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Xenetic Biosciences, Inc.

For the period ended Sep 30, 2025. Filed Nov 12, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2025 · Filed Nov 12, 2025

XBIO$1.87+0.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-12.

0001683168-25-005983

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-12.

0001683168-25-008259

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 58 previous paragraphs and 60 current paragraphs.

35 unchanged; 20 reworded; 5 added; 2 removed; 1 previous and 0 current paragraphs rearranged.

Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (5)

Current report

We and our Board have initiated a formal strategic review process with the assistance of outside financial and legal advisors. We are considering a wide range of alternatives to maximize shareholder value, including, but not limited to, the sale of all or part of the Company or its assets or a business combination, including a “reverse merger”. An independent committee of the Board has engaged in preliminary discussions with third parties regarding potential transactions. Any such completed transaction could have a significant impact on our stockholders, including if the transaction would result in the current investors of the counterparty holding a substantial majority of our outstanding common stock following consummation of the potential transaction. Given the preliminary stage of such discussions, at this time there is no way to quantify the potential impact of a transaction, if any. There is no deadline or definitive timetable set for the completion of the strategic alternatives process, and there can be no assurance any proposal will be made or accepted, any agreement will be executed, or any transaction will be consummated in connection with this review. In addition, if we do enter into definitive agreements with respect to a potential transaction, we expect that consummation of the potential transaction would be subject to a number of conditions, including approval by our stockholders and Nasdaq, and other customary conditions, which would be out of our control and may never be satisfied. We remain committed to advancing our DNase technology and do not intend to make further announcements regarding the review process unless and until the Board approves a specific transaction or otherwise determines that further disclosure is appropriate.

Current report

General and administrative expenses for the three months ended September 30, 2025 increased by approximately $0.1 million, or 9.3%, to approximately $0.8 million from approximately $0.7 million in the comparable quarter in 2024. The increase was primarily due to increased legal costs in connection with our strategic review process.
Removed paragraphs (2)
Reworded paragraphs (20)

Previous wording

We are a biopharmaceutical company focused on advancing innovative immune-oncology technologies addressing difficult to treat cancers. Our proprietary DNase technology is designed to improve outcomes of existing treatments, including immunotherapies, by targeting NETs, which are involved in cancer progression. We are currently focused on advancing our systemic DNase program into the clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors.

Current wording

We are a biopharmaceutical company focused on advancing innovative immuno-oncology technologies addressing difficult to treat cancers. Our proprietary DNase technology is designed to improve outcomes of existing treatments, including immunotherapies, by targeting NETs, which are involved in cancer progression. We are currently focused on advancing our systemic DNase program into the clinic as an adjunctive therapy for pancreatic carcinoma and locally advanced or metastatic solid tumors.

Previous wording

We incorporate our patented and proprietary technologies into drug candidates currently under development with biotechnology and pharmaceutical industry collaborators to create what we believe will be the next-generation biologic drugs with improved pharmacological properties over existing therapeutics. Our drug candidates have resulted from our research activities or that of our collaborators and are in the development stage. As a result, we continue to commit a significant amount of our resources to our research and development activities and anticipate continuing to do so for the near future. To date, none of our drug candidates have received regulatory marketing authorization or approval in the U.S. by the Food and Drug Administration nor in any other countries or territories by any applicable agencies. We are receiving ongoing royalties pursuant to a license of our legacy PolyXen technology to an industry partner. Although we hold a broad patent portfolio, the focus of our internal efforts during the six months ended June 30, 2025, was on the advancement of our DNase technology.

Current wording

We incorporate our patented and proprietary technologies into drug candidates currently under development with biotechnology and pharmaceutical industry collaborators to create what we believe will be the next-generation biologic drugs with improved pharmacological properties over existing therapeutics. Our drug candidates have resulted from our research activities or that of our collaborators and are in the development stage. As a result, we continue to commit a significant amount of our resources to our research and development activities and anticipate continuing to do so for the near future. To date, none of our drug candidates have received regulatory marketing authorization or approval in the U.S. by the Food and Drug Administration nor in any other countries or territories by any applicable agencies. We are receiving ongoing royalties pursuant to a license of our legacy PolyXen technology to an industry partner. Although we hold a broad patent portfolio, the focus of our internal efforts during the nine months ended September 30, 2025, was on the advancement of our DNase technology.

Previous wording

Revenue for the three months ended June 30, 2025 decreased by approximately $0.1 million, or 18.8%, to approximately $0.6 million from approximately $0.7 million for the three months ended June 30, 2024. This decrease represented a decrease in royalty revenue related to our sublicense agreement with Takeda Pharmaceuticals Co. Ltd. (“Takeda”) as compared to the same period in 2024 due to the timing of rebates.

Current wording

Revenue for the three months ended September 30, 2025 increased by approximately $0.4 million, or 67.2%, to approximately $1.0 million from approximately $0.6 million for the three months ended September 30, 2024. This increase represented an increase in royalty revenue related to our sublicense agreement with Takeda Pharmaceuticals Co. Ltd. (“Takeda”) as compared to the same period in 2024 primarily due to royalties recognized from certain countries during the third quarter of 2025 compared to the same period in 2024.

Previous wording

Research & development (“R&D”) expenses for the three months ended June 30, 2025 decreased by approximately $277,000, or 29.7%, to approximately $0.7 million from $0.9 million in the comparable quarter in 2024. The table below sets forth the R&D costs incurred by the Company by category of expense for the quarters ended June 30, 2025 and 2024:

Current wording

Research & development (“R&D”) expenses for the three months ended September 30, 2025 increased by approximately $0.4 million, or 105.6%, to approximately $0.8 million from $0.4 million in the comparable quarter in 2024. The table below sets forth the R&D costs incurred by the Company by category of expense for the quarters ended September 30, 2025 and 2024:

Previous wording

The decrease in personnel costs during the second quarter of 2025 was related to certain severance and benefits expensed in connection with a separation agreement entered into during the second quarter of 2024 with our former Chief Scientific Officer. The increase in outside services and contract research organizations expense was primarily due to increased consulting costs and spending in connection with the commencement of exploratory studies during the three months ended June 30, 2025.

Current wording

The increase in outside services and contract research organizations expense was primarily due to increased manufacturing development efforts and pre-clinical research as well as increased consulting costs during the three months ended September 30, 2025 compared to the same period as last year.

Previous wording

Other income was $1,477 for the three months ended June 30, 2025 compared to approximately $21 of other expense for the comparable quarter in 2024. This increase in other income was primarily related to favorable changes in foreign currency exchange rates during the three months ended June 30, 2025 as compared to the same period in 2024.

Current wording

Other income was approximately $4,000 for the three months ended September 30, 2025 compared to approximately $1,500 of other income for the comparable quarter in 2024. This increase in other income was primarily related to favorable changes in foreign currency exchange rates during the three months ended September 30, 2025 as compared to the same period in 2024.

Previous wording

Interest income, net decreased to approximately $34,000 during the three months ended June 30, 2025 as compared to approximately $63,000 for the same period in the prior year. This decrease is primarily due to lower average invested funds during the three months ended June 30, 2025 as compared to the same period in 2024.

Current wording

Interest income, net decreased to approximately $31,000 during the three months ended September 30, 2025 as compared to approximately $61,000 for the same period in the prior year. This decrease is primarily due to lower average invested funds during the three months ended September 30, 2025 as compared to the same period in 2024.

Previous wording

The comparison of our historical results of operations for the six months ended June 30, 2025 to the six months ended June 30, 2024 is as follows:

Current wording

The comparison of our historical results of operations for the nine months ended September 30, 2025 to the nine months ended September 30, 2024 is as follows:

Previous wording

Revenue for the six months ended June 30, 2025 decreased by approximately $54,000, or 4.4%, to approximately $1.2 million from approximately $1.2 million for the six months ended June 30, 2024. This decrease represented a decrease in royalty revenue related to our sublicense agreement with Takeda as compared to the same period in 2024 due to the timing of rebates.

Current wording

Revenue for the nine months ended September 30, 2025 increased by approximately $0.4 million, or 19.4%, to approximately $2.2 million from approximately $1.9 million for the nine months ended September 30, 2024. This increase represented an increase in royalty revenue related to our sublicense agreement with Takeda as compared to the same period in 2024 primarily due to royalties recognized from certain countries during the nine months ended September 30, 2025 compared to the same period in 2024.

Previous wording

R&D expenses for the six months ended June 30, 2025 decreased by approximately $343,000, or 18.2%, to approximately $1.5 million from approximately $1.9 million in the comparable period in 2024. The table below sets forth the R&D costs incurred by the Company by category of expense for the six months ended June 30, 2025 and 2024:

Current wording

R&D expenses for the nine months ended September 30, 2025 increased by approximately $46,000, or 2.0%, to approximately $2.3 million from approximately $2.2 million in the comparable period in 2024. The table below sets forth the R&D costs incurred by the Company by category of expense for the nine months ended September 30, 2025 and 2024:

Previous wording

The decrease in personnel costs and share-based expense during the six months ended June 30, 2025 was related to certain severance and benefits expensed in connection with a separation agreement entered into during the second quarter of 2024 with our former Chief Scientific Officer. The increase in outside services and contract research organizations expense was primarily due to increased consulting costs and spending in connection with the commencement of exploratory studies during the six months ended June 30, 2025.

Current wording

The increase in outside services and contract research organizations expense was primarily due to increased consulting and manufacturing development efforts as well as costs incurred in connection with the commencement of exploratory studies during the nine months ended September 30, 2025. The decrease in personnel costs and share-based expense during the nine months ended September 30, 2025 was related to certain severance and benefits expensed in connection with a separation agreement entered into during the second quarter of 2024 with our former Chief Scientific Officer.

Previous wording

General and administrative expenses for the six months ended June 30, 2025 decreased by approximately $0.7 million, or 33.1%, to approximately $1.3 million from approximately $2.0 million in the comparable period in 2024. The decrease was primarily due to certain severance and benefits expensed in connection with a separation agreement entered into during the second quarter of 2024 with our former Chief Executive Officer.

Current wording

General and administrative expenses for the nine months ended September 30, 2025 decreased by approximately $0.6 million, or 21.4%, to approximately $2.1 million from approximately $2.7 million in the comparable period in 2024. The decrease was primarily due to certain severance and benefits expensed in connection with a separation agreement entered into during the second quarter of 2024 with our former Chief Executive Officer. This decrease was partially offset by an increase in legal costs.

Previous wording

Other income was $1,555 for the six months ended June 30, 2025 compared to approximately $31 for the comparable period in 2024. This increase in other income was primarily related to favorable changes in foreign currency exchange rates during the six months ended June 30, 2025 as compared to the same period in 2024.

Current wording

Other income was approximately $5,600 for the nine months ended September 30, 2025 compared to approximately $1,500 for the comparable period in 2024. This increase in other income was primarily related to favorable changes in foreign currency exchange rates during the nine months ended September 30, 2025 as compared to the same period in 2024.

Previous wording

Interest income, net decreased to approximately $73,000 during the six months ended June 30, 2025 as compared to approximately $137,000 for the same period in the prior year. This decrease is primarily due to lower average invested funds during the six months ended June 30, 2025 as compared to the same period in 2024.

Current wording

Interest income, net decreased to approximately $104,000 during the nine months ended September 30, 2025 as compared to approximately $198,000 for the same period in the prior year. This decrease is primarily due to lower average invested funds during the nine months ended September 30, 2025 as compared to the same period in 2024.

Previous wording

We incurred a net loss of approximately $1.6 million for the six months ended June 30, 2025. We had an accumulated deficit of approximately $198.8 million at June 30, 2025, as compared to an accumulated deficit of approximately $197.2 million at December 31, 2024. Working capital was approximately $4.5 million at June 30, 2025, and approximately $5.7 million at December 31, 2024. During the six months ended June 30, 2024, our working capital decreased by approximately $1.2 million primarily due to our net loss for the six months ended June 30, 2025.

Current wording

We incurred a net loss of approximately $2.1 million for the nine months ended September 30, 2025. We had an accumulated deficit of approximately $199.3 million at September 30, 2025, as compared to an accumulated deficit of approximately $197.2 million at December 31, 2024. Working capital was approximately $4.0 million at September 30, 2025, and approximately $5.7 million at December 31, 2024. During the nine months ended September 30, 2025, our working capital decreased by approximately $1.7 million primarily due to our net loss for the nine months ended September 30, 2025.

Previous wording

Our principal source of liquidity consists of cash. At June 30, 2025, we had approximately $4.8 million in cash and approximately $0.9 million in current liabilities. At December 31, 2024, we had approximately $6.2 million in cash and $0.9 million in current liabilities. We have historically relied upon sales of our equity securities to fund our operations.

Current wording

Our principal source of liquidity consists of cash. At September 30, 2025, we had approximately $4.1 million in cash and approximately $1.1 million in current liabilities. At December 31, 2024, we had approximately $6.2 million in cash and $0.9 million in current liabilities. We have historically relied upon sales of our equity securities to fund our operations.

Previous wording

We evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We have incurred substantial losses since our inception, and we expect to continue to incur operating losses in the near-term. We believe that our existing resources will be adequate to fund our operations for a period of at least twelve months from the date of the issuance of these financial statements. However, we anticipate we will need additional capital in the long-term to pursue our business initiatives. While we believe we have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, related party funding, or other means to continue as a going concern, the terms, timing and extent of any future financing will depend upon several factors, including the achievement of progress in our clinical development programs, our ability to identify and enter into licensing or other strategic arrangements, our continued listing on the Nasdaq Stock Market, and factors related to financial, economic, geo-political, industry and market conditions, many of which are beyond our control. The capital markets for the biotech industry can be highly volatile, which make the terms, timing and extent of any future financing uncertain.

Current wording

We evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern within one year after the date that the financial statements are issued. We have incurred substantial losses since our inception, and we expect to continue to incur operating losses in the near-term. We believe that our existing resources will be adequate to fund our operations for a period of at least twelve months from the date of the issuance of these financial statements. In addition, subsequent to quarter end, we raised approximately $3.9 million in an underwritten offering of common stock. However, we anticipate we will need additional capital in the long-term to pursue our business initiatives. While we believe we have access to capital resources through possible public or private equity offerings, debt financings, corporate collaborations, related party funding, or other means to continue as a going concern, the terms, timing and extent of any future financing will depend upon several factors, including the achievement of progress in our clinical development programs, our ability to identify and enter into licensing or other strategic arrangements, our continued listing on the Nasdaq, and factors related to financial, economic, geo-political, industry and market conditions, many of which are beyond our control. The capital markets for the biotech industry can be highly volatile, which make the terms, timing and extent of any future financing uncertain.

Previous wording

Cash flows used in operating activities for the six months ended June 30, 2025 totaled approximately $1.4 million, which was primarily due to our net loss for the period, partially offset by non-cash charges associated with share-based expense. The decrease in other assets was due to the reclassification of long-term assets to prepaid expenses and other current assets as of June 30, 2025. Cash flows used in operating activities for the six months ended June 30, 2024 totaled approximately $1.7 million, which was primarily due to our net loss for the period, partially offset by non-cash charges associated with share-based expense during the period.

Current wording

Cash flows used in operating activities for the nine months ended September 30, 2025 totaled approximately $2.0 million, which was primarily due to our net loss for the period, partially offset by non-cash charges associated with share-based expense. The decrease in other assets was due to the reclassification of long-term assets to prepaid expenses and other current assets as of September 30, 2025. In addition to the increase of $0.3 million due to the reclassification from other assets, prepaid expenses and other increased approximately $0.2 million and current liabilities increased approximately $0.2 million during the period. Cash flows used in operating activities for the nine months ended September 30, 2024 totaled approximately $2.1 million, which was primarily due to our net loss for the period, partially offset by non-cash charges associated with share-based expense during the period. In addition, prepaid expenses and other decreased approximately $0.4 million and current liabilities increased approximately $0.2 million during the period.

Previous wording

There were no cash flows from investing activities for the six months ended June 30, 2025 and 2024.

Current wording

There were no cash flows from investing activities for the nine months ended September 30, 2025 and 2024.

Previous wording

There were no cash flows from financing activities for the six months ended June 30, 2025 and 2024.

Current wording

There were no cash flows from financing activities for the nine months ended September 30, 2025 and 2024.
Rearranged previous paragraphs (1)

Previous report — wording carried elsewhere

General and administrative expenses for the three months ended June 30, 2025 decreased by approximately $472.000, or 41.8%, to approximately $0.7 million from approximately $1.1 million in the comparable quarter in 2024. The decrease was primarily due to certain severance and benefits expensed in connection with a separation agreement entered into during the second quarter of 2024 with our former Chief Executive Officer.