Xenetic Biosciences Inc 2025年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended December 31, 2025 ☐TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.For the transition period from to Commission File Number: 001-37937 XENETIC BIOSCIENCES, INC.(Exact name of registrant as specified in its charter) 45-2952962(IRS Employer Identification No.) (State or other jurisdiction of incorporation or organization) 945 Concord StreetFramingham, Massachusetts 01701(Address of principal executive offices and zip code) 781-778-7720(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days: Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files): Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firmthat prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive- basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2): Yes☐No☒ The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 30, 2025, thelast business day of the registrant’s most recently completely second fiscal quarter, based upon the closing price of the registrant’scommon stock on the Nasdaq Capital Market on that date of $3.92, was approximately $5,110,488. For purposes of this computation,all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not bedeemed to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant. As of March 6, 2026, the number of outstanding shares of the registrant’s common stock was 2,291,056. DOCUMENTS INCORPORATED BY REFERENCE Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to portionsof the registrant's definitive proxy statement for its 2026 Annual Meeting of Stockholders, information statement or an amendment tothis Annual Report on Form 10-K. The registrant intends to file a definitive proxy statement, information statement or an amendmentto this Annual Report on Form 10-K with the Securities and Exchange Commission no later than 120 days after the end of theregistrant's fiscal year ended December 31, 2025. XENETIC BIOSCIENCES, INC.2025 ANNUAL REPORT ON FORM 10-K TABLE CONTENTS PART I1Item 1Business1Item 1ARisk Factors22Item 1BUnresolved Staff Comments51Item 1CCybersecurity51Item 2Properties51Item 3Legal Proceedings52Item 4Mine Safety Disclosures52PART II53Item 5Market for Registrant’s Common Equity, Related Stockholder Matters an