UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Xenetic
Biosciences, Inc.
(Name
of Issuer)
COMMON
STOCK, $0.001 PER SHARE PAR VALUE
(Title
of Class of Securities)
984015
206
(CUSIP
Number)
Michael
Scott Maguire
Xenetic
Biosciences, Inc.
99
Hayden Ave, Suite 230, Lexington, MA 02421
(Name,
Address and Telephone Number of Person Authorized to
Receive
Notices and Communications)
11-1-16
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. [ ]
*The
remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior
cover page.
The
information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section
18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however,
see
the Notes).
1.
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Names
of Reporting Persons:
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Michael
Scott Maguire
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I.R.S.
Identification Nos. of above persons (entities only):
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2.
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Check
the Appropriate Box if a Member of a Group (
See
Instructions)
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(a) [
]
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(b) [
]
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3.
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SEC
Use Only:
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4.
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Source
of Funds (See Instruction):
Personal
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5.
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Check
if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e):
[ ]
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6.
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Citizenship
or Place of Organization:
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US
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Number
of Shares Beneficially by Owned by Each Reporting Person with:
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7.
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Sole
Voting Power:
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531,863
SHARES
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8.
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Shared
Voting Power:
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N/A
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9.
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Sole
Dispositive Power:
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531,863
SHARES
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10.
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Shared
Dispositive Power:
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N/A
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person:
531,863 SHARES
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The
total beneficial ownership consists of 73,953 shares of common stock owned directly or through nominee trusts, 264,124 JSOP
award shares and 193,786 shares issuable upon exercise of warrants and options that are exercisable within 60 days of October
28, 2016.
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (
See
Instructions):
[ ]
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13.
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Percent
of Class Represented by Amount in Row (11): 6
.1%
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14.
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Type
of Reporting Person (
See
Instructions):
Individual
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ITEM
1. SECURITY AND ISSUER.
This
Statement on Schedule 13D relates to the common stock, par value $0.001 per share (the “Shares”), of Xenetic Biosciences,
Inc. a Nevada Corporation (the "Issuer"), and is being filed by M. Scott Maguire (the “Reporting Person”).
The Issuer's current principal executive offices are located at 99 Hayden Ave, Suite 230, Lexington, MA 02421.
ITEM
2. IDENTITY AND BACKGROUND
(a)
through (c) and (f). This Statement is being filed by M. Scott Maguire (the “Reporting Person”). The business address
of the Reporting Person is 99 Hayden Ave, Suite 230, Lexington, MA 02421.
(d)
and (e). During the previous five (5) years, the Reporting Person (i) has not been convicted in any criminal proceeding (excluding
traffic violations or similar misdemeanors) and (ii) has not been party to a civil proceeding of any of a judicial or administrative
body of competent jurisdiction such that, as a result of such proceeding, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activity subject to, federal or state securities laws or finding any
violation with respect to such laws.
The
Reporting Person is an officer (CEO and CFO) and director of the Issuer.
ITEM
3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The
Shares to which this statement relates were purchased by M. Scott Maguire or his nominee trust through his personal funds. Refer
to Item 4 below for amounts of consideration paid.
ITEM
4. PURPOSE OF TRANSACTION
The
purpose of this Schedule 13D is to report the Beneficial Ownership by the Reporting Person of 531,863 shares or 6.1% of the Issuer’s
issued and outstanding common stock as of October 28, 2016.
The
total beneficial ownership consists of 73,953 shares of common stock owned directly or through nominee trusts, 264,124 Joint Stock
Ownership Plan (“JSOP”) award shares and 193,786 shares issuable upon exercise of warrants and options that are exercisable
within 60 days of October 28, 2016.
Of
the 73,953 shares; 60,124 shares were acquired in January 2014 for $1.98 per share through the exercise of certain stock options;
and 13,588 and 241 shares acquired by Mr. Maguire as part of the Company’s January 2014 Acquisition of Xenetic Biosciences
PLC (“Xenetic UK”) related to shares of Xenetic UK owned by Mr. Maguire since December 2012, or earlier, with an average
per share cost basis of approximately $12.13 and $8.66 respectively. Please refer to Current Report filed on SEC Form 8-K filed
on January 29, 2014 for a further description of the Acquisition.
The
264,124 JSOP shares were originally issued in 2010 and 2012 as shares of Xenetic UK as part of a Xenetic UK executive incentive
compensation plan. Please refer to the Company’s 2013 Annual Report filed on SEC Form 10-K on April 15, 2014 for further
description of the JSOP, including under Item 8 – Financial Statements and Supplementary Data, Footnote #12.
Of
the 193,786 shares issuable upon exercise of warrants and options; 37,369 shares are covered under a five year warrant, strike
price $6.60, issued in conjunction with a July 1, 2016 convertible promissory note in the amount of $369,958 issued to Mr. Maguire
in satisfaction of $369,958 of his unpaid salary deferrals arising from January 2015 to June 2016; 15,002 ten year incentive stock
options issued in December 2014 in connection with Mr. Maguire’s employment as CEO with a strike price $4.59; and 141,415
ten year incentive stock options issued in September 2015 in connection with Mr. Maguire’s employment as CEO with a strike
price of $4.59.
Except
as provided below, the Reporting Person does not have any current plans or proposals which would relate to or would result in:
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(a)
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the
acquisition by any person of additional securities of the Issuer, or the disposition
of securities of the Issuer;
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(b)
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any
extraordinary corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries;
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(c)
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a
sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries;
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(d)
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any
change in the present board of directors or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill any existing vacancies
on the board;
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(e)
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any
material change in the present capitalization or dividend policy of the Issuer;
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(f)
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any
other material change in the Issuer's business or corporate structure including, but
not limited to, if the Issuer is a registered closed-end investment company, any plans
or proposals to make any changes in its investment policy for which a vote is required
by Section 13 of the Investment Company Act of 1940;
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(g)
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changes
in the Issuer's charter, bylaws or instruments corresponding thereto or other actions
which may impede acquisition of control of the Issuer by any person;
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(h)
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causing
a class of securities of the Issuer to be delisted from a national securities exchange
or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered
national securities association;
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(i)
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a
class of equity securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Act; or
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(j)
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any
action similar to any of those enumerated above.
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ITEM
5. INTEREST IN SECURITIES OF THE ISSUER.
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(a)
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The
Reporting Person is currently the beneficial owner of 531,863 shares of Common Stock
of the Issuer, representing approximately 6.1% of the Issuer's common stock (based upon
8,288,643 outstanding shares of common stock as of October 28, 2016.) The Reporting person
is currently an officer and director of the Issuer.
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(b)
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The
Reporting Person has sole voting and dispositive power over the Shares identified in
response to Item 5(a) above.
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(c)
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See
response by Reporting Person to Item 4, above.
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ITEM
6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other
than as described in this Schedule 13D, the Reporting Person has no contracts, arrangements, understandings or relationships with
any other person with respect to any securities of the Issuer.
The
Reporting Person has entered into a 90 day lock-up period which expires 90 days from November 3, 2016, the date of final prospectus,
relating to the Xenetic Biosciences, Inc. public offering during which time the Reporting Person will not directly or indirectly:
(1) offer, pledge, assign, encumber, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of,
any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock owned either of
record or beneficially or may be deemed to be beneficially owned (as defined in Rule 13d-3(a)(2) of the Securities Exchange Act
of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder (the “
Exchange Act
”))
by the undersigned on the date hereof or hereafter acquired or (2) enter into any swap or other agreement that transfers, in whole
or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause
(1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or (3) make any
demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into
or exercisable or exchangeable for Common Stock, or (4) publicly announce an intention to do any of the foregoing.
ITEM
7.
MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: November
22, 2016
By:
/s/ Michael Scott Maguire
Michael
Scott Maguire