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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Xenetic Biosciences Inc | NASDAQ:XBIO | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.0623 | 1.62% | 3.8988 | 3.60 | 4.93 | 4.02 | 3.70 | 3.84 | 2,811 | 05:00:11 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
Xenetic Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
984015503
(CUSIP Number)
CLS Therapeutics LLC.
Attention: Georgy Tetz, CEO
180 Varick street
New York, NY 10014
(646) 617-3088
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 14, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☑
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 984015503 Citizenship
or Place of Organization United States Sole
Voting Power 85,000* Shared
Voting Power Sole
Dispositive Power 85,000* Shared
Dispositive Power Aggregate
Amount Beneficially Owned by Each Reporting Person 85,000 Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent
of Class Represented by Amount in Row (11) 5.6% (see Item 5) Type
of Reporting Person (See Instructions) OO CUSIP
No. 984015503 Citizenship
or Place of Organization Guernsey,
UK Sole
Voting Power 147,500* Shared
Voting Power Sole
Dispositive Power 147,500* Shared
Dispositive Power Aggregate
Amount Beneficially Owned by Each Reporting Person 147,500 Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ Percent
of Class Represented by Amount in Row (11) 9.7%
(see Item 5) Type
of Reporting Person (See Instructions) CO 2 CUSIP
No. 984015503 Citizenship
or Place of Organization Israel Sole
Voting Power Shared
Voting Power 147,500* Sole
Dispositive Power Shared
Dispositive Power 147,500* 3 CUSIP
No. 984015503 Citizenship
or Place of Organization United
States Sole
Voting Power Shared
Voting Power 147,500* Sole
Dispositive Power Shared
Dispositive Power 147,500* 4 CUSIP
No. 984015503 Citizenship
or Place of Organization United
States Sole
Voting Power Shared
Voting Power 147,500* Sole
Dispositive Power Shared
Dispositive Power 147,500* 5 CUSIP
No. 984015503 Citizenship
or Place of Organization United
Kingdom Sole
Voting Power 0 Shared
Voting Power 2,202
(See Item 5) Sole
Dispositive Power 0 Shared
Dispositive Power 2,202
(See Item 5) 6 (a)
Security: Common Stock, $.001 par value per share (b)
Issuer: Xenetic Biosciences, Inc. 945
Concord Street Framingham,
Massachusetts 01701 This
statement is filed by CLS Therapeutics, LLC, a Delaware limited liability company (“CLS LLC”), CLS Therapeutics Ltd., a
limited company organized under the laws of Guernsey, United Kingdom (“CLS”), and its beneficial holders as follows:
Dmitry Genkin (“Genkin”), Victor Tets (“VT”) and Georgy Tets (“GT”). Messrs. Genkin and Maguire
are former directors of the Issuer, and Mr. Maguire was formerly the chief executive officer of the Issuer. CLS LLC is an indirect wholly-owned subsidiary of CLS. The principal
business office of CLS LCC is 180 Varick street, New York, NY 10014. The principal business of CLS LLC is to develop biopharmaceuticals
for itself and under license. CLS is
a corporation formed under the laws of the Isle of Guernsey; the principal business office of CLS Ltd. is PO Box 175, Frances House,
Sir William Place, St Peter Port, Guernsey, GY1 4HQ, UK. The principal business of CLS is to develop biopharmaceuticals for itself
and under license. Genkin
is an individual with citizenship in Israel; the business address of Genkin is Piazzale Baracca 2, Milan, Italy. Mr. Genkin’s
principal occupation is as an investor and advisor to various pharmaceutical and life sciences ventures and as a Senior Director
Clinical Development of CLS. VT is
an individual with citizenship in Russia and permanent residence in the United States; the business address of VT is 180 Varick street,
New York, NY 10014. VT’s principal occupation is as an investor and advisor to various pharmaceutical and life sciences ventures
and as a Scientific Advisor to CLS. GT is
an individual with citizenship in Russia and permanent residence in the United States; the business address of GT is 180 Varick street,
New York, NY 10014. GT’s principal occupation is as an executive officer of CLS. The reporting
persons also include M. Scott Maguire; Mr. Maguire’s business address is 17 Ives Street, London, SW3 2ND, United Kingdom. Mr.
Maguire is a United Kingdom citizen. Mr. Maguire’s principal occupation is as an investor and advisor to various pharmaceutical
and life sciences ventures. In
the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or has been subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws. This
Schedule 13D is being filed by the reporting persons under a joint filing agreement as an administrative convenience. Each of CLS,
Genkin, VT and GT disclaims membership in a group or any relationship with Mr. Maguire which would constitute a group together with
Mr. Maguire, as the term “group” is defined in Rule 13d-5 under the Exchange Act of 1934, as amended (the “Exchange
Act”). Similarly, Mr. Maguire disclaims membership in a group or any relationship with CLS, Genkin, VT or GT which would constitute
a group together with CLS, Genkin, VT or GT, as the term “group” is defined in Rule 13d-5 under the Exchange Act. On April
26, 2022, CLS entered into (i) an Exclusive License Agreement with the Issuer dated as of April 26, 2022, and (ii) an Exclusive Sublicense
Agreement, pursuant to which shares in the Issuer were to be issued upon the occurrence of certain events (collectively, the “License
Agreements”). On April 26, 2022, CLS acquired 625,000 shares of Common Stock of the Issuer (the “First Issuance”).
On October 12, 2022, CLS acquired 850,000 shares of Common Stock of the Issuer (the “Second Issuance”) and subsequently
transferred the Second Issuance to CLS LLC. CLS is the
direct parent and owner of 100% of the issued and outstanding shares of CLS Therapeutics Inc., which is the direct parent and owner
of 100% of the issued and outstanding interests LLC. Collectively, Genkin, VT and GT beneficially own a majority of the issued and
outstanding shares of CLS and indirectly beneficially own the First Issuance and the Second Issuance (and as to which each disclaims
beneficial ownership). Effective May 15, 2023, the Issuer effected a 10-for-1 reverse stock
split. The shares of Common Stock held by CLS represent beneficial ownership in the aggregate of approximately 9.7%
of the issued and outstanding Common Stock of the Issuer, based on 1,516,660 shares of Common Stock issued and outstanding as of
May 15, 2023 as reported by the Issuer. Mr. Maguire
acquired his shares of Common Stock through joint share ownership plans (JSOPs) which were established for the benefit of Mr. Maguire
in 2010 and 2012 during his employment by and service as a director of the Issuer. Mr. Maguire resigned as an employee, officer and
director of the Issuer on August 9, 2017. The shares of Common Stock held by Mr. Maguire represent beneficial ownership in the aggregate
of approximately 0.01% of the issued and outstanding Common Stock of the Issuer, based on 1,516,660 shares of Common Stock issued
and outstanding as of May 15, 2023 as reported by the Issuer. 7 CLS
owns, directly and through its indirect wholly owned subsidiary CLS LLC, 1,475,000 shares of Common Stock as a result of issuances
in consideration of the License Agreements, which represents 9.7% of the Common Stock outstanding. CLS LLC owns 85,000 shares of
Common Stock as a result of such issuances, which represents 5.6% of the Common Stock outstanding. Collectively, Genkin, VT and GT
beneficially own a majority of the issued and outstanding shares of CLS and indirectly beneficially own the First Issuance and the
Second Issuance (and as to which each disclaims beneficial ownership). The voting and disposition of the shares of Common Stock
reported herein as beneficially owned by CLS and CLS LLC is controlled by the board of directors of CLS. The board of directors of CLS, collectively,
has sole voting power and sole dispositive power with respect to the shares of Common Stock which CLS and CLS LLC own, and none of
Genkin, VT or GT has any individual voting power or dispositive power with respect to the shares of Common Stock reported herein as
beneficially owned by CLS. Except for the members of the board of directors of CLS, no person has any voting power or dispositive
power with respect to the shares of Common Stock which are reported herein as beneficially owned by CLS. Mr. Maguire disclaims any
beneficial interest in the shares of Common Stock reported herein as beneficially owned by CLS. Mr. Maguire
individually participates in joint share ownership plans (JSOPs) together with JTC Group, established in 2010 and 2012, through which
Mr. Maguire beneficially owns 2,202 shares of Common Stock granted to Mr. Maguire as compensation, which represent 0.01% of the Common
Stock outstanding. Pursuant to the terms of the JSOPs, Mr. Maguire does not derive a pecuniary benefit from the shares of Common
Stock subject to the JSOP unless the share price exceeds certain thresholds. Under the provisions of the JSOPs, Mr. Maguire exercises
voting and dispositive power together with JTC Group; however, Mr. Maguire has, as a practical matter, substantial influence or discretion
in the voting and disposition of the shares subject to the JSOPs. The aggregate
percentage of shares of Common Stock reported as owned by each of the reporting persons is based on 1,516,660 shares of Common Stock
issued and outstanding as of May 15, 2023 as reported by the Issuer. There
are no contracts, arrangements or understandings between the reporting persons and any other person with respect to the securities
of the Issuer. This
Schedule 13D is being filed by the reporting persons under a joint filing agreement as an administrative convenience. Each of CLS
LLC, CLS, Genkin, VT and GT disclaims membership in a group or any relationship with Mr. Maguire which would constitute a group
together with Mr. Maguire, as the term “group” is defined in Rule 13d-5 under the Exchange Act. Similarly, Mr. Maguire
disclaims membership in a group or any relationship with CLS LLC, CLS, Genkin, GT or VT which would constitute a group together with
CLS, Genkin, VT or GT, as the term “group” is defined in Rule 13d-5 under the Exchange Act. 8 Signature After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct. /s/
Georgy Tets /s/
Dmitry Genkin /s/
Victor Tets /s/
Georgy Tets /s/
M. Scot Maguire ATTENTION Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). 9
1.
Names of Reporting
Persons.
CLS Therapeutics, LLC
2.
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☑
3.
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With7.
8.
9.
10.
11.
12.
13.
14.
*
CLS Therapeutics LLC, an indirect wholly-owned subsidiary of CLS Therapeutics Ltd., owns 85,000 shares of the Common Stock of the Issuer. As the ultimate parent of CLS Therapeutics LLC, CLS Therapeutics Ltd. may exercise voting and dispositive power over these shares.
1.
Names of Reporting
Persons.
CLS Therapeutics Ltd.
2.
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☑
3.
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With7.
8.
9.
10.
11.
12.
13.
14.
* CLS
Therapeutics LLC, an indirect wholly-owned subsidiary of CLS Therapeutics Ltd., owns 85,000
shares of the Common Stock of the Issuer. As the ultimate parent of CLS Therapeutics LLC,
CLS Therapeutics Ltd. may exercise voting and dispositive power over these shares.
1.
Names of Reporting
Persons.
Dmitry Genkin
2.
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☑
3.
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With7.
8.
9.
10.
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person
147,500
12.
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by
Amount in Row (11)
9.7% (see Item 5)
14.
Type of Reporting Person (See
Instructions)
IN
* Dmitry
Genkin along with the Victor Tets and Georgy Tets may exercise voting and dispositive power
over the shares. Mr. Genkin otherwise disclaims beneficial ownership of the shares.
1.
Names of Reporting Persons.
Victor Tets
2.
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☑
3.
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With7.
8.
9.
10.
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person
147,500
12.
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by
Amount in Row (11)
9.7% (see Item 5)
14.
Type of Reporting Person (See
Instructions)
IN
* Victor
Tets along with Dmitry Genkin and Georgy Tets may exercise voting and dispositive power over
the shares. Victor Tets otherwise disclaims beneficial ownership of the shares.
1.
Names of Reporting
Persons.
Georgy Tets
2.
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☑
3.
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With7.
8.
9.
10.
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person
147,500
12.
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by
Amount in Row (11)
9.7% (see Item 5)
14.
Type of Reporting Person (See
Instructions)
IN
* Dmitry
Genkin along with Victor Tets and Georgy Tets may exercise voting and dispositive power over
the shares. Georgy Tets otherwise disclaims beneficial ownership of the shares.
1.
Names of Reporting
Persons.
M. Scot Maguire
2.
Check the Appropriate Box if a
Member of a Group (See Instructions)
(a) ☐
(b) ☑
3.
4.
Source of Funds (See Instructions)
OO
5.
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
6.
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With7.
8.
9.
10.
11.
Aggregate Amount Beneficially
Owned by Each Reporting Person
2,202
12.
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐
13.
Percent of Class Represented by
Amount in Row (11)
0.01% (see Item 5)
14.
Type of Reporting Person (See
Instructions)
IN
Item 1.
Security and Issuer
Item 2.
Identity and Background
Item 3.
Source and Amount of Funds or Other Consideration
Item 4.
Purpose of Transaction
The shares of Common Stock were acquired by CLS as
an investment in consideration of the License Agreements. The Shares of Common Stock were acquired by Mr. Maguire as compensation
for services performed by Mr. Maguire as an officer and employee of the Issuer. The reporting persons may acquire additional
shares of Common Stock in one or more transactions in the future as approved, in the case of CLS, by its board of directors based
upon the reporting persons’ assessment, at the time of such acquisition (or such board approval, in the case of CLS), of the
investment opportunity represented by the shares of Common Stock relative to the then-prevailing market price. The reporting
persons have no current intention to sell any shares of Common Stock. Genkin, VT, GT and Mr. Maguire may communicate from
time to time with representatives of the Issuer regarding customary matters of interest to significant investors or the exercise
of their prerogatives as stockholders. The reporting persons may engage in customary investor communications and exercise
(or refrain from exercising) their rights as stockholders from time to time, including voting of their shares of Common Stock, participation
at stockholders meetings, submission of stockholder proposals and nominations, and exercise of their other prerogatives under the
Company’s articles of incorporation and by-laws and applicable SEC rules.
Item 5.
Interest in Securities of the Issuer
Item 6.
Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Item 7.
Material to be Filed as Exhibits
1.
Joint Filing Agreement, dated June 14, 2023
June
14, 2023
Date
CLS
Therapeutics, LLC
Signature
Georgy
Tets, MD, PhD, Chief Executive Officer
Name/Title
CLS Therapeutics Ltd.
/s/ Georgy Tets
Signature
Georgy Tets, MD, PhD, Director
Name/Title
Signature
Dmitry
Genkin
Name
Signature
Victor
Tets
Name
Signature
Georgy
Tets, MD, PhD
Name
Signature
M.
Scot Maguire
Name
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