What changed in this filing

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Item 9A. Controls and Procedures

2026-03-12 compared with 2025-03-18 · 67 added, 71 removed, 170 unchanged (45% of the section changed)

2 unchanged sentences

Controls and Procedures

Our management, with

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

Our management, with 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

7 unchanged sentences

to allow timely decisions regarding required disclosure.

Report on Internal Control over Financial Reporting

Management’s Report

on Internal Control over Financial Reporting

Our management is responsible

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

This annual report does

not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

This annual report does not

include an attestation report of our registered public accounting firm regarding internal control over financial reporting.

report was not subject to attestation by our registered public accounting firm pursuant to an exemption for non-accelerated filers set

forth in Section 989G of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

Changes in Internal

Control Over Financial Reporting

Changes in Internal Control

Over Financial Reporting

There have been no changes

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Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.

Management, including

the Company’s principal executive and principal financial officers, or persons performing similar functions, does not expect that

the Company’s internal controls will prevent or detect all errors and all fraud.

A control system, no matter how well designed and

operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design

of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative

to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance

that all control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future

periods are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that

the degree of compliance with the policies or procedures may deteriorate.

Management, including the

Company’s principal executive and principal financial officers, or persons performing similar functions, does not expect that the

Company’s internal controls will prevent or detect all errors and all fraud.

A control system, no matter how well designed and operated,

can provide only reasonable, not absolute, assurance that the objectives of the control system are met.

Further, the design of a control

system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.

Because of the inherent limitations in all control systems, no evaluation of internal controls can provide absolute assurance that all

control issues and instances of fraud, if any, have been detected.

Also, any evaluation of the effectiveness of controls in future periods

are subject to the risk that those internal controls may become inadequate because of changes in business conditions, or that the degree

of compliance with the policies or procedures may deteriorate.

ITEM 9B – OTHER INFORMATION

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.

ITEM 9C – DISCLOSURE REGARDING FOREIGN

JURISDICTIONS THAT PREVENT INSPECTIONS

During the quarter ended December 31, 2025, 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 JURISDICTIONS

THAT PREVENT INSPECTIONS

Not applicable.

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS

AND CORPORATE GOVERNANCE

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND

CORPORATE GOVERNANCE

The information required

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ended December 31, 2025 and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K.

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL

OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information required

8 unchanged sentences

ended December 31, 2025 and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K.

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND

ITEM 14 – PRINCIPAL ACCOUNTING FEES AND SERVICES

The information required

8 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.

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 60 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 60 which is incorporated herein by reference.

ITEM 16 – FORM 10-K SUMMARY

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Form of Common Stock Purchase Warrant

Form of Series A Warrant

Exhibit Index

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and each of its directors and executive officers

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

Assignment Agreement between Xenetic Biosciences, Inc.

and OPKO Pharmaceuticals, LLC, dated March 1, 2019

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

Consent Agreement by and among Xenetic Biosciences, Inc.

and certain purchasers dated July 16, 2019

Form of Letter Agreement re.

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Stock Option Grant Notice

Xenetic Biosciences, Inc.

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

Exhibit Index

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

9 unchanged sentences

and the Scripps Research Institute

Exhibit Index

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

and the Scripps Research Institute

Third Amendment to Research Funding and Option Agreement, dated May 1, 2025, between Xenetic Biosciences, Inc.

and the Scripps Research Institute

Fourth Amendment to Research Funding and Option Agreement, dated November 1, 2025, 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

First Amendment to Consulting Agreement, dated December 31, 2025, between Xenetic Biosciences, Inc.

and Dmitry Genkin

Letter from Marcum LLP dated April 8, 2025

Insider Trading Policy and Procedures

List of Subsidiaries

Consent of CBIZ CPAs P.C.

Consent of Marcum LLP

Power of Attorney (included on signature page)

Certification of Principal Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

Certification of Principal Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

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.

Certification

of Principal Executive Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

Certification

of Principal Financial Officer, as required by Rule 13a-14(a) or Rule 15d-14(a)

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

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plan, contract or arrangement.

Application has been made with the Securities

and Exchange Commission to seek confidential treatment of certain confidential material contained in this document.

Omitted material for

which confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

Portions of this exhibit, marked by brackets and

asterisks, have been omitted pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, because they

are both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

The registrant undertakes

to promptly provide an unredacted copy of the exhibit on a supplemental basis, if requested by the Commission or its staff.

Application has been made with the Securities and

Exchange Commission to seek confidential treatment of certain confidential material contained in this document.

Omitted material for which

confidential treatment has been requested has been filed separately with the Securities and Exchange Commission.

Portions of this exhibit, marked by brackets and asterisks,

have been omitted pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act of 1933, as amended, because they are both (i)

not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed.

The registrant undertakes to promptly

provide an unredacted copy of the exhibit on a supplemental basis, if requested by the Commission or its staff.

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

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.

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.

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POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers

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.

We, the undersigned officers 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 18th day of March, 2025.

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 12th day of March, 2026.

/s/ JAMES PARSLOW

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March 12, 2026

/s/ MOSHE MIZRAHY

Moshe Mizrahy

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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