Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]
18 September 2023 - 6:21PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment No. 1)*
Xenetic
Biosciences, Inc.
(Name
of Issuer)
Common
Stock, par value $0.001 per share
(Title
of Class of Securities)
984015503
(CUSIP
Number)
CLS
Therapeutics LLC.
Attention:
Georgy Tetz, CEO
180
Varick street
New
York, NY 10014
(646)
617-3088
(Name,
Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September
5, 2023
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☑
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 984015503
| 1. |
Names of Reporting
Persons.
CLS Therapeutics, LLC |
| 2. |
Check the Appropriate Box if a
Member of a Group (See Instructions) |
| |
(a) ☐ |
| |
(b) ☑ |
| 3. |
|
| 4. |
Source of Funds (See Instructions)
OO |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship
or Place of Organization
United States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
85,000* |
| 8. |
Shared
Voting Power
|
| 9. |
Sole
Dispositive Power
85,000* |
| 10. |
Shared
Dispositive Power
|
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
85,000 |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent
of Class Represented by Amount in Row (11)
5.5% (see Item 5) |
| 14. |
Type
of Reporting Person (See Instructions)
OO |
| * |
CLS Therapeutics LLC, an indirect wholly-owned subsidiary of CLS Therapeutics Ltd., owns 85,000 shares of the Common Stock of the Issuer. As the ultimate parent of CLS Therapeutics LLC, CLS Therapeutics Ltd. may exercise voting and dispositive power over these shares. |
CUSIP
No. 984015503
| 1. |
Names of Reporting
Persons.
CLS Therapeutics Ltd. |
| 2. |
Check the Appropriate Box if a
Member of a Group (See Instructions) |
| |
(a) ☐ |
| |
(b) ☑ |
| 3. |
|
| 4. |
Source of Funds (See Instructions)
OO |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship
or Place of Organization
Guernsey,
UK |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
147,500* |
| 8. |
Shared
Voting Power
|
| 9. |
Sole
Dispositive Power
147,500* |
| 10. |
Shared
Dispositive Power
|
| 11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
147,500 |
| 12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent
of Class Represented by Amount in Row (11)
9.6%
(see Item 5) |
| 14. |
Type
of Reporting Person (See Instructions)
CO |
| * | CLS
Therapeutics LLC, an indirect wholly-owned subsidiary of CLS Therapeutics Ltd., owns 85,000
shares of the Common Stock of the Issuer. As the ultimate parent of CLS Therapeutics LLC,
CLS Therapeutics Ltd. may exercise voting and dispositive power over these shares. |
CUSIP
No. 984015503
| 1. |
Names of Reporting
Persons.
Dmitry Genkin |
| 2. |
Check the Appropriate Box if a
Member of a Group (See Instructions) |
| |
(a) ☐ |
| |
(b) ☑ |
| 3. |
|
| 4. |
Source of Funds (See Instructions)
OO; PF |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship
or Place of Organization
Israel |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
51,388 |
| 8. |
Shared
Voting Power
147,500* |
| 9. |
Sole
Dispositive Power
51,388 |
| 10. |
Shared
Dispositive Power
147,500* |
| 11. |
Aggregate Amount Beneficially
Owned by Each Reporting Person
198,888 |
| 12. |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent of Class Represented by
Amount in Row (11)
13.0% (see Item 5) |
| 14. |
Type of Reporting Person (See
Instructions)
IN |
| * | Dmitry
Genkin along with the Victor Tets and Georgy Tets may exercise voting and dispositive power
over the shares. Mr. Genkin otherwise disclaims beneficial ownership of the shares. |
CUSIP
No. 984015503
| 1. |
Names of Reporting Persons.
Victor Tets |
| 2. |
Check the Appropriate Box if a
Member of a Group (See Instructions) |
| |
(a) ☐ |
| |
(b) ☑ |
| 3. |
|
| 4. |
Source of Funds (See Instructions)
OO |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
|
| 8. |
Shared
Voting Power
147,500* |
| 9. |
Sole
Dispositive Power
|
| 10. |
Shared
Dispositive Power
147,500* |
| 11. |
Aggregate Amount Beneficially
Owned by Each Reporting Person
147,500 |
| 12. |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent of Class Represented by
Amount in Row (11)
9.6% (see Item 5) |
| 14. |
Type of Reporting Person (See
Instructions)
IN |
| * | Victor
Tets along with Dmitry Genkin and Georgy Tets may exercise voting and dispositive power over
the shares. Victor Tets otherwise disclaims beneficial ownership of the shares. |
CUSIP
No. 984015503
| 1. |
Names of Reporting
Persons.
Georgy Tets |
| 2. |
Check the Appropriate Box if a
Member of a Group (See Instructions) |
| |
(a) ☐ |
| |
(b) ☑ |
| 3. |
|
| 4. |
Source of Funds (See Instructions)
OO |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship
or Place of Organization
United
States |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
|
| 8. |
Shared
Voting Power
147,500* |
| 9. |
Sole
Dispositive Power
|
| 10. |
Shared
Dispositive Power
147,500* |
| 11. |
Aggregate Amount Beneficially
Owned by Each Reporting Person
147,500 |
| 12. |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent of Class Represented by
Amount in Row (11)
9.6% (see Item 5) |
| 14. |
Type of Reporting Person (See
Instructions)
IN |
| * | Dmitry
Genkin along with Victor Tets and Georgy Tets may exercise voting and dispositive power over
the shares. Georgy Tets otherwise disclaims beneficial ownership of the shares. |
CUSIP
No. 984015503
| 1. |
Names of Reporting
Persons.
M. Scott Maguire |
| 2. |
Check the Appropriate Box if a
Member of a Group (See Instructions) |
| |
(a) ☐ |
| |
(b) ☑ |
| 3. |
|
| 4. |
Source of Funds (See Instructions)
OO |
| 5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐ |
| 6. |
Citizenship
or Place of Organization
United
Kingdom |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person With |
7. |
Sole
Voting Power
3,800 |
| 8. |
Shared
Voting Power
2,202
(See Item 5) |
| 9. |
Sole
Dispositive Power
3,800 |
| 10. |
Shared
Dispositive Power
2,202
(See Item 5) |
| 11. |
Aggregate Amount Beneficially
Owned by Each Reporting Person
6,002 |
| 12. |
Check if the Aggregate Amount
in Row (11) Excludes Certain Shares (See Instructions) ☐ |
| 13. |
Percent of Class Represented by
Amount in Row (11)
0.4% (see Item 5) |
| 14. |
Type of Reporting Person (See
Instructions)
IN |
Explanatory Note
This Amendment No. 1 (“Amendment No. 1”) to Schedule 13D relates to the Common Stock, $.001 par
value per share, of Xenetic Biosciences, Inc. and amends the initial statement on Schedule 13D filed on June 15, 2023 (the “Schedule
13D”) by CLS Therapeutics, LLC, a Delaware limited liability company (“CLS LLC”), CLS Therapeutics Ltd., a limited
company organized under the laws of Guernsey, United Kingdom (“CLS”), Dmitry Genkin (“Genkin”), Victor Tets (“VT”),
Georgy Tets (“GT”) and M. Scott Maguire (“Maguire”). Capitalized terms used but not defined in this Amendment
No. 1 shall have the same meanings ascribed to them in the Schedule 13D. Except as specifically provided herein, this Amendment No. 1
does not modify any of the information previously reported in the Schedule 13D.
| Item 3. |
Source and Amount of Funds or Other Consideration |
| |
|
| |
Through open market purchases most recently effected September 15,
2023, Genkin personally acquired beneficial ownership of 51,388 shares of Common Stock for an aggregate purchase price of approximately
$195,000. Such shares were purchased using Mr. Genkin’s personal funds.
Through open market purchases most recently effected on or about September
15, 2023, Maguire personally acquired beneficial ownership of 3,800 shares of Common Stock for an aggregate purchase price of approximately
$15,000. Such shares were purchased using Mr. Maguire’s personal funds. |
| Item 4. |
Purpose of Transaction |
| |
|
| |
Through open market purchases most recently effected September 15,
2023, Messrs. Genkin and Maguire acquired additional shares of Common Stock for investment, and they each have no current intention to
sell any such shares of Common Stock. As reported in the Schedule 13D, Messrs. Genkin and Maguire, and the other reporting
persons, may acquire additional shares of Common Stock in one or more transactions in the future as approved, in the case of CLS, by its
board of directors based upon the reporting persons’ assessment, at the time of such acquisition (or such board approval, in the
case of CLS), of the investment opportunity represented by the shares of Common Stock relative to the then-prevailing market price. As
of the time of filing of this Amendment No. 1, Messrs. Genkin and Maguire, personally, view such investment opportunity favorably, and
each expects that he will continue to make opportunistic purchases of additional shares of Common Stock. Messrs. Genkin and Maguire each
does not have any specific plans or proposals as to the quantity in which or price(s) at which he expects to purchase additional shares
of Common Stock.
By letter sent to the Corporate Secretary of the Company and dated
September 5, 2023 (the “September 5 Letter”), CLS and CLS LLC nominated three nominees (the “Proposed Nominees”),
including Mr. Maguire, for election to the board of directors of the Company (the “Board”) at the 2023 annual meeting of the
Company’s stockholders (the “Annual Meeting”) and requested that the Board consider such nominees for inclusion as a
portion of the Board’s own nominees for election to the Board at the Annual Meeting. In addition, CLS and CLS LLC, acting in accordance
with the Company’s advance-notice bylaw provisions, advised the Board in the September 5 Letter that, if the Board does not include
the Proposed Nominees as a portion of the Board’s own nominees for election to the Board at the Annual Meeting, CLS’s and
CLS LLC’s then-current intention was (a) to deliver a proxy statement and form of proxy to holders of a sufficient percentage of
the Company’s voting shares to elect the Proposed Nominees at the Annual Meeting and (b) to solicit proxies for the election of
the Proposed Nominees to the Board at the Annual Meeting. |
| Item 5. |
Interest in Securities of the Issuer |
| |
|
| |
Mr. Genkin personally beneficially owns 51,388 shares of Common Stock
as a result of open market purchases, which represents 3.4% of the Common Stock outstanding. Mr. Genkin has sole voting power and sole
dispositive power with respect to such shares of Common Stock. Such shares of Common Stock are in addition to the shares of Common Stock
owned by CLS and CLS LLC which were reported in the Schedule 13D.
Mr. Maguire personally beneficially owns 3,800 shares of Common Stock
as a result of open market purchases, which represents 0.2% of the Common Stock outstanding. Mr. Maguire has sole voting power and sole
dispositive power with respect to such shares of Common Stock.
The aggregate percentage of shares of Common Stock reported as owned
by each of the reporting persons is based on 1,532,600 shares of Common Stock issued and outstanding as of August 4, 2023 as reported
by the Issuer. |
| |
|
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
| |
|
| |
This Amendment No. 1 is being filed by the reporting persons under
a joint filing agreement as an administrative convenience.
In connection with the nomination of the Proposed Nominees by CLS and
CLS LLC for election at the Annual Meeting (confer Item 4 of this Amendment No. 1), Mr. Maguire consented to being named in a proxy statement
and to serving on the Board if elected. Other than such consent and the joint filing agreement, Mr. Maguire otherwise has no definitive
contracts, arrangements or understandings with the other reporting persons with respect to the shares of Common Stock.
Each of CLS LLC, CLS, Genkin, VT and GT disclaims membership in a group
or any relationship with Mr. Maguire which would constitute a group together with Mr. Maguire, as the term “group” is defined
in Rule 13d-5 under the Exchange Act. Similarly, Mr. Maguire disclaims membership in a group or any relationship with CLS LLC, CLS, Genkin,
GT or VT which would constitute a group together with CLS, Genkin, VT or GT, as the term “group” is defined in Rule 13d-5
under the Exchange Act. |
| |
|
| Item 7. |
Material to be Filed as Exhibits |
| |
|
| |
1. Joint Filing Agreement, dated June 14, 2023
2. Consent of M. Scott Maguire |
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
| |
September 18, 2023 |
| |
Date |
| |
|
| |
CLS
Therapeutics, LLC |
| |
|
| |
/s/
Georgy Tets |
| |
Signature |
| |
|
| |
Georgy
Tets, MD, PhD, Chief Executive Officer |
| |
Name/Title |
| |
|
| |
CLS Therapeutics Ltd. |
| |
|
| |
/s/ Georgy Tets |
| |
Signature |
| |
|
| |
Georgy Tets, MD, PhD, Director |
| |
Name/Title |
| |
|
| |
/s/
Dmitry Genkin |
| |
Signature |
| |
|
| |
Dmitry
Genkin |
| |
Name |
| |
|
| |
/s/
Victor Tets |
| |
Signature |
| |
|
| |
Victor
Tets |
| |
Name |
| |
|
| |
/s/
Georgy Tets |
| |
Signature |
| |
|
| |
Georgy
Tets, MD, PhD |
| |
Name |
| |
|
| |
/s/
M. Scot Maguire |
| |
Signature |
| |
|
| |
M.
Scot Maguire |
| |
Name |
ATTENTION
Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
9
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned company and
individuals agree to the joint filing on behalf of each of them of a Schedule 13D (including amendments thereto) with respect to the
Common Stock of Xenetic Biosciences, Inc. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.
| |
June 14, 2023 |
| |
Date |
| |
|
| |
CLS Therapeutics, LLC. |
| |
|
| |
/s/ Georgy Tets |
| |
Signature |
| |
|
| |
Georgy Tets, MD, PhD, Chief Executive Officer |
| |
Name/Title |
| |
|
| |
CLS Therapeutics, LLC |
| |
|
| |
/s/ Georgy Tets |
| |
Signature |
| |
|
| |
Georgy Tets, MD, PhD, Director |
| |
Name/Title |
| |
|
| |
/s/ Dmitry Genkin |
| |
Signature |
| |
|
| |
Dmitry Genkin |
| |
Name |
| |
|
| |
/s/ Victor Tets |
| |
Signature |
| |
|
| |
Victor Tets |
| |
Name |
| |
|
| |
/s/ Georgy Tets |
| |
Signature |
| |
|
| |
Georgy Tets, MD, PhD |
| |
Name |
| |
|
| |
/s/ M. Scott Maguire |
| |
Signature |
| |
|
| |
M. Scot Maguire |
| |
Name |
Exhibit
2
The
undersigned, being a Proposed Nominee as defined in the letter to which this Exhibit is attached, consents to being named in a proxy
statement as a nominee for election to the Board at the Annual Meeting and to serving as a director on the Board, if elected.
| /s/ M. Scott Maguire |
|
| Name: M. Scott Maguire |
|
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