Current Report Filing (8-k)
June 06 2022 - 4:31PM
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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):
June 3, 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.) |
40 Speen Street, Suite 102 |
|
Framingham, Massachusetts |
01701 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including
area code: (781) 778-7720
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 LLC |
Purchase Warrants |
|
XBIOW |
|
The Nasdaq Stock Market LLC |
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 3.01 Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 3, 2022, Xenetic Biosciences, Inc. (the
“Company”) received a written notification (the “Notice”) from the Listing Qualifications Department of the NASDAQ
Stock Market LLC (“Nasdaq”) notifying the Company that the closing bid price for its common stock had been below $1.00 for
30 consecutive business days and that the Company therefore is not in compliance with the minimum bid price requirement for continued
inclusion on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). The Notice has
no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.
Under the Nasdaq Listing Rules, the Company has
a period of 180 calendar days from the date of the Notice to regain compliance with the Bid Price Requirement. Accordingly, the Company
has until November 30, 2022 (the "Compliance Date"), to regain compliance with the Bid Price Requirement. To regain compliance,
the closing bid price of the Company's common stock must be at least $1.00 for a minimum of ten consecutive business days prior to the
Compliance Date. In the event the Company does not regain compliance by the Compliance Date, the Company may be eligible for an additional
180 calendar day compliance period. To qualify for this second compliance period, the Company will be required to meet the continued listing
requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception
of the Bid Price Requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance
period, by effecting a reverse stock split, if necessary.
The Company intends to monitor the closing bid
price of its common stock and may, if appropriate, consider available options to regain compliance with the Bid Price Requirement. However,
there can be no assurance that the Company will be able to regain compliance with the Bid Price Requirement, or will otherwise be in compliance
with other Nasdaq Listing Rules.
FORWARD-LOOKING STATEMENTS
This Form 8-K 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, 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 or results to differ materially from the 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, such as the COVID-19 outbreak (including any new variant strains of the underlying virus) 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 and litigation, among other factors. The forward-looking
statements contained in this Form 8-K 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.
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: June 6, 2022 |
Name: James Parslow |
|
Title: Chief Financial Officer |
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