Item 1.01. Entry into a Material Definitive Agreement.
Registered Direct Offering
On December 10, 2020, Xenetic Biosciences, Inc., a Nevada corporation
(the “Company”), entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain institutional
and accredited investors named therein, pursuant to which the Company agreed to issue and sell, in a registered direct offering
(the “Registered Offering”), 2,448,980 shares (the “Shares”) of the Company’s common stock, par value
$0.001 per share, at an offering price of $2.45 per share.
The Registered Offering resulted in gross proceeds of approximately
$6.0 million before deducting the placement agent’s fees and related offering expenses. The Shares were offered by the Company
pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No.
333-227572), which was initially filed with the Securities and Exchange Commission (the “Commission”) on September
27, 2018, and was declared effective on October 12, 2018. The Registered Offering closed on December 14, 2020.
The Purchase Agreement also contains customary conditions
to closing, representations and warranties of the Company, and termination rights of the parties, as well as certain indemnification
obligations of the Company and ongoing covenants for the Company, including a prohibition on the Company conducting certain variable
rate transactions for a period of six months from the closing of the Registered Offering, subject to certain exceptions. Additionally,
from the date of the Purchase Agreement until 15 days after the closing as contemplated therein, the Company is restricted from
issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock.
The representations, warranties and covenants contained in
the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement. In addition, such representations,
warranties and covenants: (i) are intended as a way of allocating the risk between the parties to the Purchase Agreement and not
as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material
by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreement is filed with this report only to
provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information
regarding the Company. Stockholders should not rely on the representations, warranties and covenants or any descriptions thereof
as characterizations of the actual statement of facts or condition of the Company. Moreover, information concerning the subject
matter of the representations and warranties may change after the date of the Purchase Agreement, which subsequent information
may or may not be fully reflected in public disclosures.
Placement Agent’s Fees and Expenses
Pursuant to an engagement agreement, dated December 9, 2020
(the “Engagement Letter”), the Company engaged H.C. Wainwright & Co., LLC (the “Placement Agent”) to
act as the Company’s exclusive placement agent in connection with the Registered Offering. In connection with the Registered
Offering, the Company has agreed to pay the Placement Agent a cash fee equal to 7.0% of the aggregate gross proceeds raised in
the Registered Offering, a $65,000 non-accountable expense allowance and clearing expenses in the amount of $12,900. The Engagement
Letter has a 6 month tail, a 6 month right of first refusal period, indemnity and other customary provisions for transactions of
this nature.
The foregoing summaries of the Purchase Agreement and the
Engagement Letter do not purport to be complete and are subject to, and qualified in their entirety by, such documents
attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K (the “Report”), and which
are incorporated herein in their entirety by reference.
The Company is filing the opinion of its counsel, Westward Law,
LLC, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto, which is incorporated herein by reference.
This Report does not constitute an offer to sell any securities
or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction
in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws
of any such state or jurisdiction.