SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 7, 2014
Xenetic Biosciences, Inc.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)
||(Commission File Number)
||(I.R.S. Employer Identification No.)|
|99 Hayden Avenue, Suite 230|
Lexington MA 02421
|(Address of principal executive offices)|
Registrant’s telephone number, including area code: 781-778-7722
(Former name or former address, if changed since
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
||Written communications pursuant to Rule 425 under the Securities Act (17CFR 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))|
Item 5.02 Departure of Directors
or Principal Officers; Election of Directors; Appointment of Principal Officers
On February 7, 2014, our board of directors
appointed Dr. Timothy R. Coté to serve as a member of the board of directors. Dr. Coté is a leading national
regulatory expert in orphan drug development. With 22 years of federal service at the Food and Drug Administration, the National
Institute of Health, and the Center for Disease Control. Most recently, Dr. Coté served as the Director of the FDA Office
of Orphan Products Development from 2007-2011. Dr. Coté was instrumental in implementing the Orphan Drug Act and personally
signed more than 800 orphan drug designations. Dr. Coté is the principal and CEO of Coté Orphan Consulting, LLC,
a regulatory affairs advisory firm based in Silver Spring, MD, that provides valuable strategic planning and execution services
to companies developing or seeking to develop orphan products.
Dr. Coté is party to a letter agreement
(the “Agreement”) with us under which he is entitled to an annual fee of $25,000, paid in quarterly installments, for
his service on the board. In addition, the Agreement provides for payment of an additional annual fee of between $3,000 and $10,000
as compensation for attendance at up to four board meetings per year. The Agreement further provides for issuance of options to
purchase up to 50,000 shares of our common stock upon the occurrence of certain product milestones. Under the Agreement, Dr. Coté’s
consulting firm, Coté Orphan Consulting, LLC, shall have the exclusive right to advise us on all orphan drug filings with
the U.D. Food and Drug Administration for so long as Dr. Coté remains a member of the board of directors. The foregoing
is a summary of the material terms of the Agreement, which should be reviewed in its entirety for additional information.
Except as otherwise set forth herein, Dr. Coté
has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.
Item 9.01 Financial Statements and Exhibits
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.
/s/ M. Scott Maguire
M. Scott Maguire
President, Chief Executive Officer
Date: February 10, 2014