What changed in this filing

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Item 1. Financial Statements

2025-08-12 compared with 2025-05-13 · 188 added, 124 removed, 259 unchanged (55% of the section changed)

15 unchanged sentences

Series B, $ 0.001 par value:

1,804,394 shares issued and outstanding as of March 31, 2025 and December 31, 2024

1,804,394 shares issued and outstanding as of June 30, 2025 and December 31, 2024

Common stock, $ 0.001 par value;

10,000,000 shares authorized as of March 31, 2025 and December 31, 2024;

1,544,840 shares issued as of March 31, 2025 and December 31, 2024;

1,542,139 shares outstanding as of March 31, 2025 and December 31, 2024

10,000,000 shares authorized as of June 30, 2025 and December 31, 2024;

1,544,840 shares issued as of June 30, 2025 and December 31, 2024;

1,542,139 shares outstanding as of June 30, 2025 and December 31, 2024

Additional paid in capital

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,

THREE MONTHS ENDED

SIX MONTHS ENDED

Royalty revenue

2 unchanged sentences

Research and development

( 1,535,586 )

( 1,878,092 )

General and administrative

( 1,130,029 )

( 1,314,393 )

( 1,964,939 )

Total operating costs and expenses

1 unchanged sentence

( 2,063,800 )

( 2,849,979 )

( 3,843,031 )

Loss from operations

( 1,337,396 )

Other income:

( 1,666,821 )

( 2,605,810 )

Other income (expense):

Other income (expense)

Interest income, net

Total other income, net

Total other income

$ ( 688,703 )

$ ( 1,273,970 )

$ ( 1,591,844 )

$ ( 2,469,083 )

Basic and diluted net loss per share

4 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'

THREE MONTHS ENDED MARCH 31, 2025

Comprehensive

Stockholders'

Balance as of January 1, 2025

$ 208,225,748

$ ( 197,194,471 )

THREE MONTHS ENDED JUNE 30, 2025

Preferred Stock

Additional Paid in

Accumulated Other Comprehensive

Total Stockholders'

Balance as of April 1, 2025

( 198,097,612

Share-based expense

Balance as of March 31, 2025

$ 208,244,999

$ ( 198,097,612 )

Balance as of June 30, 2025

( 198,786,315

THREE MONTHS ENDED MARCH 31, 2024

Comprehensive

Stockholders'

SIX MONTHS ENDED JUNE 30, 2025

Preferred Stock

Additional Paid in

Accumulated Other Comprehensive

Total Stockholders'

Balance as of January 1, 2025

( 197,194,471

$ ( 193,234,196 )

$ ( 5,281,180 )

Share-based expense

Balance as of June 30, 2025

( 198,786,315

The accompanying notes are an integral part of

these unaudited condensed consolidated financial statements.

XENETIC BIOSCIENCES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS'

THREE MONTHS ENDED JUNE 30, 2024

Preferred Stock

Additional Paid in

Accumulated Other Comprehensive

Total Stockholders'

Balance as of April 1, 2024

( 194,429,309

Balance as of March 31, 2024

Issuance of common stock in connection with restricted stock

Share-based expense

Balance as of June 30, 2024

( 195,703,279

SIX MONTHS ENDED JUNE 30, 2024

Preferred Stock

Additional Paid in

Accumulated Other Comprehensive

Total Stockholders'

Balance as of January 1, 2024

( 193,234,196

Issuance of common stock in connection with restricted stock

Share-based expense

Balance as of June 30, 202 4

( 195,703,279

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended March 31,

Six Months Ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES:

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or the “Company”), incorporated in the state of Nevada and based in Framingham, Massachusetts, is a biopharmaceutical company

focused on advancing innovative immune-oncology technologies addressing difficult to treat cancers.

focused on advancing innovative immune-oncology technologies addressing hard to treat cancers.

The Company’s proprietary Deoxyribonuclease

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SymbioTec, GmbH (“SymbioTec”), own various United States (“U.S.”) federal trademark registrations and applications

along with unregistered trademarks and service marks, including but not limited to XCART™, OncoHist™, PolyXen, ErepoXen™,

and ImuXen™, which may be used throughout this Quarterly Report.

All other company and product names may be trademarks of the respective

companies with which they are associated.

along with unregistered trademarks and service marks, including but not limited to XCART™, OncoHist™, PolyXen ® ,

ErepoXen™, and ImuXen™, which may be used throughout this Quarterly Report.

All other company and product names may be trademarks

of the respective companies with which they are associated.

Going Concern and Management’s Plan

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While the Company

believes that it has access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations,

believes it has access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations,

related party funding, or other means to continue as a going concern, the terms, timing and extent of any future financing will depend

6 unchanged sentences

Impact of Global

Events and Conflicts on Operations

Conflicts on Operations

The short and long-term

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with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended

December 31, 2024 filed with the SEC on March 18, 2025, and amended on April 29, 2025.

December 31, 2024 filed with the SEC on March 18, 2025, and amended on April 29, 2025 and May 13, 2025.

Principles of Consolidation

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A reconciliation

to the condensed consolidated net loss for the three months ended March 31, 2025 and 2024 is as follows:

to the condensed consolidated net loss for the three and six months ended June 30, 2025 and 2024 is as follows:

Schedule of consolidated net loss

Three Months Ended March 31,

Three Months Ended June 30,

Program expenses (1)

4 unchanged sentences

$ ( 1,273,970 )

Six Months Ended June 30,

Program expenses (1)

Non-program expenses (2)

Salaries and wages

Other segment items (3)

$ ( 1,591,844 )

$ ( 2,469,083 )

Includes external research and development.

Includes information technology, legal, intellectual property and other general and administrative expenses.

Includes stock-based compensation expense, interest income and other expense (income).

Includes stock-based compensation expense, interest income and other income (expense).

Basic and Diluted Net Loss per Share

4 unchanged sentences

that are outstanding during the period, except where such non-participating securities would be anti-dilutive.

For the three months ended March 31, 2025 and

2024, basic and diluted net loss per share are the same for each respective period due to the Company’s net loss position.

dilutive, non-participating securities have not been included in the calculations of diluted net loss per share, as their inclusion would

be anti-dilutive.

Basic and diluted net loss per share are the

same in each respective three or six month period due to the Company’s net loss position in each period.

Potentially dilutive,

non-participating securities have not been included in the calculations of diluted net loss per share, as their inclusion would be

anti-dilutive.

Significant Strategic Collaborations

5 unchanged sentences

Royalty payments

of approximately $ 0.6 million and $ 0.5 million were recorded as revenue during the three months ended March 31, 2025 and 2024, respectively,

and are based on single digit royalties on net sales of certain covered products.

The Company’s policy is to recognize royalty payments

as revenue when they are reliably measurable, which is upon receipt of reports from Takeda.

The Company receives these reports in the

quarter subsequent to the actual sublicensee sales.

At the time the revenue was received, there were no remaining performance obligations

and all other revenue recognition criteria were met.

of approximately $ 0.6 million and $ 1.2 million were recorded as revenue by the Company during the three and six months ended June 30,

2025, respectively, and approximately $ 0.7 million and $ 1.2 million were recorded as revenue by the Company during the three and six months

ended June 30, 2024, respectively.

These payments are based on single digit royalties on net sales of certain covered products.

The Company’s

policy is to recognize royalty payments as revenue when they are reliably measurable, which is upon receipt of reports from Takeda.

Company receives these reports in the quarter subsequent to the actual sublicensee sales.

At the time the revenue was received, there

were no remaining performance obligations and all other revenue recognition criteria were met.

Catalent Pharma Solutions LLC (“Catalent”)

4 unchanged sentences

and that will supersede the addendum to the SOW containing Catalent's standard terms and conditions.

The Company has paid Catalent

approximately $ 2.5 million through March 31, 2025, of which $ 28,000 has been recognized as an advance payment and is included in prepaid

expenses and other current assets as of both March 31, 2025 and December 31, 2024, and approximately $ 0.1 million has been recognized

as a liability and is included in accrued expenses and other current liabilities as of both March 31, 2025 and December 31, 2024.

approximately $ 0.3 million has been recognized within other assets as of both March 31, 2025 and December 31, 2024.

The Company has paid Catalent approximately

$ 2.7 million through June 30, 2025, of which approximately $ 0.3 million has been recognized as an advance payment and is included in prepaid

expenses and other current assets as of June 30, 2025 , and approximately $ 0.2 million has been recognized as a liability and is included

in accounts payable and accrued expenses and other current liabilities as of June 30, 2025.

As of December 31, 2024, approximately $ 28,000

was recognized as an advance payment and is included in prepaid expenses and other current assets and approximately $ 0.1 million had been

recognized as a liability and is included in accrued expenses and other current liabilities.

In addition, approximately $ 0.3 million was

recognized within other assets as of December 31, 2024.

Scripps Research Institute (“Scripps

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

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

Scripps Research an aggregate of up to $ 0.9 million to fund research relating to advancing the pre-clinical development of the Company’s

8 unchanged sentences

entered into a Second Amendment to the Agreement (the “Second Amendment”) extending the term of the Agreement for an additional

twelve (12) month period and to provide Scripps Research additional funding in an aggregate amount of up to approximately $400,000 to

fund continuing research.

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 $65,000 on the date of the Second Amendment and subsequent monthly payments

of approximately $65,000 over a 5-month period.

twelve (12) month period and to provide Scripps Research additional funding in an aggregate amount of up to approximately $0.4 million

to fund continuing research.

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 $65,000 on the date of the Second Amendment and subsequent

monthly payments of approximately $65,000 over a 5-month period.

All other terms of the Agreement remain unchanged.

The Company paid Scripps Research approximately

$ 0.9 million under the Agreement through March 31, 2025, of which approximately $ 0.4 million had been recognized as an advance payment

and was included in prepaid expenses and other current assets as of December 31, 2024.

There were no advance payments as of March 31,

Effective May 1, 2025, the Company and Scripps

Research entered into a Third Amendment to the Agreement (the “Third Amendment”), pursuant to which the Company amended the

Agreement in order to expand the services to be performed under the Agreement and to provide Scripps Research additional funding in an

aggregate amount of up to approximately $0.4 million to fund continuing research.

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 $70,000 on

the date of the Third Amendment and subsequent monthly payments of approximately $70,000 over a 5-month period.

All other terms of the

Agreement remain unchanged.

The Company has paid Scripps Research approximately

$ 1.4 million under the Agreement through June 30, 2025, of which approximately $ 0.1 million was accrued as of June 30, 2025.

As of December

31, 2024, approximately $ 0.4 million was recognized as an advance payment and was included in prepaid expenses and other current assets.

There were no advance payments as of June 30, 2025.

University of Virginia (“UVA”)

11 unchanged sentences

to investigate combinations of DNase I with immunotherapies in models of primary and metastatic colorectal cancer.

paid UVA approximately $ 0.4 million under the UVA Agreement through December 31, 2024 of which $ 0.1 million had been recognized as an

advance payment and was included within prepaid expenses and other current assets as of December 31, 2024.

There were no advance payments

as of March 31, 2025.

paid UVA approximately $ 0.4 million under the UVA Agreement through June 30, 2025, of which $ 0.1 million had been recognized as an advance

payment and was included within prepaid expenses and other current assets as of December 31, 2024.

There were no advance payments as of

June 30, 2025.

Other Agreements

3 unchanged sentences

The Company and its collaborative partners continue

to engage in research and development activities with no resultant commercial products through March 31, 2025.

to engage in research and development activities with no resultant commercial products through June 30, 2025.

No amounts were recognized

as revenue related to the Serum Institute, Pharmsynthez or SynBio agreements during the three months ended March 31, 2025 and 2024, respectively.

as revenue related to the Serum Institute, Pharmsynthez or SynBio agreements during the three and six months ended June 30, 2025 and 2024,

respectively.

Fair Value Measurements

5 unchanged sentences

level of input that is available and significant to the fair value measurement.

Level 1 inputs are quoted prices in active markets for

identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 utilizes quoted market

prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels of price transparency.

Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity for the asset or liability

at the measurement date.

As of March 31, 2025 and December 31, 2024, the carrying amounts of the Company’s financial instruments

approximates fair value due to their short maturities.

There were no financial instruments classified as Level 3 in the fair value hierarchy

during the three months ended March 31, 2025 and 2024.

Level 1 inputs are unadjusted quoted prices in active

markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 utilizes

quoted market prices in markets that are not active, broker or dealer quotations, or alternative pricing sources with reasonable levels

of price transparency.

Level 3 inputs are unobservable inputs for the asset or liability in which there is little, if any, market activity

for the asset or liability at the measurement date.

As of June 30, 2025 and December 31, 2024, the carrying amounts of the Company’s

financial instruments approximates fair value due to their short maturities.

There were no financial instruments classified as Level 3

in the fair value hierarchy during the three and six months ended June 30, 2025 and 2024.

Stockholders’ Equity

2 unchanged sentences

The Series A Warrants were immediately exercisable at a price of $ 33.00 per share of common stock.

A Warrants were exercised or forfeited during the three months ended March 31, 2025 and 2024.

A Warrants were exercised or forfeited during the three and six months ended June 30, 2025 and 2024.

These warrants expired in February

and, as a result, no Series A Warrants were outstanding as of March 31, 2025.

2025 and, as a result, no Series A Warrants were outstanding as of June 30, 2025.

The Company also has warrants to purchase approximately

800 shares of the Company’s common stock outstanding as of both March 31, 2025 and

December 31, 2024.

800 shares of the Company’s common stock outstanding as of both June 30, 2025 and December

These warrants have an exercise price of $ 29.09 per share of common stock and expire on July 3, 2026 .

None of these

warrants were exercised or forfeited during the three months ended March 31, 2025 and 2024.

None of these warrants

were exercised or forfeited during the three and six months ended June 30, 2025 and 2024.

Share-Based Expense

Total share-based expense related to stock options

and restricted stock units (“RSUs”) was approximately $ 19,000 and $ 77,000 during each of the three months ended March 31,

2025 and 2024, respectively.

Share-based expense is classified in the condensed

consolidated statements of operations as follows:

and restricted stock units (“RSUs”) was approximately $ 16,000 and $ 42,000 for the three months ended June 30, 2025 and 2024,

respectively, and approximately $ 35,000 and $ 0.1 million for the six months ended June 30, 2025 and 2024, respectively.

Share-based expense is classified in the condensed consolidated statements

of operations as follows:

Schedule of share-based compensation expense

Three Months Ended March 31,

Three Months Ended June 30,

Six Months Ended June 30,

Research and development expenses

General and administrative expenses

Employee Stock Options and RSUs

Employee Stock Options and RSU’s

No stock option awards to purchase shares of common

stock were granted during the three months ended March 31, 2025 and 2024.

The Company recognized a total of approximately $ 19,000 and

$ 77,000 of share-based expense related to employee stock options during each of the three months ended March 31, 2025 and 2024.

stock options or RSUs were exercised during the three months ended March 31, 2025 and 2024.

During the three months ended March 31, 2025,

options to purchase 25,836 shares of common stock expired.

No options or RSUs expired during the three-months ended March 31, 2024.

stock were granted during the three and six months ended June 30, 2025.

During the three and six months ended June 30, 2024, 20,000 stock

options to purchase shares of common stock were granted by the Company.

No RSUs were granted during each of the three and six months ended

June 30, 2025 and 2024.

The Company recognized a total of approximately $ 16,000 and $ 42,000 of share-based expense related to employee

stock options during the three months ended June 30, 2025 and 2024, respectively, and approximately $ 35,000 and $ 0.1 million during the

six months ended June 30, 2025 and 2024, respectively.

No employee stock options or RSUs were exercised during the three and six months

ended June 30, 2025.

The Company issued 417 shares of common stock during the three and six months ended June 30, 2024 related to RSUs

representing all RSUs outstanding.

No employee stock options were exercised during the three and six months ended June 30, 2024.

the three and six months ended June 30, 2025, options to purchase 64,062 shares and 89,878 shares of common stock expired.

three and six months ended June 30, 2024, stock options to purchase 11,667 shares of common stock were forfeited.

Non-Employee Stock Options

There were no non-employee stock options granted

or exercised during the three months ended March 31, 2025 and 2024.

No non-employee stock option grants expired during the three months

ended March 31, 2025 and 2024.

The Company did not recognize any share-based expense related to non-employee stock options during the

three months ended March 31, 2025 and 2024.

During the three months ended March 31, 2025 and

2024, there was no provision for income taxes as the Company incurred losses during both periods.

Deferred tax assets and liabilities

reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial reporting purposes

and the amounts used for income tax purposes.

The Company records a valuation allowance against its deferred tax assets as the Company

believes it is more likely than not the deferred tax assets will not be realized.

The valuation allowance against deferred tax assets

was approximately $ 41.4 million and $ 41.1 million as of March 31, 2025 and December 31, 2024, respectively.

As of March 31, 2025 and December 31, 2024,

or exercised during each of the three and six months ended June 30, 2025 and 2024.

No non-employee stock option grants expired during

each of the three and six months ended June 30, 2025 and 2024.

The Company did not recognize any expense related to non-employee stock

options during each of the three and six months ended June 30, 2025 and 2024.

During each of the three and six months ended

June 30, 2025 and 2024, there was no provision for income taxes as the Company incurred losses during both periods.

Deferred tax assets

and liabilities reflect the net tax effect of temporary differences between the carrying amount of assets and liabilities for financial

reporting purposes and the amounts used for income tax purposes.

The Company records a valuation allowance against its deferred tax assets

as the Company believes it is more likely than not the deferred tax assets will not be realized.

The valuation allowance against deferred

tax assets was approximately $ 41.6 million and $ 41.1 million as of June 30, 2025 and December 31, 2024, respectively.

As of June 30, 2025 and December 31, 2024,

the Company did no t record any unrecognized tax positions.

4 unchanged sentences

party whose relationship has not materially changed from that disclosed in the Company’s Annual Report on Form 10-K for the year

ended December 31, 2024 filed with the SEC on March 18, 2025, as amended on April 29, 2025.

The Company paid PeriNess approximately $ 20,000

during the three months ended March 31, 2025.

As of March 31, 2025, approximately $ 42,000 was recorded as an advanced payment and included

in Prepaid expenses and other on the March 31, 2025 condensed consolidated balance sheet.

No amounts were incurred in connection with agreements

with Serum Institute and Pharmsynthez during the three months ended March 31, 2025 and 2024.

ended December 31, 2024 filed with the SEC on March 18, 2025, as amended on April 29, 2025 and May 13, 2025.

The Company paid PeriNess

approximately $ 55,000 during the six months ended June 30, 2025.

As of June 30, 2025 and December 31, 2024, approximately $ 50,000 was

recorded as an advanced payment and included in Prepaid expenses and other.

In addition, approximately $ 22,000 and $ 8,000 was reflected

in accounts payable as of June 30, 2025 and December 31, 2024, respectively.

No amounts were incurred in connection with agreements with

Serum Institute and Pharmsynthez during the six months ended June 30, 2025 and 2024.

During the first quarter of 2025, the Company

4 unchanged sentences

Genkin approximately

$ 0.1 million during the three months ended March 31, 2025, of which approximately $ 30,000 was reflected within accounts payable as of

March 31, 2025.

$ 0.1 million and $ 0.2 million during the three and six months ended June 30, 2025, of which approximately $ 30,000 was reflected within

accounts payable as of June 30, 2025.

Genkin does not receive any fees for his service as a member of the Board of Directors.

Subsequent Events

The Company performed a review of events subsequent

to the balance sheet date through the date the financial statements were issued and determined that there were no such events requiring

recognition or disclosure in the financial statements.

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-Q

Item 1. Financial Statements