What changed in this filing

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Item 9A. Controls and Procedures

2025-03-18 compared with 2024-03-21 · 47 added, 54 removed, 194 unchanged (34% of the section changed)

3 unchanged sentences

Our management, with

the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and

procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

as of the end of the period covered by this Annual Report on Form 10-K.

the participation of our Interim Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls

and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange

Act”), as of the end of the period covered by this Annual Report on Form 10-K.

Based on this evaluation

our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2023, our disclosure

controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information

we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our

management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate,

our management, including our Interim Chief Executive Officer and Chief Financial Officer, concluded that, as of December 31, 2024, our

disclosure controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that

information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and

reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated

to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate,

to allow timely decisions regarding required disclosure.

3 unchanged sentences

Exchange Act.

Management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer,

conducted an assessment of the design and effectiveness of our internal control over financial reporting as of the end of the period covered

by this Annual Report on Form 10-K.

In making its assessment of internal control over financial reporting, management used the criteria

set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control —

Management, under the supervision and with the participation of our Interim Chief Executive Officer and Chief Financial

Officer, conducted an assessment of the design and effectiveness of our internal control over financial reporting as of the end of the

period covered by this Annual Report on Form 10-K.

In making its assessment of internal control over financial reporting, management used

the criteria set forth by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission in Internal Control

— Integrated Framework (2013 Framework) .

Based on this assessment, our management concluded that, as of the end of the period covered

by this Annual Report on Form 10-K, our internal control over financial reporting was effective based on the criteria set forth by COSO

of the Treadway Commission in Internal Control — Integrated Framework.

Based on this assessment, our management concluded that, as of the end of the period

covered by this Annual Report on Form 10-K, our internal control over financial reporting was effective based on the criteria set forth

by COSO of the Treadway Commission in Internal Control — Integrated Framework.

This annual report does

32 unchanged sentences

During the quarter ended December 31, 2024, 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.

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

48 unchanged sentences

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

5 unchanged sentences

Certificate of Change to Articles of Incorporation

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

Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

Form of Common Stock Certificate of the Registrant

Form of Common Stock Purchase Warrant

Form of Series A Warrant

9 unchanged sentences

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

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

Amendment to Employment Agreement, dated June 18, 2024, between James F.

Parslow and Xenetic Biosciences, Inc.

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

and each of its directors and executive officers

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

and Jeffrey Eisenberg

Confidential Separation Agreement and General Release, dated June 19, 2024, between Jeffrey Eisenberg and Xenetic Biosciences, Inc.

Confidential Separation Agreement and General Release, dated June 19, 2024, between Curtis Lockshin and 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

6 unchanged sentences

and certain purchasers dated June 24, 2019

Warrant Agency Agreement, between Xenetic Biosciences, Inc.

and Empire Stock Transfer, Inc.

dated July 19, 2019

Consent Agreement by and among Xenetic Biosciences, Inc.

7 unchanged sentences

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.

7 unchanged sentences

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

First Amendment to Research Funding and Option Agreement, dated June 1, 2024, between Xenetic Biosciences, Inc.

and the Scripps Research Institute

Second Amendment to Research Funding and Option Agreement, dated November 1, 2024, between Xenetic Biosciences, Inc.

and the Scripps Research Institute

Consulting Agreement, dated January 1, 2025, between Xenetic Biosciences, Inc.

and Dmitry Genkin

Trading Policy and Procedures

List of Subsidiaries

29 unchanged sentences

March 18, 2025

/s/ JEFFREY F.

Chief Executive Officer

/s/ JAMES PARSLOW

James Parslow

Interim Chief Executive Officer

POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers

and directors of Xenetic Biosciences, Inc., hereby severally constitute and appoint Jeffrey F.

Eisenberg, our true and lawful attorney,

with full power to him, 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.

and directors of Xenetic Biosciences, Inc., hereby severally constitute and appoint James Parslow, our true and lawful attorney, with

full power to him, 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 21st day of March, 2024.

Chief Executive Officer and Director

( Principal Executive Officer)

March 21, 2024

JAMES PARSLOW

Chief Financial Officer

the capacities indicated below on the 18th day of March, 2025.

/s/ JAMES PARSLOW

Interim Chief Executive Officer and Chief Financial Officer

James Parslow

(Principal Financial Officer and Principal Accounting

(Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer )

March 18, 2025

GRIGORY BORISENKO

/s/ GRIGORY BORISENKO

Grigory Borisenko

March 18, 2025

JAMES CALLAWAY

James Callaway

March 21, 2024

FIRDAUS JAL DASTOOR

/s/ FIRDAUS JAL DASTOOR

Firdaus Jal Dastoor

3 unchanged sentences

March 18, 2025

ROGER KORNBERG

/s/ ROGER KORNBERG

Roger Kornberg

March 18, 2025

March 21, 2024

/s/ MOSHE MIZRAHY

Moshe Mizrahy

March 18, 2025

ALEXEY VINOGRADOV

/s/ ALEXEY VINOGRADOV

Alexey Vinogradov

1 unchanged sentence

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