Current Report Filing (8-k)
November 16 2021 - 8:31AM
Edgar (US Regulatory)
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2021-11-15
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2021-11-15
2021-11-15
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XBIO:PurchaseWarrantsMember
2021-11-15
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iso4217:USD
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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):
November 15, 2021
_________________________
Xenetic Biosciences,
Inc.
(Exact name of registrant as specified in charter)
Nevada
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001-37937
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45-2952962
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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40 Speen Street, Suite 102
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Framingham, Massachusetts
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01701
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(Address of principal executive offices)
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(Zip Code)
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(781) 778-7720
(Registrant’s telephone number, including
area code)
(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
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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XBIO
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The Nasdaq Stock Market LLC
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Purchase Warrants
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XBIOW
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The Nasdaq Stock Market LLC
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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 1.01.
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Entry into a Material Definitive
Agreement.
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On November 15, Xenetic Biosciences, Inc. (the
“Company”) entered into a letter agreement (the “Agreement”) with the holders (the “Holders”) of the
Company’s common stock purchase warrants (the “Warrants”) issued pursuant to that certain Securities Purchase Agreement,
dated March 5, 2019, by and among the Company and the purchasers party thereto (the “Purchase Agreement”).
Pursuant to the Agreement, the Purchase Agreement
was amended to delete, in its entirety, Section 4.12(b) of the Purchase Agreement. Additionally, the Company and the Holders agreed to
exchange the Warrants to purchase 129,084 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”),
for an aggregate of 51,634 shares of Common Stock (the “Exchange”). Other than the foregoing, neither party provided cash
or other securities as consideration in the Exchange. As a result of the Exchange, all of the Holder’s Warrants were cancelled without
further action required by either the Company or the Holders. The Agreement contains customary representations and warranties by the Company
and the Holders.
A copy of the form of the Agreement is filed
as Exhibit 10.1 to this Current Report on Form 8-K and the description of the terms of the Agreement is qualified in its entirety by
reference to such exhibit.
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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XENETIC BIOSCIENCES, INC.
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By: /s/ James Parslow
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Date: November 16, 2021
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Name: James Parslow
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Title: Chief Financial Officer
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