Form 8-K

8-K — Xenetic Biosciences, Inc.

Accession: 0001683168-26-003766

Filed: 2026-05-13

Period: 2026-05-13

CIK: 0001534525

SIC: 2834 (PHARMACEUTICAL PREPARATIONS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — xenetic_8k.htm (Primary)

EX-99.1 — PRESS RELEASE DATED MAY 13, 2026 (xenetic_ex9901.htm)

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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): May 13,

2026

________________________

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.)

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

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 2.02.

Results of Operations and Financial Condition.

On May 13, 2026, Xenetic Biosciences, Inc. (the

“Company”) issued a press release announcing results for the three months ended March 31, 2026.

The full text of the press release is furnished

as Exhibit 99.1 to this Current Report on Form 8-K and hereby incorporated in this Item 2.02 by reference. The information in this Item

2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange

Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended,

except as shall be expressly set forth by specific reference in such filing.

FORWARD-LOOKING STATEMENTS

This Form 8-K, including the press release, contains

forward-looking statements that we intend to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act

of 1995. All statements contained in this Form 8-K, including the press release, other than statements of historical facts may constitute

forward-looking statements within the meaning of the federal securities laws. These statements can be identified by words such as “expects,”

“plans,” “projects,” “will,” “may,” “anticipates,” “believes,”

“should,” “intends,” “estimates,” and other words of similar meaning. Any forward-looking statements

contained herein are based on current expectations, and are subject to a number of risks and uncertainties. Many factors could cause our

actual activities, performance, achievements or results to differ materially from the activities and results anticipated in forward-looking

statements. These risks and uncertainties include those described in the “Risk Factors” section as detailed from time to time

in the Company’s reports filed with the Securities and Exchange Commission (“SEC”), including the Company’s annual

report on Form 10-K, periodic quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. In addition,

forward-looking statements may also be adversely affected by general market factors, general economic and business conditions, including

potential adverse effects of public health issues and geopolitical events, such as the conflicts in the Ukraine and in the Middle East,

on economic activity, competitive product development, product availability, federal and state regulations and legislation, the regulatory

process for new product candidates and indications, manufacturing issues that may arise, patent positions, litigation, and shareholder

activism, among other factors. The forward-looking statements contained in this Form 8-K, including the press release, speak only as of

the date the statements were made, and the Company does not undertake any obligation to update forward-looking statements, except as required

by law.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Press Release dated May 13, 2026 pertaining to the financial results of the Company for the three months ended March 31, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: May 13, 2026

Name:

James Parslow

Title:

Interim Chief Executive Officer and Chief Financial Officer

EX-99.1 — PRESS RELEASE DATED MAY 13, 2026

EX-99.1

Filename: xenetic_ex9901.htm · Sequence: 2

Exhibit 99.1

Xenetic Biosciences

Reports First Quarter 2026 Financial Results and Highlights

Continued Advancement of DNase Oncology Platform

Advancements

across investigator-initiated studies, translational research and

manufacturing activities supporting future clinical development

Strengthened financial profile with continued royalty revenue growth

Ended first quarter 2026 with approximately $7.3 million in cash while continuing

evaluation of strategic

alternatives to maximize shareholder value

FRAMINGHAM,

MA – (May 13, 2026) – Xenetic Biosciences,

Inc. (NASDAQ: XBIO) (“Xenetic” or the “Company”), a biopharmaceutical

company focused on advancing innovative immuno-oncology technologies addressing difficult to treat cancers, today reported its

financial results for the quarter ended March 31, 2026 and provided a corporate update on the advancement of its innovative DNase oncology

platform.

Recent Highlights

· Generated robust translational data supporting the DNase I platform across

multiple oncology settings

· Completed process improvement and analytical development activities supporting

future clinical manufacturing readiness

· Established translational and biomarker insights intended to help inform

and de-risk future clinical trial design

· Collaboration partner received approval from Israeli Ministry of Health to

conduct investigator-initiated exploratory study of DNase I in combination with anti-CD19 CAR T cells in large B-cell lymphoma

“We entered 2026 with a clear focus on advancing

the translational, manufacturing and clinical foundation of our DNase I platform while maintaining financial discipline,” said James

Parslow, Interim Chief Executive Officer and Chief Financial Officer of Xenetic. “During the quarter, we achieved important progress

across investigator-initiated studies, translational research and manufacturing readiness activities. We believe the growing body of translational

evidence supporting NET-targeting approaches, combined with the expanding understanding of NETs as drivers of tumor progression, immune

suppression and therapy resistance, continues to strengthen the potential opportunity for DNase I as a differentiated adjunctive immuno-oncology

therapy across multiple cancer settings.”

Xenetic’s proprietary DNase technology is

being developed as a potential adjunctive therapeutic approach designed to improve the effectiveness of existing cancer treatments, including

immunotherapies, through the targeting of NETs, which are increasingly recognized as key drivers of immune suppression and therapeutic

resistance within the tumor microenvironment.

Summary of Financial Results for First Quarter

2026

Royalty revenue for the three months ended March 31, 2026 increased approximately 36% to approximately $0.8 million, compared to approximately

$0.6 million for the comparable prior year period, primarily driven by increased royalty payments recognized under the Company’s

sublicense agreement with Takeda Pharmaceuticals Co. Ltd.

Research and development expenses for the three

months ended March 31, 2026 decreased approximately 25% to approximately $0.7 million from approximately $0.9 million for the comparable

prior year period, primarily due to lower preclinical and exploratory study costs, partially offset by increased manufacturing development

efforts supporting the Company’s DNase I program.

General and administrative expenses for the

three months ended March 31, 2026 decreased by approximately 1.4%, to approximately $0.6 million from approximately $0.7 million in

the comparable quarter in 2025. The decrease was primarily due to a decrease in personnel costs and share-based expenses related to

our interim Chief Executive Officer substantially offset by an increase in legal expenses related to our strategic review process

during the first quarter of 2026 compared to the same period in 2025.

Net loss for the quarter ended March 31, 2026

decreased approximately 49% to approximately $0.5 million, compared to approximately $0.9 million for the same period in 2025.

The Company ended the first quarter of 2026 with

approximately $7.3 million in cash and cash equivalents, compared to approximately $7.9 million as of December 31, 2025.

About Xenetic Biosciences

Xenetic Biosciences, Inc. is a biopharmaceutical

company focused on advancing innovative immuno-oncology technologies addressing difficult to treat cancers. The Company's proprietary

DNase technology is designed to improve outcomes of existing treatments, including immunotherapies, by targeting neutrophil extracellular

traps (NETs), which are involved in cancer progression. Xenetic is currently focused on advancing its systemic DNase program into the

clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors.

For more information, please visit the Company's website at www.xeneticbio.com and

connect on X, LinkedIn,

and Facebook.

Forward-Looking Statements

This press release contains forward-looking statements

that we intend to be subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements contained

in this press release other than statements of historical facts may constitute forward-looking statements within the meaning of the federal

securities laws. These statements can be identified by words such as "expects," "plans," "projects," "will,"

"may," "anticipates," "believes," "should," "intends," "estimates," "remain,"

"focus", "confidence in", "potential", "continues", "warrants", and other words of similar

meaning, including, but not limited to, all statements regarding future clinical development, manufacturing readiness and trial design,

our focus on advancing innovative immuno-oncology technologies addressing difficult to treat cancers, the DNase platform improving outcomes

of existing treatments, including immunotherapies, by targeting neutrophil extracellular traps (NETs), which are involved in cancer progression,

our belief regarding strengthening the potential opportunity for DNase I as an adjunctive therapy across multiple cancer settings and

our focus on advancing DNase into the clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid

tumors. Any forward-looking statements contained herein are based on current expectations and are subject to a number of risks and uncertainties.

Many factors could cause our actual activities, performance, achievements, or results to differ materially from the activities and results

anticipated in forward-looking statements. Important factors that could cause actual activities, performance, achievements, or results

to differ materially from such plans, estimates or expectations include, among others, (1) unexpected costs, charges or expenses resulting

from our manufacturing and collaboration agreements; (2) unexpected costs, charges or expenses resulting from the licensing of the DNase

platform; (3) uncertainty of the expected financial performance of the Company following the licensing of the DNase platform; (4) failure

to realize the anticipated potential of the DNase or PolyXen technologies; (5) the ability of the Company to obtain funding and implement

its business strategy; (6) risks and uncertainties as to the outcome and timing of the strategic review process being conducted by the

Board and a special independent committee thereof, including the possibility that the Board may decide not to undertake a strategic alternative

following the evaluation process, the Company's inability to consummate any proposed strategic alternative resulting from the review due

to, among other things, market, regulatory and other factors, the potential for disruption to our business resulting from the review process,

and potential adverse effects on the Company's stock price from the announcement, suspension or consummation of the evaluation process

and the results thereof, as well as risks and uncertainties related to the potential impacts of consummation of a strategic transaction

on the Company's current business operations, anticipated business strategy and product development plans; and (7) other risk factors

as detailed from time to time in the Company's reports filed with the SEC, including its annual report on Form 10-K, periodic quarterly

reports on Form 10-Q, current reports on Form 8-K and other documents filed with the SEC. The foregoing list of important factors is not

exclusive. In addition, forward-looking statements may also be adversely affected by general market factors, general economic and business

conditions, including potential adverse effects of public health issues, and geopolitical events, such as the conflicts in Ukraine and

in the Middle East, on economic activity, competitive product development, product availability, federal and state regulations and legislation,

the regulatory process for new product candidates and indications, manufacturing issues that may arise, patent positions, litigation,

and shareholder activism, among other factors. The forward-looking statements contained in this press release speak only as of the date

the statements were made, and the Company does not undertake any obligation to update forward-looking statements, except as required by

law.

Contact:

JTC Team, LLC

Jenene Thomas

(908) 824-0775

xbio@jtcir.com

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