Current Report Filing (8-k)

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): December 4, 2019

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)

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, 2019, Xenetic Biosciences, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of the proposals and corresponding votes.

The Company’s stockholders approved the election of the following eight nominees with each director receiving votes as follows:

Name	For	Withheld	Broker Non-Votes
Dr. Grigory Borisenko	1,342,296	79,009	–
Dr. James E. Callaway	1,343,959	77,346	–
Mr. Firdaus Jal Dastoor, FCS	1,343,092	78,213	–
Mr. Jeffrey Eisenberg	1,344,260	77,045	–
Dr. Dmitry Genkin	1,343,425	77,880	–
Dr. Roger Kornberg	1,337,250	84,055	–
Mr. Adam Logal	1,344,007	77,298	–
Dr. Alexey Vinogradov	1,343,282	78,023	–

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, 2019. The votes on this proposal were as follows:

For		Against		Abstained		Broker Non-Votes
3,570,396		331,153		79,699		–

The Company’s stockholders voted upon and approved, on a non-binding, advisory basis, the Company’s named executive officer compensation. The votes on this proposal were as follows:

For		Against		Abstained		Broker Non-Votes
752,022		656,734		12,549		–

The Company’s stockholders voted upon and approved and adopted the Company’s Amended and Restated Equity Incentive Plan, to, among other things, increase the aggregate number of shares of common stock authorized under the plan by 750,000 shares. The votes on this proposal were as follows:

For		Against		Abstained		Broker Non-Votes
832,623		132,926		455,756		–

No other matters were considered or voted upon at the Annual Meeting.

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.