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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/22/23 Xenetic Biosciences, Inc. 10-K 12/31/22 74:6.6M GlobalOne Filings Inc/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.40M
2: EX-3.14 Certificate of Amendment to Articles of HTML 32K
Incorporation
3: EX-4.1 Description of the Registrant S Securities HTML 32K
4: EX-21.1 Subsidiaries of Registrant HTML 19K
5: EX-23.1 Independent Registered Public Accounting Firm HTML 19K
Consent
6: EX-31.1 Certification of Principal Executive Officer HTML 24K
7: EX-31.2 Certification of Principal Financial Officer HTML 24K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 20K
14: R1 Cover HTML 90K
15: R2 Consolidated Balance Sheets HTML 103K
16: R3 Consolidated Balance Sheets (Parenthetical) HTML 43K
17: R4 Consolidated Statements of Comprehensive Loss HTML 62K
18: R5 Consolidated Statements of Comprehensive Loss HTML 37K
(Parenthetical)
19: R6 Consolidated Statements of Stockholders' Equity HTML 73K
20: R7 Consolidated Statements of Cash Flows HTML 84K
21: R8 The Company HTML 28K
22: R9 Risks and Uncertainties HTML 25K
23: R10 Summary of Significant Accounting Policies HTML 74K
24: R11 Significant Strategic Collaborations HTML 47K
25: R12 Licensing Arrangements HTML 34K
26: R13 Property and Equipment, net HTML 31K
27: R14 Other Assets HTML 24K
28: R15 Accrued Expenses HTML 27K
29: R16 Fair Value Measurements HTML 26K
30: R17 Income Taxes HTML 74K
31: R18 Stockholders? Equity HTML 82K
32: R19 Share-Based Expense HTML 129K
33: R20 Employee Benefit Plans HTML 25K
34: R21 Commitments and Contingencies HTML 36K
35: R22 Related Party Transactions HTML 37K
36: R23 Subsequent Events HTML 27K
37: R24 Summary of Significant Accounting Policies HTML 124K
(Policies)
38: R25 Summary of Significant Accounting Policies HTML 24K
(Tables)
39: R26 Property and Equipment, net (Tables) HTML 29K
40: R27 Accrued Expenses (Tables) HTML 26K
41: R28 Income Taxes (Tables) HTML 60K
42: R29 Share-Based Expense (Tables) HTML 124K
43: R30 Commitments and Contingencies (Tables) HTML 31K
44: R31 Summary of Significant Accounting Policies HTML 27K
(Details)
45: R32 Summary of Significant Accounting Policies HTML 31K
(Details Narrative)
46: R33 Significant Strategic Collaborations (Details HTML 65K
Narrative)
47: R34 Licensing Arrangements (Details Narrative) HTML 50K
48: R35 Property and Equipment, net (Details) HTML 33K
49: R36 Property and Equipment, net (Details Narrative) HTML 22K
50: R37 Other Assets (Details Narrative) HTML 24K
51: R38 Accrued Expenses (Details) HTML 30K
52: R39 Fair Value Measurements (Details Narrative) HTML 25K
53: R40 Income Taxes (Details - Income by geographic HTML 37K
regions)
54: R41 Income Taxes (Details - Tax reconcilation) HTML 45K
55: R42 Income Taxes (Details - Deferred Tax Assets) HTML 60K
56: R43 Income Taxes (Details Narrative) HTML 40K
57: R44 Stockholders? Equity (Details Narrative) HTML 143K
58: R45 Share-Based Expense (Details - Share based HTML 27K
expense)
59: R46 Share-Based Expense (Details - Assumptions HTML 41K
Employee)
60: R47 Share-Based Expense (Details - Employee option HTML 71K
activity)
61: R48 Share-Based Expense (Details - Non-Vested employee HTML 47K
Option activity)
62: R49 Share-Based Expense (Details - Non-employee option HTML 71K
activity)
63: R50 Share-Based Expense (Details - Common stock HTML 37K
awards)
64: R51 Share-Based Expense (Details Narrative) HTML 69K
65: R52 Employee Benefit Plans (Details Narrative) HTML 25K
66: R53 Commitments and Contingencies (Details - Cash flow HTML 22K
Information)
67: R54 Commitments and Contingencies (Details - lease HTML 23K
information)
68: R55 Commitments and Contingencies (Details Narrative) HTML 33K
69: R56 Related Party Transactions (Details Narrative) HTML 40K
72: XML IDEA XML File -- Filing Summary XML 128K
70: XML XBRL Instance -- xenetic_i10k-123122_htm XML 1.10M
71: EXCEL IDEA Workbook of Financial Reports XLSX 132K
10: EX-101.CAL XBRL Calculations -- xbio-20221231_cal XML 125K
11: EX-101.DEF XBRL Definitions -- xbio-20221231_def XML 614K
12: EX-101.LAB XBRL Labels -- xbio-20221231_lab XML 822K
13: EX-101.PRE XBRL Presentations -- xbio-20221231_pre XML 744K
9: EX-101.SCH XBRL Schema -- xbio-20221231 XSD 132K
73: JSON XBRL Instance as JSON Data -- MetaLinks 385± 557K
74: ZIP XBRL Zipped Folder -- 0001683168-23-001674-xbrl Zip 416K
Exhibit 4.1
DESCRIPTION OF THE REGISTRANT’S SECURITIES
REGISTERED PURSUANT TO SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934
When used herein, the terms the “Company”, “we,” “our,” and “us” refer to Xenetic Biosciences, Inc.
The following summary describes our capital stock and the material provisions of our articles of incorporation, as amended, and our amended and restated bylaws. Because the following is only a summary, it does not contain all of the information that may be important to you. For a complete description, you should refer to our articles of incorporation, as amended, and our amended and restated bylaws, copies of which are incorporated by reference as exhibits to our Annual Report on Form 10-K.
DESCRIPTION OF CAPITAL STOCK
Our charter provides that we may issue up to 100,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), and 10,000,000 shares of preferred stock, $0.001 par value per share, 1,000,000 of which are designated as Series A Preferred Stock, 2,500,000 of which are designated as Series B Preferred Stock, and 6,500,000 of which shares of preferred stock are undesignated. Under Nevada law, stockholders are not generally liable for our debts or obligations.
DESCRIPTION OF COMMON STOCK
Voting Rights
Common Stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred stock, the holders of our Common Stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our Common Stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Our stockholders do not have cumulative voting rights in the election of directors. Holders of our Common Stock representing 50% of our capital stock issued, outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our charter.
Dividends
Subject to the preferential rights of any other class or series of shares of stock created from time to time by our board of directors from time to time, the holders of shares of our Common Stock will be entitled to such cash dividends, non-cumulative, as may be declared from time to time by our board of directors from funds available therefore. We will not pay any dividends on shares of Common Stock (other than dividends in the form of Common Stock) unless and until such time as we pay dividends on our preferred stock on an as-converted basis.
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Liquidation
Subject to the preferential rights of any other class or series of shares of stock created from time to time by our board of directors, upon liquidation, dissolution or winding up, the holders of shares of our Common Stock will be entitled to share ratably in the assets of the Company available for distribution to such holders.
Rights and Preferences
In the event of any merger or consolidation with or into another company in connection with which shares of our Common Stock are converted into or exchangeable for shares of stock, other securities or property (including cash), all holders of our Common Stock will be entitled to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our Common Stock have no pre-emptive, conversion, subscription or other rights and there are no redemption or sinking fund provisions applicable to our Common Stock. The rights, preferences and privileges of the holders of our Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of our preferred stock that we may designate in the future.
Fully Paid and Nonassessable
All of our outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable.
Exchange Listing
Our Common Stock is traded on the NASDAQ Capital Market under the trading symbol “XBIO.”
DESCRIPTION OF PURCHASE WARRANTS
The following summary of certain terms and provisions of warrants to purchase 2,300,000 shares of the Common Stock (the “Purchase Warrants”) is not complete and is subject to, and qualified in its entirety by the provisions of, the Purchase Warrants. For a complete description, you should refer to the form of Purchase Warrant, a copy of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K.
Exercisability
The Purchase Warrants are exercisable beginning on the date of original issuance and at any time up to the date that is five years after their original issuance. The Purchase Warrants will be exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of the shares of Common Stock underlying the Purchase Warrants under the Securities Act of 1933, as amended (the “Securities Act”) is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise. If a registration statement registering the issuance of the shares of Common Stock underlying the Purchase Warrants under the Securities Act is not effective or available and an exemption from registration under the Securities Act is not available for the issuance of such shares, the holder may, in its sole discretion, elect to exercise the Purchase Warrant through a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Purchase Warrant. In addition, the Purchase Warrant may be exercised on a cashless basis beginning 30 days from the pricing of the Purchase Warrant (“Cashless Date”) if the VWAP (as defined in the Purchase Warrant) of the Common Stock on any Trading Day (as defined in the Purchase Warrant) on or after the Cashless Date fails to exceed the exercise price in effect on such date (as may be subject to adjustment). The number of shares of Common Stock issuable in such cashless exercise shall equal the number of shares of Common Stock that would be issuable upon exercise of the Purchase Warrant in accordance with it terms if such exercise were by means of a cash exercise. No fractional shares of Common Stock will be issued in connection with the exercise of a Purchase Warrant. In lieu of fractional shares, we will pay the holder an amount in cash equal to the fractional amount multiplied by the exercise price.
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Exercise Limitation
A holder will not have the right to exercise any portion of the Purchase Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% (or, upon election of the holder, 9.99%) of the number of shares of our Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Purchase Warrants. However, any holder may increase or decrease such percentage, provided that any increase will not be effective until the 61st day after such election.
Exercise Price
The Purchase Warrants will have an exercise price of $13.00 per share. The exercise price is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting our Common Stock and also upon any distributions of assets, including cash, stock or other property to our stockholders.
Transferability
Subject to applicable laws, the Purchase Warrants may be offered for sale, sold, transferred or assigned without our consent.
Exchange Listing
The Purchase Warrants are traded on the NASDAQ Capital Market under the symbol “XBIOW.”
Fundamental Transactions
If a fundamental transaction occurs, then the successor entity will succeed to, and be substituted for us, and may exercise every right and power that we may exercise and will assume all of our obligations under the Purchase Warrants with the same effect as if such successor entity had been named in the Purchase Warrant itself. If holders of our Common Stock are given a choice as to the securities, cash or property to be received in a fundamental transaction, then the holder shall be given the same choice as to the consideration it receives upon any exercise of the Purchase Warrant following such fundamental transaction.
Rights as a Stockholder
Except as otherwise provided in the Purchase Warrants or by virtue of such holder’s ownership of shares of our Common Stock, the holder of a Purchase Warrant does not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the Purchase Warrant.
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ANTI-TAKEOVER EFFECTS
Certain provisions of the Company’s articles of incorporation, as amended, the Company’s amended and restated bylaws, and the Nevada Revised Statutes (the “NRS”) may be deemed to have an anti-takeover effect. Such provisions may delay, deter or prevent a tender offer or takeover attempt that a stockholder might consider to be in that stockholder’s best interests, including attempts that might result in a premium over the market price for the shares held by stockholders.
The NRS permits, if authorized by the Company’s articles of incorporation, as amended, the issuance of blank check preferred stock with preferences, limitations and relative rights determined by a corporation’s board of directors without stockholder approval.
The Company’s articles of incorporation, as amended, currently authorizes the issuance of blank check preferred stock, of which 6,500,000 preferred shares are available for future issuance in one or more series to be issued from time to time.
The Company has opted out of NRS 78.411 to 78.444, which prohibits Nevada corporations from engaging in any “combination” with an “interested stockholder” for a period of two years following the date that the stockholder became an “interested stockholder” unless prior to that time the Board of Directors of the corporation approved either the “combination” or the transaction which resulted in the stockholder becoming an “interested stockholder.”
Each of the foregoing may have the effect of preventing or rendering more difficult or costly, the completion of a takeover transaction that stockholders might view as being in their best interests.
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| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/22/23 | None on these Dates | ||
| For Period end: | 12/31/22 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/21/24 Xenetic Biosciences, Inc. 10-K 12/31/23 71:5.6M GlobalOne Filings Inc/FA |
