Xenetic Biosciences, Inc.

false 0001534525 0001534525 2026-04-21 2026-04-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________________ FORM 8-K ________________________ CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2026 ________________________ Xenetic Biosciences, Inc. (Exact name of registrant as specified in charter) Nevada 001-37937 45-2952962 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 945 Concord Street Framingham , Massachusetts 01701 (Address of principal executive offices) (Zip Code) (781) 778-7720 (Registrant’s telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below): ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock, $0.001 par value per share XBIO The Nasdaq Stock Market Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 21, 2026, the Compensation Committee of the Board of Directors of Xenetic Biosciences, Inc. (the “Company”) approved a grant under the Xenetic Biosciences, Inc. Amended and Restated Equity Incentive Plan (as amended from time to time, the “Plan”), to James Parslow, the Company’s Interim Chief Executive Officer and Chief Financial Officer, pursuant to the terms of a grant agreement, as follows: Mr. Parslow was granted 100,000 shares of restricted stock of the Company pursuant to a grant agreement, which is attached as Exhibit 10.1 hereto and is incorporated by reference. The shares represented by the grant will vest and become exercisable as follows: 7,000 shares shall vest on the date of grant and one-third of the remaining (93,000) shares shall vest on each of the first, second and third anniversaries of April 21, 2026. The foregoing description of the grant agreement is intended only as a summary and is qualified in its entirety by reference to the actual terms of the grant agreement attached to this Form 8-K. Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Restricted Stock Award Agreement between James Parslow and Xenetic Biosciences, Inc., dated April 21, 2026. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XENETIC BIOSCIENCES, INC. By: /s/ James Parslow Date: April 24, 2026 Name: James Parslow Title: Interim Chief Executive Officer and Chief Financial Officer 3