SEC Form 3 · accession 0001711454-17-000003
Xenetic Biosciences, Inc. · XBIO
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Pharmsynthez PJSC
10% Owner
Period of report
Jan 23, 2014
Accepted (ET)
Oct 27, 2017 · 8:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001534525
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | holding | — | — | — | 4,544,488 | D | ||
| Series B Preferred Stock | holding | — | — | — | 1,454,545 | D | ||
| Common Stock | holding | — | — | — | 821,567 | I | By LLC SynBio, its wholly-owned subsidiary | |
| Series A Preferred Stock | holding | — | — | — | 970,000 | I | By LLC SynBio, its wholly-owned subsidiary |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1 | — | holding | — | — | — | Jul 1, 2015 | Jul 1, 2020 | Common Stock | 606,062 | — | D |
| WarrantsF1 | — | holding | — | — | — | Mar 31, 2016 | Mar 31, 2021 | Common Stock | 353,540 | — | D |
| WarrantsF1 | — | holding | — | — | — | Jul 1, 2016 | Jul 1, 2021 | Common Stock | 50,506 | — | D |
| Warrants | $4.95 | holding | — | — | — | Aug 26, 2016 | Aug 26, 2021 | Common Stock | 17,980 | — | D |
| Warrants | $4.95 | holding | — | — | — | Sep 9, 2016 | Sep 9, 2021 | Common Stock | 32,526 | — | D |
| Class B WarrantsF2 | $4.00 | holding | — | — | — | Nov 7, 2016 | Nov 7, 2021 | Common Stock | 1,454,545 | — | D |
| WarrantsF3 | $25.41 | holding | — | — | — | Dec 31, 2014 | Dec 30, 2019 | Common Stock | 204,394 | — | I |
Explanation of responses
- F1Warrants are exercisable at the lesser of (i) $6.60 per share and (ii) 120% of the price per share of Xenetic Biosciences, Inc. common stock paid in its next occurring capital raise with a value of at least $7,000,000. Warrants were granted at six various dates in Q1 2016.
- F2The Reporting Person owns Class B Warrants exercisable into 1,454,545 shares of Common Stock. The exercise of such Class B Warrants is limited by the beneficial ownership limitation included in such Class B Warrants, which provides that such Class B Warrants may not be exercised if the holder thereof would own more than 4.99% of the outstanding Common Stock of the Issuer as after giving effect to such exercise. The amount of shares of Common Stock into which such Class B Warrants are exercisable was calculated for the purposes of this report without giving effect to any ownership limitation of the Reporting Person.
- F3The Reporting Person's wholly owned subsidiary, LLC SynBio, owns warrants exercisable into 204,394 shares of Common Stock. Such warrants are subject to performance vesting. The vesting milestones need to be achieved by December 31, 2017 (50%) and July 31, 2018 (50%). The amount of shares of Common Stock into which such warrants are exercisable was calculated for the purposes of this report without giving effect to any performance vesting limitations.