Current Report Filing (8-k)
October 12 2022 - 5:01PM
Edgar (US Regulatory)
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2022-10-12
2022-10-12
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2022-10-12
2022-10-12
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XBIO:PurchaseWarrantsMember
2022-10-12
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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):
October 12, 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.) |
945
Concord Street |
|
Framingham, Massachusetts |
01701 |
(Address of principal executive offices) |
(Zip Code) |
(781) 778-7720
(Registrant’s telephone number, including
area code)
40 Speen Street, Suite 102
Framingham, MA 01701
(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 |
Purchase Warrants |
|
XBIOW |
|
The
Nasdaq Stock Market |
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 3.02. |
Unregistered Sales of Equity Securities. |
On October 12, 2022, the Company
entered into a Subscription Agreement with CLS Therapeutics, LLC, a Delaware limited liability company (“CLS”), pursuant to
which the Company agreed to issue to CLS, and CLS agreed to subscribe for, 850,000 shares of the Company’s common stock (the “Shares”)
as consideration for the assignment by CLS and its affiliates to the Company of certain patent rights owned by CLS and its affiliates.
The Shares were issued on October 12, 2022. The Shares were issued in transactions exempt from registration under the Securities Act of
1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) thereof and the provisions of Regulation D thereunder.
CLS represented that it was an “accredited investor,” as defined in Regulation D, and was acquiring the Shares for investment
only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, none of the
Shares have been registered under the Securities Act and none of the Shares may be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and any applicable state securities laws.
Neither this Current Report
on Form 8-K nor the exhibits attached hereto is an offer to sell or the solicitation of an offer to buy shares of the Company’s
common stock or any other securities of the Company.
Item 9.01. |
Financial Statements and Exhibits. |
(d) |
Exhibit No. |
|
Description |
|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 12, 2022 |
Name: James Parslow |
|
Title: Chief Financial Officer |
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