Xenetic Biosciences Sets Virtual Annual Meeting for Dec 11

TL;DR

**XBIO's virtual annual meeting is a routine governance check, but keep an eye on director elections and Say on Pay for any dissent.**

AI Summary

Xenetic Biosciences, Inc. (XBIO) is holding its Annual Meeting of Stockholders on December 11, 2025, to address three key proposals. The company will seek to elect six director nominees: Grigory Borisenko, Firdaus Jal Dastoor, Dmitry Genkin, Roger Kornberg, Moshe Mizrahy, and Alexey Vinogradov. Stockholders will also vote on the ratification of CBIZ CPAs P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025. Additionally, a non-binding advisory vote on named executive officer compensation ('Say on Pay') is on the agenda. As of the record date, October 15, 2025, there were 2,277,139 shares of common stock outstanding and entitled to vote. The meeting will be held virtually, emphasizing the company's shift to online engagement for its annual business. The filing does not provide specific revenue or net income figures, nor does it detail key business changes or strategic outlook beyond the governance items.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Xenetic Biosciences, impacting investor confidence and corporate oversight. The election of six directors, including key figures like Roger Kornberg, directly influences the company's strategic direction and accountability. Ratifying CBIZ CPAs P.C. ensures continued financial transparency, a crucial factor for investors assessing risk. The 'Say on Pay' vote provides a direct channel for stockholders to voice opinions on executive compensation, potentially influencing future incentive structures and aligning management interests with shareholder value, especially in a competitive biotech landscape.

Risk Assessment

Risk Level: low — The filing primarily concerns routine corporate governance matters such as director elections, auditor ratification, and an advisory vote on executive compensation. There are no indications of immediate financial distress, significant operational changes, or legal challenges. The virtual meeting format for December 11, 2025, is a standard practice for many companies, not a risk factor.

Analyst Insight

Investors should review the backgrounds of the six director nominees and the executive compensation details to ensure alignment with their investment thesis. Participate in the virtual meeting on December 11, 2025, to cast votes on these governance proposals, particularly the 'Say on Pay' to influence executive incentives.

Key Numbers

• 2,277,139 — Shares of common stock outstanding (Entitled to vote as of October 15, 2025)
• December 11, 2025 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
• October 15, 2025 — Record Date (Date for determining stockholders entitled to vote)
• 6 — Number of Director Nominees (Directors proposed for election)

Key Players & Entities

• Xenetic Biosciences, Inc. (company) — Registrant
• Grigory Borisenko (person) — Director nominee
• Firdaus Jal Dastoor (person) — Director nominee
• Dmitry Genkin (person) — Director nominee
• Roger Kornberg (person) — Director nominee
• Moshe Mizrahy (person) — Director nominee
• Alexey Vinogradov (person) — Director nominee
• CBIZ CPAs P.C. (company) — Independent registered public accounting firm
• James Parslow (person) — Secretary of Xenetic Biosciences, Inc.
• Securities and Exchange Commission (regulator) — Regulatory body

FAQ

Industry Context

Xenetic Biosciences operates in the biotechnology sector, which is characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. The industry is competitive, with companies vying for funding, talent, and market share in areas like gene therapy and drug development. Trends include increasing focus on personalized medicine and advancements in genetic engineering technologies.

Regulatory Implications

As a biotechnology company, Xenetic Biosciences is subject to stringent regulations from bodies like the FDA. Compliance with these regulations is critical for product development and market access. Changes in regulatory frameworks or failure to meet compliance standards can lead to significant delays, increased costs, or outright rejection of products.

What Investors Should Do

1. Review director nominees and vote.
2. Vote on the ratification of the independent auditor.
3. Consider the 'Say on Pay' proposal.
4. Participate in the virtual meeting.

Key Dates

• 2025-12-11: Annual Meeting of Stockholders — Stockholders will vote on director nominees, auditor ratification, and executive compensation.
• 2025-10-15: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2025-10-31: Mailing of Proxy Materials — Informs stockholders of the upcoming meeting and proposals.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting of stockholders. (This document contains the information presented in this analysis, including proposals for voting and details about the meeting.)

Proxy Statement

A document that provides information to shareholders about matters to be voted on at a shareholder meeting. (This is the primary document being analyzed, detailing the agenda for Xenetic Biosciences' annual meeting.)

Named Executive Officers (NEOs)

The top executive officers of a company whose compensation is disclosed in the proxy statement. (Their compensation is subject to a non-binding advisory vote ('Say on Pay') at the annual meeting.)

Ratification

The act of approving or confirming a decision or action previously taken. (Stockholders are asked to ratify the selection of the independent registered public accounting firm.)

Virtual-Only Meeting

A shareholder meeting conducted entirely online, without a physical location. (Xenetic Biosciences is holding its 2025 Annual Meeting virtually, allowing remote participation via a live audio webcast.)

Year-Over-Year Comparison

This filing is for the 2025 Annual Meeting of Stockholders, and therefore, direct year-over-year comparisons of financial metrics like revenue, net income, or margins are not available within this document. The focus is on upcoming governance proposals and director elections rather than a review of past financial performance.

Filing Documents

• xenetic_idef14a.htm (DEF 14A) — 445KB
• image_006.jpg (GRAPHIC) — 111KB
• image_007.jpg (GRAPHIC) — 142KB
• 0001683168-25-007872.txt ( ) — 1669KB
• xbio-20241231.xsd (EX-101.SCH) — 6KB
• xbio-20241231_def.xml (EX-101.DEF) — 11KB
• xbio-20241231_lab.xml (EX-101.LAB) — 62KB
• xbio-20241231_pre.xml (EX-101.PRE) — 45KB
• xenetic_idef14a_htm.xml (XML) — 118KB

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 19 Section 16(a) Beneficial Ownership Reporting Compliance 21 Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm 22 Executive Officers 24

Executive Compensation

Executive Compensation 24 Summary Compensation Table 24 Outstanding Equity Awards at Fiscal Year-End 25 Pay Versus Performance Disclosure 26 Employment Agreements with our Named Executive Officers 28 Equity Compensation Plan Information 31 Director Compensation 32 Proposal 3 Approval by Non-Binding Advisory Vote of the Resolution Approving Named Executive Officer Compensation 33 Transactions with Related Persons 34 Policy Regarding Related Party Transactions 34 Certain Related-Person Transactions 34 Householding of Proxy Materials 36 Other Matters 36 i XENETIC BIOSCIENCES, INC. 945 Concord Street Framingham, Massachusetts 01701 PROXY FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS To Be Held On December 11, 2025 QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING This proxy statement and the enclosed form of proxy are being sent to you because the Board of Directors of Xenetic Biosciences, Inc. (the "Company" or "Xenetic") is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders, including at any adjournments or postponements thereof (the "Annual Meeting"). We intend to mail these proxy materials on or about October 31, 2025 to all stockholders of record entitled to vote at the Annual Meeting. You are invited to attend the virtual Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the virtual Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card, or follow the instructions below to submit your proxy over the telephone or through the internet. The information provided in the "question and answer" format below is for your convenience only and is merely a summary of the information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incor

View Full Filing

View this DEF 14A filing on SEC EDGAR