Xenetic Biosciences, Inc. (NASDAQ:XBIO) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
On March 5, 2019, Xenetic Biosciences, Inc. (the Company) entered into a Securities Purchase Agreement (the Purchase Agreement) with certain purchasers who are parties to the Purchase Agreement (the Purchasers), to which the Company offered to the Purchasers, in a registered direct offering, an aggregate of (i) 1,040,000 shares (the Shares) of common stock, par value $0.001 per share (Common Stock) and (ii) pre-funded warrants to purchase 509,000 shares of Common Stock (the Pre-Funded Warrants). The Pre-Funded Warrants will be exercisable at an exercise price of $0.001 per share. The Shares were sold at a price of $2.00 per share and the Pre-Funded Warrants were sold at a price of $1.999 per Pre-Funded Warrant, which represents the per share purchase price for the Shares less the $0.001 per share exercise price for each such Pre-Funded Warrant. Aggregate gross proceeds to the Company were approximately $3.1 million,before deducting fees to the placement agent and other estimated offering expenses payable by the Company. The Shares and Pre-Funded Warrants were offered by the Company to an effective shelf registration statement on Form S-3, which the Company originally filed with the Securities and Exchange Commission on September 27, 2018, and was declared effective on October 12, 2018 (File No. 333-227572) (the Registration Statement).
In a concurrent private placement, the Company also sold to the Purchasers a warrant to purchase one share of the Common Stock for each Share and Pre-Funded Warrant purchased in the offering, representing warrants to purchase up to 1,549,000 shares of the Common Stock (the Purchase Warrants). The Purchase Warrants will be exercisable beginning on September 8, 2019 (the Initial Exercise Date) at an exercise price of $2.25 per share and expire on the seven year anniversary of the Initial Exercise Date.
The exercise price of the Purchase Warrants and the number of shares of the Common Stock issuable upon the exercise of the Purchase Warrants (the Purchase Warrant Shares) are subject to adjustment in the event of any stock dividends and splits, reverse stock split, recapitalization, reorganization or similar transaction, as described in the Purchase Warrants. The Purchase Warrants will be exercisable on a cashless basis in certain circumstances.
The Purchase Warrants and the Purchase Warrant Shares have not been registered under the Securities Act of 1933, as amended (the Securities Act), and instead are being offered to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. The Company has agreed to file a registration statement to register the resale of the Purchase Warrant Shares within 90 days of the date of the Purchase Agreement and to obtain effectiveness of such registration statement within 181 days following the closing of the offering. Each Purchaser is an accredited investor as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act.
Maxim Group LLC acted as the sole placement agent for the Company (the Placement Agent), in connection with the offering. to an engagement agreement between the Company and the Placement Agent, the Placement Agent received a cash fee of 7.0% of the gross proceeds paid to the Company in the offering and reimbursement of certain out-of-pocket expenses.
On March 7, 2019, the Company closed the registered direct offering and concurrent private placement and delivered the Shares, Pre-Funded Warrants and Purchase Warrants to the Purchasers.
The foregoing summaries of the offering, the securities issued in connection therewith, the Purchase Agreement, the Pre-Funded Warrants, and the Purchase Warrants do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the form of Purchase Agreement, the form of Pre-Funded Warrant, and the form of Purchase Warrant are attached hereto as Exhibits 10.1, 4.1 and 4.2, respectively, and are incorporated herein by reference. Also, a copy of the opinion of Akerman, LLP relating to the legality of the issuance of the Shares, the Pre-Funded Warrants, and the shares of Common Stock issuable upon exercise of the Pre-Funded Warrants is attached hereto as Exhibit 5.1.
Item 1.01 Unregistered Sales of Equity Securities
Please see the disclosure regarding the Purchase Warrants and the Purchase Warrant Shares set forth under Item 1.01, which is incorporated by reference into this Item 1.01.
Item 1.01. Financial Statements and Exhibits.
(d) Exhibits
Xenetic Biosciences, Inc. Exhibit
EX-4.1 2 xenetic_8k-ex0401.htm FORM OF PRE-FUNDED WARRANT Exhibit 4.1 FORM OF PRE-FUNDED COMMON STOCK PURCHASE WARRANT Xenetic Biosciences,…
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About Xenetic Biosciences, Inc. (NASDAQ:XBIO)
Xenetic Biosciences, Inc. is a clinical-stage biopharmaceutical company. The Company is focused on the research and development of certain pharmaceutical products for use in humans that includes the use of the Company’s platform technologies that enables the creation of drug therapies primarily for orphan indications. The Company’s technologies include PolyXen, Virexxa, OncoHist and ImuXen. The Company is focused primarily on developing its lead product candidates, including ErepoXen, Virexxa and OncoHist, and PolyXen technology. The Company’s lead product candidate ErepoXen, a polysialylated form of erythropoietin (EPO) for the treatment of anemia in pre-dialysis patients with chronic kidney disease, and Food and Drug Administration (FDA) orphan designated oncology therapeutics Virexxa and OncoHist for the treatment of progesterone receptor negative endometrial cancer and refractory Acute Myeloid Leukemia, respectively. It is also developing PSA-FVIII.
