by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

James Parslow: Compensatory arrangement and equity grant to an existing officer.

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

Entry into a Material Definitive Agreement. On October 10, 2025, Xenetic Biosciences, Inc., a Nevada corporation (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Canaccord Genuity LLC as representative of the several underwriters named therein, relating to an underwritten public offering (the “Offering”) of 735,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share, at a public offering price of $6.12 per share. The Offeri…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

Changes in Registrant’s Certifying Accountant. (a) Resignation of Independent Registered Public Accounting Firm On November 1, 2024, CBIZ CPAs P.C. (“CBIZ”) acquired the attest business of Marcum LLP (“Marcum”). On April 8, 2025, Xenetic Biosciences, Inc. (the “Company”) was notified by Marcum that Marcum resigned as the Company’s independent registered public accounting firm as a result of such acquisition, and the Company’s Audit Committee approved the resignation. The audit report of Marcu…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

Entry into a Material Definitive Agreement. On November 1, 2024, Xenetic Biosciences, Inc. (the “Company”) and The Scripps Research Institute (“Scripps Research”) entered into a Second Amendment to Research Funding and Option Agreement (the “Amendment”), pursuant to which the Company amended that certain Research Funding and Option Agreement, dated March 17, 2023, by and between the Company and Scripps (the “Original Agreement”), in order to extend the term of the Original Agreement for an ad…

Director — James E. Callaway and Adam Logal: Dr. Callaway and Mr. Logal informed the Company of their intention to not stand for re-election at the 2024 Annual Meeting.

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

Chief Executive Officer — Jeffrey F. Eisenberg: The former CEO, Jeffrey F. Eisenberg, departed the company and entered into a separation agreement.

Chief Executive Officer — Jeffrey F. Eisenberg: Mr. Eisenberg stepped down as CEO and resigned from the board.

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

Material Modification to Rights of Security Holders. To the extent required by

Regulation FD Disclosure. On May 12, 2023, the Company issued a press release announcing the Reverse Stock Split. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated herein by reference. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed inco…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

by reference. The information in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. FORWARD-LOOKING STATEMENTS This Form 8-K, including the press release, contains forward-looking statements that we…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. As previously reported, on June 3, 2022, Xenetic Biosciences, Inc. (the “Company”) received a written notification 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 was not in compliance with the minimum bi…