What changed in this filing

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Item 9A. Controls and Procedures

2024-03-21 compared with 2023-03-22 · 78 added, 115 removed, 170 unchanged (53% of the section changed)

59 unchanged sentences

ITEM 9B – OTHER INFORMATION

Scripps Research

On March 17, 2023, the Company and Scripps Research

entered into a Research Funding and Option Agreement (the “Agreement”), pursuant to which the Company has agreed to provide

Scripps Research an aggregate of up to $938,000 to fund research relating to advancing the pre-clinical development of the Company’s

DNase oncology platform technology.

The research funding is payable by the Company to Scripps Research on a monthly basis in accordance

with a negotiated budget, which provides for an initial payment of approximately $78,000 on the date of the Agreement and subsequent monthly

payments of approximately $78,000 over a 12-month period.

Under the Agreement, the Company has the option to acquire a worldwide exclusive

license to Scripps Research’s rights in the Technology or Patent Rights (as defined in the Agreement), as well as a non-exclusive,

royalty-free, non-transferrable license to make and use TSRI Technology (as defined in the Agreement) solely for the Company’s internal

research purposes during the performance of the research program contemplated by the Agreement.

Unless earlier terminated, the term of the Agreement continues from

the date of the Agreement for fifteen (15) months.

The Agreement may be terminated by the Company with 30 days advance written notice

to Scripps Research beginning six (6) months after the Effective Date (as defined in the Agreement) or by Scripps Research if the Company

fails to make timely payments due under the Agreement, subject to 30 days’ written notice to cure such nonpayment.

The Agreement

may further be terminated by either party in the event of the other party’s uncured failure to perform any obligations under the

Agreement or the bankruptcy of the other party.

A copy of the Agreement

will be filed as an exhibit to the Company’s quarterly report on From 10-Q for the three month period ending March 31, 2023.

During the quarter ended December 31, 2023, no

director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term

is defined in Item 408(a) of Regulation S-K.

ITEM 9C – DISCLOSURE REGARDING FOREIGN

35 unchanged sentences

All schedules are omitted because they are not applicable or not required, or because the required information is shown either in the consolidated financial statements or in the notes thereto.

exhibits which are filed or furnished with this Annual Report on Form 10-K or which are incorporated herein by reference are set

forth in the Exhibit Index beginning on page 72 which is incorporated herein by reference.

The exhibits which are filed or furnished with this Annual Report on Form 10-K or which are incorporated herein by reference are

set forth in the Exhibit Index beginning on page 67 which is incorporated herein by reference.

ITEM 16 – FORM 10-K SUMMARY

1 unchanged sentence

EXHIBIT INDEX

of Incorporation

of Amendment to Articles of Incorporation

of Change Pursuant to NRS 78.209

of Amendment to Articles of Incorporation

and Restated Bylaws

of Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock

Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock

of Change Pursuant to NRS 78.209

of Amendment to Articles of Incorporation

Exhibit Index

Articles of Incorporation

Certificate of Amendment to Articles of Incorporation

Certificate of Change Pursuant to NRS 78.209

Certificate of Amendment to Articles of Incorporation

Amended and Restated Bylaws

Form of Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock

Second Amended and Restated Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock

Certificate of Change Pursuant to NRS 78.209

Certificate of Amendment to Articles of Incorporation

Certificate of Change to Articles of Incorporation

Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

of Common Stock Certificate of the Registrant

Rights Agreement, dated July 1, 2015, between Xenetic Bioscience, Inc.

and OJSC Pharmsynthez

of First Amendment to Registration Rights Agreement

of Common Stock Purchase Warrant

of Series A Warrant

of Amended and Restated Xenetic Biosciences, Inc.

Form of Common Stock Certificate of the Registrant

Form of Common Stock Purchase Warrant

Form of Series A Warrant

Exhibit Index

Form of Amended and Restated Xenetic Biosciences, Inc.

Equity Incentive Plan, as amended, effective as of December 7, 2021

on Co-Development and the Terms of Exclusive License dated August 4, 2011 between Lipoxen plc, Lipoxen Technologies LTD and SynBio

Novation of Agreement on Co-Development and the Terms

of Exclusive License, dated December 17, 2021, between Xenetic Biosciences (UK) Limited (formerly Lipoxen plc), Lipoxen Technologies

Limited, SynBio LLC and Public Joint-Stock Company Pharmsynthez

Exclusive License Agreement, dated December 20, 2021,

between Lipoxen Technologies Limited and Public Joint-Stock Company Pharmsynthez

Agreement in respect of ordinary shares in the capital of Lipoxen plc dated August 4, 2011 between SynBio LLC and Lipoxen plc

Collaboration,

License and Development Agreement, dated November 11, 2009, between Pharmsynthez ZAO and Lipoxen Technologies Ltd.

Patent and Know How License and Manufacturing Agreement, dated August 4, 2011, between Lipoxen plc, Lipoxen Technologies Ltd and

Serum Institute of India Limited

Property Assignment between Dmitry Genkin, FDS Pharma, Lipoxen Technologies Limited and Xenetic Biosciences Inc.

Agreement, dated December 1, 2016, between Xenetic Biosciences, Inc.

and Jeffrey Eisenberg

Agreement, dated January 1, 2017 between Xenetic Biosciences, Inc.

Agreement on Co-Development and the Terms of Exclusive License dated August 4, 2011 between Lipoxen plc, Lipoxen Technologies LTD and SynBio LLC

Novation of Agreement on Co-Development and the Terms of Exclusive License, dated December 17, 2021, between Xenetic Biosciences (UK) Limited (formerly Lipoxen plc), Lipoxen Technologies Limited, SynBio LLC and Public Joint-Stock Company Pharmsynthez

Exclusive License Agreement, dated December 20, 2021, between Lipoxen Technologies Limited and Public Joint-Stock Company Pharmsynthez

Subscription Agreement in respect of ordinary shares in the capital of Lipoxen plc dated August 4, 2011 between SynBio LLC and Lipoxen plc

Collaboration, License and Development Agreement, dated November 11, 2009, between Pharmsynthez ZAO and Lipoxen Technologies Ltd.

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

Intellectual Property Assignment between Dmitry Genkin, FDS Pharma, Lipoxen Technologies Limited and Xenetic Biosciences Inc.

Employment Agreement, dated January 1, 2017 between Xenetic Biosciences, Inc.

and Curtis Lockshin

Agreement, dated March 23, 2017 between Xenetic Biosciences, Inc.

of Indemnity Agreement by and between Xenetic Biosciences, Inc.

Employment Agreement, dated March 23, 2017 between Xenetic Biosciences, Inc.

Form of Indemnity Agreement by and between Xenetic Biosciences, Inc.

and each of its directors and executive officers

and Restated Employment Agreement, dated October 26, 2017, between Xenetic Biosciences, Inc.

Amended and Restated Employment Agreement, dated October 26, 2017, between Xenetic Biosciences, Inc.

and Jeffrey Eisenberg

to Sublicense Agreement, dated October 27, 2017, by and among Xenetic Biosciences, Inc., Baxalta Incorporated, Baxalta US Inc., and

Agreement between Xenetic Biosciences, Inc.

Right to Sublicense Agreement, dated October 27, 2017, by and among Xenetic Biosciences, Inc., Baxalta Incorporated, Baxalta US Inc., and Baxalta GmbH

Assignment Agreement between Xenetic Biosciences, Inc.

and OPKO Pharmaceuticals, LLC, dated March 1, 2019

Amendment to Assignment Agreement dated June 7, 2019

Amendment to Assignment Agreement dated June 24, 2019

Amendment to Assignment Agreement dated July 15, 2019

of Consent Agreement by and among Xenetic Biosciences, Inc.

First Amendment to Assignment Agreement dated June 7, 2019

Second Amendment to Assignment Agreement dated June 24, 2019

Third Amendment to Assignment Agreement dated July 15, 2019

Form of Consent Agreement by and among Xenetic Biosciences, Inc.

and certain purchasers dated June 24, 2019

Agency Agreement, between Xenetic Biosciences, Inc.

Warrant Agency Agreement, between Xenetic Biosciences, Inc.

and Empire Stock Transfer, Inc.

dated July 19, 2019

Agreement by and among Xenetic Biosciences, Inc.

Consent Agreement by and among Xenetic Biosciences, Inc.

and certain purchasers dated July 16, 2019

of Letter Agreement re.

Form of Letter Agreement re.

Appointment of Non – Employee, Independent Director of Xenetic Biosciences, Inc.

of Xenetic Biosciences, Inc.

Form of Xenetic Biosciences, Inc.

Stock Option Grant Notice

Biosciences, Inc.

Xenetic Biosciences, Inc.

Stock Option Grant Notice, dated December 4, 2019, between Jeffrey Eisenberg and Xenetic Biosciences, Inc.

Funding and Option Agreement, dated May 15, 2020, between the Company and the Scripps Research Institute

Service Agreement, dated June 12, 2020, between the Company and PJSC Pharmsynthez

Amendment Number One to the Master Services Agreement,

dated October 12, 2021, between the Company and PJSC Pharmsynthez

Second Work Order to Master Service Agreement, dated

October 12, 2021, between the Company and PJSC Pharmsynthez

of Securities Purchase Agreement, dated July 26, 2021, by and among the Company and the other parties thereto

of Registration Rights Agreement, dated July 26, 2021, by and among the Company and the other parties thereto

of Letter Agreement by and between Xenetic Biosciences, Inc.

and the Holders, dated November 15, 2021

The Market Offering Agreement by and between Xenetic Biosciences, Inc.

Exhibit Index

Form of Securities Purchase Agreement, dated July 26, 2021, by and among the Company and the other parties thereto

At The Market Offering Agreement by and between Xenetic Biosciences, Inc.

Wainwright & Co., LLC, dated November 19, 2021

Exclusive Sublicense Agreement, dated April 26, 2022,

between Xenetic Biosciences, Inc.

Exclusive Sublicense Agreement, dated April 26, 2022, between Xenetic Biosciences, Inc.

and CLS Therapeutics LTD

Exclusive License Agreement, dated April 26, 2022,

between Xenetic Biosciences, Inc.

Exclusive License Agreement, dated April 26, 2022, between Xenetic Biosciences, Inc.

and CLS Therapeutics LTD

Form of Subscription Agreement, dated April 26, 2022,

between Xenetic Biosciences, Inc.

Form of Subscription Agreement, dated April 26, 2022, between Xenetic Biosciences, Inc.

and CLS Therapeutics LTD

Statement of Work, dated June 30, 2022, between Xenetic

Biosciences, Inc.

Statement of Work, dated June 30, 2022, between Xenetic Biosciences, Inc.

and Catalent Pharma Solutions, LLC

Research Funding and Option Agreement, dated March 17, 2023, between the Company and the Scripps Research Institute

List of Subsidiaries

4 unchanged sentences

Certification of Principal Executive Officer and Principal Financial Officer, as required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 36 of Title 18 of the United States Code (18 U.S.C.

Policy Regarding the Mandatory Recovery of Compensation

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension

Schema Document.

Inline XBRL Taxonomy Extension

Calculation Linkbase Document.

Inline XBRL Taxonomy Extension

Definition Linkbase Document.

Inline XBRL Taxonomy Extension

Label Linkbase Document.

Inline XRBL Taxonomy Extension

Presentation Linkbase Document.

Cover Page Interactive

Data File (embedded within the Inline XBRL document)

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XRBL Taxonomy Extension Presentation Linkbase Document.

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

Indicates a management contract or any compensatory

27 unchanged sentences

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 22nd day of March, 2023.

/s/ JEFFREY F.

the capacities indicated below on the 21st day of March, 2024.

Chief Executive Officer and Director

1 unchanged sentence

March 21, 2024

/s/ JAMES PARSLOW

JAMES PARSLOW

Chief Financial Officer

James Parslow

(Principal Financial Officer and Principal Accounting Officer )

/s/ GRIGORY BORISENKO

(Principal Financial Officer and Principal Accounting

March 21, 2024

GRIGORY BORISENKO

/s/ JAMES CALLAWAY

Grigory Borisenko

March 21, 2024

JAMES CALLAWAY

James Callaway

March 21, 2024

/s/ FIRDAUS JAL DASTOOR

FIRDAUS JAL DASTOOR

Firdaus Jal Dastoor

March 21, 2024

/s/ ROGER KORNBERG

/s/ Dmitry Genkin

Dmitry Genkin

March 21, 2024

ROGER KORNBERG

Roger Kornberg

March 21, 2024

/s/ ADAM LOGAL

March 21, 2024

/s/ ALEXEY VINOGRADOV

Moshe Mizrahy

March 21, 2024

ALEXEY VINOGRADOV

Alexey Vinogradov

March 21, 2024

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures