8-K
Xenetic Biosciences, Inc. (XBIO)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of TheSecurities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2023
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Xenetic Biosciences,Inc.
(Exact name of registrant as specified in charter)
| Nevada | 001-37937 | 45-2952962 |
|---|---|---|
| (State or other jurisdiction <br><br> of incorporation) | (Commission<br><br> File Number) | (IRS Employer <br><br> 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)
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<br> Nasdaq Stock Market |
| Purchase Warrants | XBIOW | The<br>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 5.07 | Submission of Matters to a Vote of Security Holders. |
|---|
On December 6, 2023, Xenetic Biosciences, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders of the Company voted on the following three proposals and cast their votes as described below.
| 1. | The Company’s stockholders approved the election of the following nine nominees with each director receiving votes as follows: | ||
|---|---|---|---|
| Name | For | Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Dr. Grigory Borisenko | 447,811 | 26,571 | 356,015 |
| Dr. James Callaway | 431,833 | 42,549 | 356,015 |
| Mr. Firdaus Jal Dastoor | 446,807 | 27,575 | 356,015 |
| Mr. Jeffrey Eisenberg | 255,632 | 218,750 | 356,015 |
| Dr. Dmitry Genkin | 461,413 | 12,969 | 356,015 |
| Dr. Roger Kornberg | 431,824 | 42,558 | 356,015 |
| Mr. Adam Logal | 447,840 | 26,542 | 356,015 |
| Mr. Moshe Mizrahy | 460,534 | 13,848 | 356,015 |
| Mr. Alexey Vinogradov | 447,886 | 26,496 | 356,015 |
| 2. | The Company’s stockholders voted upon and approved the ratification of the selection of Marcum LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. The votes on this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstained | Broker Non-Votes |
| --- | --- | --- | --- |
| 804,522 | 21,792 | 4,083 | – |
| 3. | The Company’s stockholders voted upon, on a non-binding, advisory basis, the Company’s named executive officer compensation. The proposal did not receive an affirmative vote of a majority of the shares cast. The votes on this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstained | Broker Non-Votes |
| --- | --- | --- | --- |
| 153,605 | 318,665 | 2,112 | 356,015 |
No other matters were considered or voted upon at the Annual Meeting.
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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: December 8, 2023 | Name: James Parslow |
| Title: Chief Financial Officer |
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