8-K
Xenetic Biosciences, Inc. (XBIO)
UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHESECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): December 4, 2020
XeneticBiosciences, Inc.
(Exact Name of Registrant as Specified in Charter)
| Nevada | 001-37937 | 45-2952962 |
|---|---|---|
| (State or Other Jurisdiction<br><br> <br>of Incorporation) | (Commission File Number) | (IRS Employer<br><br> <br>Identification No.) |
| 40 Speen Street, Suite 102Framingham, 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)
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 |
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 4, 2020, Xenetic Biosciences, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals and corresponding votes.
| 1. | The Company’s stockholders approved the election of the following eight nominees with each<br>director receiving votes as follows: | ||
|---|---|---|---|
| Name | For | Withheld | Broker Non-Votes |
| --- | --- | --- | --- |
| Dr. Grigory Borisenko | 2,065,947 | 97,389 | 2,081,732 |
| Dr. James Callaway | 2,070,426 | 92,910 | 2,081,732 |
| Mr. Firdaus Jal Dastoor, FCS | 2,069,578 | 93,758 | 2,081,732 |
| Mr. Jeffrey Eisenberg | 2,069,749 | 93,587 | 2,081,732 |
| Dr. Dmitry Genkin | 2,065,845 | 97,491 | 2,081,732 |
| Dr. Roger Kornberg | 2,066,570 | 96,766 | 2,081,732 |
| Mr. Adam Logal | 2,070,849 | 92,487 | 2,081,732 |
| Dr. Alexey Vinogradov | 2,064,735 | 98,601 | 2,081,732 |
| 2. | The Company’s stockholders voted upon and approved the ratification of the selection of Marcum LLP as the independent<br>registered public accounting firm of the Company for its fiscal year ending December 31, 2020. The votes on this proposal were<br>as follows: | ||
| --- | --- | ||
| For | Against | Abstained | Broker Non-Votes |
| --- | --- | --- | --- |
| 4,153,308 | 12,628 | 79,132 | – |
| 3. | The Company’s stockholders voted upon and approved, on a non-binding, advisory basis, the Company’s named executive<br>officer compensation. The votes on this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstained | Broker Non-Votes |
| --- | --- | --- | --- |
| 1,608,109 | 121,223 | 434,004 | 2,081,732 |
| 4. | The Company’s stockholders voted upon and approved and adopted an amendment to the Company’s Articles of Incorporation<br>to increase the authorized number of shares of the Company’s common stock from 12,500,000 shares to 50,000,000 shares. The<br>votes on this proposal were as follows: | ||
| --- | --- | ||
| For | Against | Abstained | Broker Non-Votes |
| --- | --- | --- | --- |
| 3,511,435 | 605,216 | 128,417 | – |
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 9, 2020 | Name: James Parslow |
| Title: Chief Financial Officer |
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