Current Report Filing (8-k)
December 09 2022 - 4:31PM
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2022-12-07
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2022-12-07
2022-12-07
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2022-12-07
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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):
December 7, 2022
________________________
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 |
Purchase Warrants |
|
XBIOW |
|
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 5.07 |
Submission of Matters to a Vote of Security Holders. |
On December 7, 2022, Xenetic Biosciences, Inc.
(the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the
stockholders of the Company voted on the following four proposals and cast their votes as described below. The Annual Meeting was partially
adjourned to December 21, 2022 solely with respect to the voting on Proposal Four. The Annual Meeting will resume solely with respect
to Proposal Four at 10:00 a.m. Eastern Time on December 21, 2022 and will continue to be held virtually via live audio-only webcast at
www.virtualshareholdermeeting.com/XBIO2022. Below is a summary of the proposals and corresponding votes.
| 1. | The Company’s stockholders approved the election of the following seven nominees with each director
receiving votes as follows: |
Name |
|
For |
|
Withheld |
|
Broker Non-Votes |
Dr. Grigory Borisenko |
|
4,262,295 |
|
734,810 |
|
2,866,140 |
Dr. James Callaway |
|
3,615,669 |
|
1,381,436 |
|
2,866,140 |
Mr. Firdaus Jal Dastoor |
|
4,245,854 |
|
751,251 |
|
2,866,140 |
Mr. Jeffrey Eisenberg |
|
4,271,238 |
|
725,867 |
|
2,866,140 |
Dr. Roger Kornberg |
|
3,607,135 |
|
1,389,970 |
|
2,866,140 |
Mr. Adam Logal |
|
4,253,923 |
|
743,182 |
|
2,866,140 |
Mr. Alexey Vinogradov |
|
4,273,562 |
|
723,543 |
|
2,866,140 |
| 2. | The Company’s stockholders voted upon and approved the ratification of the selection of Marcum LLP as the independent registered
public accounting firm of the Company for its fiscal year ending December 31, 2022. The votes on this proposal were as follows: |
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
7,370,441 |
|
434,234 |
|
58,570 |
|
- |
|
3. |
The Company’s stockholders voted upon and approved, on a non-binding, advisory basis, the Company’s named executive
officer compensation. The votes on this proposal were as follows: |
For |
|
Against |
|
Abstained |
|
Broker Non-Votes |
|
|
4,231,759 |
|
699,669 |
|
65,677 |
|
2,866,140 |
|
|
| 4. | Proposal Four was to approve an amendment to the Company’s Articles of Incorporation to increase the authorized number of shares
of the Company’s common stock from 50,000,000 shares to 100,000,000 shares. The Company has adjourned the Annual Meeting solely
with respect to Proposal Four to provide its stockholders additional time to vote on such proposal. Support for Proposal Four has exceeded
80% of the votes cast on the proposal. However, the affirmative vote of holders of more than 50% of all of the Company’s issued
and outstanding shares of common stock is necessary for Proposal Four to be approved. |
No other matters were considered or voted upon at the Annual Meeting.
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: December 9, 2022 |
Name: James Parslow |
|
Title: Chief Financial Officer |
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