Business Context and Reporting Period
Company: Xenetic Biosciences, Inc. (Nasdaq: XBIO)
Filing Type: Form 8-K (Current Report)
Date of Report: September 14, 2026
Event: Entry into a Material Definitive Agreement (Share Exchange Agreement) with Santersus AG, a Swiss corporation.
Xenetic has agreed to acquire the entire issued share capital of Santersus in a transaction intended to be a tax-free reorganization. Upon closing, Santersus will become a wholly-owned subsidiary of Xenetic. The combined entity will change its name to Santersus Bio, Inc. and trade under the symbol SNTS on the Nasdaq Capital Market.
Key Financial Metrics and Transaction Structure
Consideration: The acquisition will be effected through an exchange of shares. Each outstanding Santersus ordinary share will be exchanged for Xenetic common stock based on a specific Exchange Ratio (exact ratio not disclosed in this filing). No fractional shares will be issued.
Ownership Structure (Post-Closing):
- Santersus Shareholders: Expected to own approximately 85% of the combined company on a fully diluted basis (assuming Net Cash of $0 at closing).
- Xenetic Shareholders: Expected to own the remaining 15%.
Financial Obligations:
- Termination Fee: Xenetic may be required to pay Santersus $500,000 upon termination under specified circumstances.
- Expense Reimbursement: Parties may be required to reimburse each other for fees and expenses up to $300,000 under certain conditions.
Financial Performance: This filing does not provide specific revenue, profit, cash flow, or debt metrics for either company. Investors are directed to the upcoming Proxy Statement and Xenetic's 2025 Form 10-K for historical financial data.
Material Changes and Governance
Corporate Name and Ticker: The company will rename from Xenetic Biosciences, Inc. to Santersus Bio, Inc., and the ticker symbol will change from XBIO to SNTS.
Board Composition: The post-closing board of directors will consist of eight members:
- 6 members designated by Santersus.
- 2 members designated by Xenetic.
- The Chairman of the Board will be designated by Santersus.
Voting Support: Certain Xenetic stockholders, including officers and directors holding approximately 9.0% of outstanding shares, have entered into voting agreements to support the transaction.
Lock-Up Agreements: Key officers, directors, and stockholders of both companies have agreed not to sell or transfer their shares for a 180-day period following the closing.
Guidance, Outlook, and Risks
Conditions to Closing: The transaction is subject to several conditions, including:
- Approval by Xenetic stockholders.
- Effectiveness of the Registration Statement (Form S-1) and absence of a stop order.
- Nasdaq listing approval for the new shares.
- Accuracy of representations and warranties.
Management Commentary: The transaction is expected to combine Xenetic's DNase technology with Santersus's NucleoCapture platform. Management anticipates the combined company will advance clinical drug development activities, though specific timelines are not detailed in this filing.
Risks and Contingencies:
- Transaction Failure: Risk that conditions to closing are not satisfied, including failure to obtain stockholder approval.
- Ownership Dilution/Adjustment: Final ownership percentages are subject to adjustments based on the Net Cash calculation at closing.
- Capital Needs: Risk of inability to obtain sufficient additional capital to advance clinical programs.
- Listing Compliance: Risk of failing to maintain Nasdaq listing requirements, potentially necessitating a reverse stock split.
- Forward-Looking Statements: Actual results may differ materially due to clinical trial delays, regulatory hurdles, and market conditions.
Investor Verification Checklist
- Exchange Ratio: Verify the exact share exchange ratio in the upcoming Proxy Statement, as it is not specified in this 8-K.
- Net Cash Adjustment: Confirm the final ownership split, as the 85/15 split assumes $0 Net Cash; actual cash positions at closing will alter this.
- Stockholder Approval: Monitor the date and outcome of the Xenetic stockholder vote required to approve the issuance of shares and name change.
- Proxy Statement: Review the full Proxy Statement for detailed financial data, risk factors, and the specific terms of the Share Exchange Agreement.
- Termination Fees: Note the $500,000 potential termination fee liability for Xenetic if the deal fails under specific terms.