UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 10-K/A
Amendment No. 2
(Mark One) x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2013 | |
| o | TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to | |
Commission File Number: 333-178082
XENETIC BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation or organization) | 45-2952962 (IRS Employer Identification No.) |
99 Hayden Ave, Suite 230
Lexington, Massachusetts 02421
(Address of principal executive offices and zip code)
781-778-7720
(Registrant’s telephone number, including area code)
Title of Each Class None | Name of Each Exchange on Which Registered None |
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes o No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes o No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days): Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files): Yes x No o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K: Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | o | Accelerated filer | o | |||||
| Non-accelerated filer | o | Smaller reporting company | x | |||||
| (Do not check if a smaller reporting company) |
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2): Yes o¨ No x
The approximate aggregate market value of voting common stock held by non-affiliates of the registrant, based upon the last sale price of the registrant’s common stock on the last business day of the registrant’s most recently completed second fiscal quarter June 30, 2013 (based upon the shares of common stock at the closing sale price of the registrant’s common stock listed as reported on the OTC Bulletin Board), was approximately $700,000. Note, however, that this was prior to the Acquisition described herein.
As of April 15, 2015 the number of outstanding shares of the registrant’s common stock was 146,740,692.
DOCUMENTS INCORPORATED BY REFERENCE
The registrant intends to file a proxy statement pursuant to Regulation 14A or a Form 10-K/A, not later than 120 days after the close of the fiscal year ended December 31, 2013. Portions of such proxy statement or Form 10-K/A are incorporated by reference into Part III of this Annual Report on Form 10-K.
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 2 on Form 10-K/A (“Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 (“Form 10-K” as further amended in Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) to adjust the redactions previously included on Exhibits 10.1 through 10.4, Exhibits 10.08 through 10.21, and Exhibit 10.23 .
Except as described above, there have been no other changes to the Annual Report filed on Form 10-K filed with the SEC on April 15, 2014 and Amendment No. 1 filed with the SEC on April 30, 2014. This Form 10-K/A does not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-K/A speaks only as of the date the Form 10-K was filed, and the Registrant has not undertaken herein to amend, supplement or update any information contained in the Form 10-K to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the Form 10-K.
Unless otherwise noted, all historical information presented in this Form 10-K/A reflects the operations of Xenetic Biosciences plc (“Xenetic UK”), the accounting acquirer of Xenetic Biosciences, Inc. (the “Company”) in a reverse acquisition transaction that was completed on January 23, 2014 (the “Acquisition”).
PART IV
ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (b) | Exhibits:The attached list of exhibits in the “Exhibit Index” immediately preceding the exhibits to this Annual Report on Form 10-K is incorporated herein by reference in response to this item. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| XENETIC BIOSCIENCES, INC. | ||||||
| February 18, 2015 | By: | /s/ Michael Scott Maguire | ||||
| Michael Scott Maguire | ||||||
| Chief Executive Officer and President | ||||||
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Xenetic Biosciences, Inc., hereby severally constitute and appoint Michael Scott Maguire and Colin William Hill, and each of them singly, our true and lawful attorneys, with full power to them and each of them singly, to sign for us in our names in the capacities indicated below, all amendments to this report, and generally to do all things in our names and on our behalf in such capacities to enable Xenetic Biosciences, Inc. to comply with the provisions of the Securities Exchange Act of 1934, as amended, and all requirements of the Securities and Exchange Commission.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated below on the 18th day of February, 2015.
Signature | Title(s) | |
| /s/ Michael Scott Maguire | ||
| Michael Scott Maguire | President, Chief Executive Officer and Director (Principal Executive Officer) | |
| /s/ Colin William Hill | ||
| Colin William Hill | Chief Financial Officer (Principal Financial and Accounting Officer) | |
| /s/ Firdaus Jal Dastoor FCS | ||
| Firdaus Jal Dastoor FCS | Director | |
| /s/ Artur Isaev | ||
| Artur Isaev | Director | |
| /s/ Dr. Timothy R. Coté | ||
| Dr. Timothy R. Coté | Director | |
| /s/ Darlene Deptula-Hicks | ||
| Darlene Deptula-Hicks | Director | |
| /s/ Mark Leuchtenberger | ||
| Mark Leuchtenberger | Director | |
| /s/ Roman Knyazev | ||
| Roman Knyazev | Director | |
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EXHIBIT INDEX
| EXHIBIT NUMBER | DESCRIPTION | |
| 3.1 | Articles of Incorporation (1) | |
| 3.2 | Certificate of Amendment to Articles of Incorporation (2) | |
| 3.3 | Certificate of Amendment to Articles of Incorporation (3) | |
| 3.4 | Bylaws (1) | |
| 9.1 | Scheme of Arrangement (including the Equivalent Document) (4) | |
| 9.2 | Announcement of Recommended Offer for shares of Xenetic Biosciences plc (5) | |
| 9.3 | Agreement of Conveyance, Transfer and Assignment of Subsidiaries and Assumption of Obligations (6) | |
| 10.1 * | Employment Agreement, dated November 3, 2009, between Lipoxen plc and Michael Scott Maguire ** | |
| 10.2 * | Employment Agreement, dated July 2, 2007, between Lipoxen plc and Colin W. Hill ** | |
| 10.3 * | Form of Lease for Ledgemont Research Center, Lexington, Massachusetts dated August 1, 2013 between One Ledgemont LLC and Xenetic Bioscience, Incorporated | |
| 10.4 * | Form of Lease relating to 3rd Floor Rear, Greener House, 68 Haymarket, London SW1 dated March 20, 2012 between Her Majesty the Queen, The Crown Estate Commissioners and Xenetic Biosciences plc | |
| 10.5 | Form of Rules of the Lipoxen plc Unapproved Share Option Plan dated July 18, 2000 (as amended by a resolution of the board of directors of Lipoxen plc passed on March 14, 2006) (7) | |
| 10.6 | Form of Xenetic Biosciences plc 2007 Share Option Scheme and US Addendum (as established in 2007 and by resolution of shareholders in 2010 and awarded by board resolution in 2012) (7) | |
| 10.7 | Form of Xenetic Biosciences, Inc. Equity Incentive Plan, effective January 23, 2014 (7) | |
| 10.8 * | Stock Purchase Agreement, dated January 29, 2014, between Xenetic Biosciences, Inc. and Baxter Healthcare SA | |
| 10.9 * | Stock Purchase Agreement Amendment, dated February 14, 2014, between Xenetic Biosciences, Inc. and Baxter Healthcare SA | |
| 10.10 * | Exclusive Research, Development and License Agreement, dated August 15, 2005, between Lipoxen Technologies Ltd and Baxter Healthcare SA and Baxter Healthcare Corporation | |
| 10.11 * | Letter Agreement, dated December 11, 2006, between Lipoxen Technologies Ltd, Baxter Healthcare SA and Baxter Healthcare Corporation and Serum Institute of India Limited | |
| 10.12 * | Amendment to the Exclusive Research, Development and License Agreement, dated December 13, 2006, between Lipoxen Technologies Ltd and Baxter Healthcare SA and Baxter Healthcare Corporation | |
| 10.13 * | Second Amendment to the Exclusive Research, Development and License Agreement, dated May 28, 2009, between Lipoxen Technologies Ltd and Baxter Healthcare SA and Baxter Healthcare Corporation | |
| 10.14 * | Amendment Number Four to the Exclusive Research, Development and License Agreement, dated August 10, 2010, between Lipoxen Technologies Ltd and Baxter Healthcare SA and Baxter Healthcare Corporation | |
| 10.15 * | Amendment Number Five to the Exclusive Research, Development and License Agreement, dated September 15, 2010, between Lipoxen Technologies Ltd and Baxter Healthcare SA and Baxter Healthcare Corporation | |
| 10.16 * | Form of Sixth Amendment to the Exclusive Research, Development and License Agreement, dated January 29, 2014, between Lipoxen Technologies Ltd and Baxter Healthcare SA and Baxter Healthcare Corporation | |
| 10.17 | Novotech Master Clinical Research Services Agreement, dated February 6, 2013 (7) | |
| 10.18 * | Agreement on Co-Development and the Terms of Exclusive License dated August 4, 2011 between Lipoxen plc and SynBio LLC | |
| 10.19 * | Subscription Agreement in respect of ordinary shares in the capital of Lipoxen plc dated August 4, 2011 between SynBio LLC and Lipoxen plc | |
| 10.20 * | Collaboration, License and Development Agreement, dated November 11, 2009, between OJSC Pharmsynthez and Lipoxen Technologies Ltd | |
| 10.21 * | Exclusive Patent and Know How License and Manufacturing Agreement, dated August 4, 2011, between Lipoxen plc, Lipoxen Technologies Ltd and Serum Institute of India Limited | |
| 10.22 | Director Appointment Agreement, dated January 23, 2014, between SynBio LLC and Xenetic Biosciences, Inc. (7) | |
| 10.23 * | Form of Employment Agreement, dated April 30, 2012, between Xenetic Bioscience, Incorporated and Dr. Henry Hoppe IV. | |
| 31.1 * | Certification of Michael Scott Maguire, Chief Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 31.2 * | Certification of Colin W. Hill, Chief Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | |
| 32.1 * | Certifications of Michael Scott Maguire, Chief Executive Officer, and Colin William Hill, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
| (1) | Incorporated by reference to Registration Statement on Form S-1 filed November 21, 2011 | |
| (2) | Incorporated by reference to Current Report on Form 8-K filed February 12, 2013 | |
| (3) | Incorporated by reference to Current Report on Form 8-K filed February 27, 2013 | |
| (4) | Incorporated by reference to Current Report on Form 8-K filed November 25, 2013 | |
| (5) | Incorporated by reference to Current Report on Form 8-K filed November 13, 2013 | |
| (6) | Incorporated by reference to Annual Report on Form 10-K filed November 27, 2013 | |
| (7) | Incorporated by reference to Annual Report on Form 10-K filed April 15, 2014 | |
| * | Exhibit filed with this report | |
| ** | Management contract or compensatory plan | |
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