
02/27/2013
|
3.1
|
|
3.4
|
Certificate of Amendment to Articles of Incorporation
|
10-Q
|
01/10/2014
|
3.1
|
|
3.5
|
Certificate of Change Pursuant to NRS 78.209
|
10-Q
|
01/10/2014
|
3.2
|
|
3.6
|
Certificate of Amendment to Articles of Incorporation
|
8-K
|
09/30/2015
|
3.1
|
|
3.7
|
Certificate of Change Pursuant to NRS 78.209
|
|
|
|
X
|
3.7
|
Bylaws
|
S-1
|
11/21/2011
|
3.2
|
|
4.1
|
Form of Common Stock Certificate of the Registrant
|
|
|
|
X
|
5.1
|
Legal Opinion
|
|
|
|
X
|
10.1
|
Possible Offer for Xenetic Biosciences plc by General Sales & Leasing, Inc., dated October 21, 2013
|
8-K
|
10/21/2013
|
9.1
|
|
10.2
|
Recommended Acquisition of Xenetic Biosciences plc by General Sales & Leasing, Inc. including Scheme of Arrangement
|
8-K and 8-K/A
|
11/25/2013
|
9.1
|
|
10.3
|
Announcement of Recommended Offer by General Sales and Leasing, Inc. for shares of Xenetic Biosciences plc, dated November 12, 2013
|
8-K
|
11/25/2013
|
9.2
|
|
10.4
|
Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations dated November 12, 2013 between General Sales Inc., Leasing, Inc., Oxbridge Technology Partners, SA, Shift It Media Company and General Aircraft, Inc.
|
10-K
|
11/27/2013
|
9.3
|
|
10.5†
|
Form of Rules of the Lipoxen plc Unapproved Share Option Plan dated July 18, 2000 (as amended by a resolution of the board of directors of Lipoxen plc passed on March 14, 2006)
|
10-K
|
04/15/2014
|
10.5
|
|
10.6†
|
Form of Xenetic Biosciences plc 2007 Share Option Scheme and US Addendum (as established in 2007 and by resolution of shareholders in 2010 and awarded by board resolution in 2012)
|
10-K
|
04/15/2014
|
10.6
|
|
10.7†
|
Form of Xenetic Biosciences, Inc. Equity Incentive Plan, effective January 23, 2014
|
10-K
|
04/15/2014
|
10.7
|
|
10.8
|
Master Clinical Research Services Agreement between Novotech Pty Limited and Xenetic Biosciences plc dated Feb. 6, 2013
|
10-K
|
04/15/2014
|
10.17
|
|
Exhibit No.
|
Exhibit Index
|
Form
|
Incorporated by Reference Date
|
Number
|
Filed Herewith
|
10.9†
|
Employment Agreement, dated November 3, 2009, between Lipoxen plc and Michael Scott Maguire
|
10-K/A
|
02/18/2015
|
10.01
|
|
10.10
|
Form of Lease for Ledgemont Research Center, Lexington, Massachusetts dated August 1, 2013 between One Ledgemont LLC and Xenetic Bioscience, Inc.
|
10-K/A
|
02/18/2015
|
10.03
|
|
10.11
|
Stock Purchase Agreement, dated January 29, 2014, between Xenetic Biosciences, Inc. and Baxter Healthcare SA
|
10-K/A
|
02/18/2015
|
10.08
|
|
10.12
|
Stock Purchase Agreement Amendment No. 1, dated February 14, 2014, between Xenetic Biosciences, Inc. and Baxter Healthcare SA
|
10-K/A
|
02/18/2015
|
10.09
|
|
10.13
|
Exclusive Research, Development and License Agreement, dated August 15, 2005, between Lipoxen Technologies Limited, Baxter Healthcare SA and Baxter Healthcare Corporation
|
10-K/A
|
02/18/2015
|
10.10
|
|
10.14
|
Letter Agreement, dated December 11, 2006, between Lipoxen Technologies Limited, Baxter Healthcare SA , Baxter Healthcare Corporation and Serum Institute of India Limited
|
10-K/A
|
02/18/2015
|
10.11
|
|
10.15
|
Amendment to the Exclusive Research, Development and License Agreement, dated December 13, 2006, between Lipoxen Technologies Limited, Baxter Healthcare SA and Baxter Healthcare Corporation
|
10-K/A
|
02/18/2015
|
10.12
|
|
10.16
|
Second Amendment to the Exclusive Research, Development and License Agreement, dated May 28, 2009, between Lipoxen Technologies Limited, Baxter Healthcare SA and Baxter Healthcare Corporation
|
10-K/A
|
02/18/2015
|
10.13
|
|
10.17
|
Amendment Number Four to the Exclusive Research, Development and License Agreement, dated August 10, 2010, between Lipoxen Technologies Ltd., Baxter Healthcare SA and Baxter Healthcare Corporation
|
10-K/A
|
02/18/2015
|
10.14
|
|
10.18
|
Amendment Number Five to the Exclusive Research, Development and License Agreement, dated September 15, 2010, between Lipoxen Technologies Ltd., Baxter Healthcare SA and Baxter Healthcare Corporation
|
10-K/A
|
02/18/2015
|
10.15
|
|
10.19
|
Form of Sixth Amendment to the Exclusive Research, Development and License Agreement, dated January 29, 2014, between Lipoxen Technologies Limited, Baxter Healthcare SA and Baxter Healthcare Corporation
|
10-K/A
|
02/18/2015
|
10.16
|
|
Exhibit No.
|
Exhibit Index
|
Form
|
Incorporated by Reference Date
|
Number
|
Filed Herewith
|
10.20
|
Agreement on Co-Development and the Terms of Exclusive License dated August 4, 2011 between Lipoxen plc, Lipoxen Technologies LTD and SynBio LLC
|
10-K/A
|
02/18/2015
|
10.18
|
|
10.21
|
Subscription Agreement in respect of ordinary shares in the capital of Lipoxen plc dated August 4, 2011 between SynBio LLC and Lipoxen plc
|
10-K/A
|
02/18/2015
|
10.19
|
|
10.22
|
Collaboration, Licence and Development Agreement, dated November 11, 2009, between Pharmasynthez ZAO and Lipoxen Technologies Ltd.
|
10-K/A
|
02/18/2015
|
10.20
|
|
10.23
|
Exclusive Patent and Know How Licence and Manufacturing Agreement, dated August 4, 2011, between Lipoxen plc, Lipoxen Technologies Ltd and Serum Institute of India Limited
|
10-K/A
|
02/18/2015
|
10.21
|
|
10.24†
|
Employment Agreement, dated April 30, 2012, between Xenetic Bioscience, Inc. and Dr. Henry Hoppe IV.
|
10-K/A
|
02/18/2015
|
10.23
|
|
10.25
|
Intellectual Property Assignment between Dmitry Genkin, FDS Pharma, Lipoxen Technologies Limited and Xenetic Biosciences Inc.
|
10-K
|
04/15/2015
|
10.1
|
|
10.26
|
SynBio LLC Warrant to Purchase Common Stock of Xenetic Bioscience, Incorporated
|
10-K
|
04/15/2015
|
10.2
|
|
10.27
|
Serum Institute of India Limited Warrant to Purchase Common Stock of Xenetic Bioscience, Incorporated
|
10-K
|
04/15/2015
|
10.03
|
|
10.28
|
Firdaus Jal Dastoor Warrant to Purchase Common Stock of Xenetic Bioscience, Incorporated
|
10-K
|
04/15/2015
|
10.4
|
|
10.29
|
Securities Purchase Agreement, dated May 2015, between Xenetic Bioscience, Inc. and OJSC Pharmsynthez
|
8-K
|
07/08/2015
|
10.1
|
|
10.30
|
Ten Percent (10%) Senior Secured Collateralized Convertible Promissory Note, dated July 1, 2015, between Xenetic Bioscience, Inc. and OJSC Pharmsynthez
|
8-K
|
07/08/2015
|
10.2
|
|
10.31
|
Registration Rights Agreement, dated July 1, 2015, between Xenetic Bioscience, Inc. and OJSC Pharmsynthez
|
8-K
|
07/08/2015
|
10.3
|
|
10.32
|
Security Agreement dated July 1, 2015, between Xenetic Bioscience, Inc. and OJSC Pharmsynthez
|
8-K
|
07/08/2015
|
10.4
|
|
10.33
|
Subsidiary Guarantee dated July 1, 2015, between Xenetic Bioscience, Inc. and OJSC Pharmsynthez
|
8-K
|
07/08/2015
|
10.5
|
|
10.34
|
Common Stock Purchase Warrant, dated July 1, 2015
|
8-K
|
07/08/2015
|
10.6
|
|
10.35
|
Form of Assignment and Assumption Agreement
|
8-K
|
07/08/2015
|
10.7
|
|
Exhibit No.
|
Exhibit Index
|
Form
|
Incorporated by Reference Date
|
Number
|
Filed Herewith
|
10.36
|
Settlement Agreement, dated August 27, 2015, between Xenetic Biosciences (UK) Limited, Xenetic Biosciences, Inc., Lipoxen Technologies Limited and Colin Hill
|
8-K
|
09/02/2015
|
10.1
|
|
10.37
|
Form of Asset Purchase Agreement, dated as of November 13, 2015, by and among Xenetic Biosciences, Inc., Lipoxen Technologies, LTD, a U.K. corporation, AS Kevelt, an Estonian company and OJSC Pharmsynthez
|
8-K
|
11/16/2015
|
10.1
|
|
10.38
|
Form of Ten Percent (10%) Senior Secured Convertible Promissory Note
|
8-K
|
11/16/2015
|
10.2
|
|
10.39
|
Form of Common Stock Purchase Warrant
|
8-K
|
11/16/2015
|
10.3
|
|
10.40
|
Form of Common Stock Purchase Warrant
|
8-K
|
11/16/2015
|
10.4
|
|
10.41
|
Form of Amended and Restated Ten Percent (10%) Senior Secured Convertible Promissory Note
|
8K
|
11/16/2015
|
10.5
|
|
10.42
|
Form of Amended and Restated Common Stock Purchase Warrant
|
8-K
|
11/16/2015
|
10.6
|
|
10.43
|
Form of First Amendment to Securities Purchase Agreement
|
8-K
|
11/16/2015
|
10.7
|
|
10.44
|
Form of First Amendment to Registration Rights Agreement
|
8-K
|
11/16/2015
|
10.8
|
|
10.45
|
Form of First Amendment to Security Agreement
|
8-K
|
11/16/2015
|
10.9
|
|
10.46
|
Form of First Amendment to Subsidiary Guarantee
|
8-K
|
11/16/2015
|
10.10
|
|
10.47
|
Form of Transition, Services and Resupply Agreement by and among Xenetic Bioscience, Inc., AS Kevelt and OJSC Pharmsynthez
|
8-K
|
11/16/2015
|
10.11
|
|
10.48†
|
Letter Agreement re. Appointment of Non – Employee, Independent Director of Xenetic Biosciences, Inc. for Roger D. Kornberg dated February 2016
|
8-K
|
02/29/2016
|
10.1
|
|
10.49†
|
Deferred Salary Security Agreement with Mr. Maguire
|
8-K
|
07/06/2016
|
10.1
|
|
10.50
|
Form of Ten Percent (10%) Junior Secured Convertible Promissory Note – Due Deferral End Date
|
8-K
|
07/06/2016
|
10.2
|
|
10.51
|
Form of Common Stock Purchase Warrant
|
8-K
|
07/06/2016
|
10.3
|
|
10.52†
|
Letter Agreement re. Appointment of Non – Employee, Independent Director of Xenetic Biosciences, Inc. for Jeffrey F. Eisenberg dated July 2016
|
8-K
|
07/12/2016
|
10.1
|
|
21.1
|
List of Subsidiaries
|
S-1
|
06/24/2016
|
21.1
|
|
23.1
|
Consent of Marcum LLP
|
S-1
|
07/08/2016
|
23.1
|
|
23.2
|
Consent of Ernst & Young LLP
|
S-1
|
07/08/2016
|
23.2
|
|
23.2
|
Consent of Counsel (included in Exhibit 5.1)
|
|
|
|
X
|
24.1
|
Power of Attorney (included on signature page)
|
S-1
|
05/09/2016
|
24.1
|
|
101
|
XBRL (eXtensible Business Reporting Language)
|
S-1
|
06/24/2016
|
101
|
|
† Indicates a management contract or any compensatory
plan, contract or arrangement.
Xenetic Biosciences (NASDAQ:XBIO)
Historical Stock Chart
From Aug 2024 to Sep 2024
Xenetic Biosciences (NASDAQ:XBIO)
Historical Stock Chart
From Sep 2023 to Sep 2024