Current Report Filing (8-k)
July 07 2022 - 9:01AM
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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 30, 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) |
(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 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 1.01. Entry into a Material Definitive Agreement.
On June 30, 2022, Xenetic
Biosciences, Inc. (the “Company”) entered into a Statement of Work (the “SOW”) with Catalent Pharma Solutions,
LLC (“Catalent”) to outline the general scope of work, timeline, and pricing pursuant to which Catalent will provide certain
services to the Company to perform cGMP manufacturing of the Company’s recombinant protein, Human DNase I. The parties agreed to
enter into a Master Services Agreement (“MSA”) that will contain terms and conditions to govern the project contemplated by
the SOW and that will supersede the addendum to the SOW containing Catalent's standard terms and conditions. In addition, in the event
of any conflict between the project-specific terms and conditions set forth in the SOW and the MSA, the MSA terms and conditions shall
govern. The estimated total cost of the project contemplated by the SOW is expected to be up to approximately $5 million (exclusive of
certain fees and potential alternatives) for the manufacturing services over the course of the term of the project with each phase of
the project invoiced separately in connection with the commencement of such phase. Unless earlier terminated, the manufacturing services
contemplated by the SOW are currently expected to take approximately 17 months from the start date. The SOW is terminable by the
Company at any time with 30 days' prior written notice to Catalent. The SOW also contains
customary provisions related to, among other things, confidentiality, warranties, intellectual property and indemnification.
A copy of the SOW and,
when executed, the MSA referenced above will be filed as exhibits in a subsequent periodic report to be filed under the Securities Exchange
Act of 1934, as amended (the “Exchange Act”).
Item 7.01. Regulation FD Disclosure.
On July 7, 2022, the Company
issued a press release announcing the entry into the SOW. A copy of the press release is furnished as Exhibit 99.1 hereto and 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 incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except
as shall be expressly set forth by specific reference in such a filing.
FORWARD-LOOKING STATEMENTS
This Form 8-K, including the press release, 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, including the press release, 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, 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, including the press release, 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.
Item 9.01. Financial Statements and 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.
|
XENETIC BIOSCIENCES, INC. |
|
|
|
|
|
By: /s/ James Parslow |
Date: July 7, 2022 |
Name: James Parslow |
|
Title: Chief Financial Officer |
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