UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

Amendment No. 1



|(Mark One) |                                                                                                                                                          
|---------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|[X]        | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
        OF THE SECURITIES EXCHANGE ACT OF 1934.
        For the fiscal year ended December 31, 2014        
|           |                                                                                                                                                          
|[_]        | TRANSITION REPORTS PURSUANT TO SECTION 13
        OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
        For the transition period from              to



Commission File Number: 333-178082



XENETIC BIOSCIENCES, INC.

(Exact name of registrant as specified in
its charter)



|Nevada
        (State or other jurisdiction of
        incorporation or organization)                                                                                                                                           | 45-2952962
        (IRS Employer
        Identification No.)  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------
|99 Hayden Ave, Suite 230
        Lexington, Massachusetts 02421
        (Address of principal executive offices and
        zip code)
        781-778-7720
        (Registrant’s telephone number, including
        area code)
|Title of Each Class
        None                                                                                                                                                                                                | Name of Each Exchange
        on Which Registered
        None
|Securities registered pursuant to Section
        12(b) of the Act:
        None                                                                                                                                               
|Securities registered pursuant to Section
        12(g) of the Act:
        None                                                                                                                                               



Indicate
by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes[_]No[X]

Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes[_]No[X]

Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days): Yes[X]No[_]

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files): Yes[X]No[_]

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein,
and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated
by reference in Part III of this Form 10-K or any amendment to this Form 10-K: Yes [X]
No [_]

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):

|Large accelerated filer                       | [_] | Accelerated filer         | [_]
|--------------------------------------------- | --- | ------------------------- | ---
|Non-accelerated filer                         | [_] | Smaller reporting company | [X]
|(Do not check if a smaller reporting company) |     |                           |    

Indicate
by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2): Yes[_]No[X]

The approximate aggregate market value
of voting common stock held by non-affiliates of the registrant, based upon the last sale price of the registrant’s common
stock on the last business day of the registrant’s most recently completed second fiscal quarter June 30, 2014 (based
upon the shares of common stock at the closing sale price of the registrant’s common stock listed as reported on the OTC
Bulletin Board), was approximately $35,361,000.

As of April 30, 2015 the number
of outstanding shares of the registrant’s common stock was 149,985,476.

DOCUMENTS INCORPORATED BY REFERENCE

None.











EXPLANATORY NOTE



The Registrant is filing this Amendment
No. 1 on Form 10-K/A (“Form 10-K/A”) to its Annual Report on Form 10-K for the fiscal year ended December 31,
2014 (“Form 10-K”) to include all of the Part III information required by applicable rules and regulations of the Securities
and Exchange Commission (“SEC”). Accordingly, the Registrant hereby amends and replaces in their entirety Items 10,
11, 12, 13 and 14 in the Form 10-K.



Except as described above, there have
been no other changes to the Annual Report filed on Form 10-K filed with the SEC on April 15, 2015. This Form 10-K/A does
not purport to reflect any information or events subsequent to the filing thereof. As such, this Form 10-K/A speaks only as of
the date the Form 10-K was filed, and the Registrant has not undertaken herein to amend, supplement or update any information contained
in the Form 10-K to give effect to any subsequent events. Accordingly, this Form 10-K/A should be read in conjunction with the
Form 10-K.



Unless otherwise noted, all historical
information presented in this Form 10-K/A reflects the operations of Xenetic Biosciences (UK) Limited (formerly Xenetic Biosciences
plc) (“Xenetic UK”), the accounting acquirer of Xenetic Biosciences, Inc. (the “Company”) in a reverse
acquisition transaction that was completed on January 23, 2014 (the “Acquisition”).









































2







PART III



ITEM 10 – DIRECTORS, EXECUTIVE
OFFICERS AND CORPORATE GOVERNANCE



Directors and Executive Officers



Set forth below
is the name, age, position and brief account of the business experience of each of our executive officers and directors as of
April 30, 2015. Each of our directors will hold office until our next annual meeting of shareholders or until his or her
successor has been duly elected and qualified.

|                         |     |                                                           
|------------------------ | --- | ----------------------------------------------------------
|Name                     | Age | Position                                                  
|Michael Scott Maguire    | 51  | President, Chief Executive Officer and Director           
|Colin W. Hill            | 69  | Secretary, Treasurer, Chief Financial Officer and Director
|Firdaus Jal Dastoor, FCS | 62  | Director (1), (2)                                         
|Artur Isaev              | 44  | Director (3)                                              
|Roman Knyazev            | 34  | Director (3)                                              
|Dr. Timothy R. Coté      | 54  | Director (3)                                              
|Darlene Deptula-Hicks    | 57  | Director (1), (2), (3)                                    



(1) Member
of the Audit Committee of the Board of Directors

(2) Member
of the Compensation Committee of the Board of Directors

(3) Member
of the Nominating and Corporate Governance Committee of the Board

Michael
Scott Maguire



Mr. Maguire has been
President, Chief Executive Officer and Director of the Company since January 2014 having been appointed pursuant to terms included
in the Company’s acquisition of Xenetic UK. Mr. Maguire served with Xenetic UK as its Chief Executive Officer from April
2004 to the present. His background is in life science and healthcare investment banking and he has advised many US and European
companies on capital raisings and commercial development over his 26 year career. Mr. Maguire began his banking career with
Merrill Lynch in 1987 in New York, and after receiving his MBA from the Babson Graduate School in 1993, he joined the healthcare
division of W.R. Grace National Medical Care (“NMC”) where he helped develop the international healthcare division.
During his time in charge of international business development, he helped double NMC’s international revenues through Mergers
and Acquisitions. In 1996 he co-founded the Arthur Andersen global healthcare corporate finance practice based in London, a practice
that he built to include a staff of 36 across the US and Europe, elevating to the role of managing director. Mr. Maguire is
currently a director of Healthcare Capital Partners Limited, a healthcare corporate finance and proprietary investment boutique
he co-founded in 2002 and a non-executive director of Renal Services (UK) Limited, a company focused on dialysis service provision
in the UK. Based on Mr. Maguire’s experience within the biotechnology sector and his executive experience, specifically
his experience as an executive officer at other companies, as well as his service on other boards of directors, the Board believes
Mr. Maguire has the appropriate set of skills to serve as a member of our Board.



Colin W. Hill



Mr. Hill has been
Secretary, Treasurer, Chief Financial Officer and Director of the Company since January 2014 having been appointed pursuant to
terms included in the Company’s acquisition of Xenetic UK. Mr. Hill served as Chief Financial Officer of Xenetic UK
from June 2007 to the present. Prior to joining Xenetic UK, he was Finance Director from 2001 to 2003 and non-executive Chairman
from 2003 to 2006 of Greenchip Investments plc. Mr. Hill is a Chartered Global Management Accountant and has been a member
of the Chartered Institute of Management Accountants since 1968. He has spent 15 years in industry specializing in corporate turnaround
and development work before becoming a freelance consultant in 1981. Since that time, he has focused on due diligence relating
to corporate finance assignments in small and medium enterprises and public companies with small market capitalizations in the
UK, US, and overseas. Between 1998 and 2008 Mr. Hill was Group Finance Director of Arlington Group plc, a company listed on
the London Alternative Investments Market (“AIM”) stock exchange. Based upon Mr. Hill’s extensive financial
experience, including his experience working with quoted companies on AIM and participation on other boards of directors, the Board
believes that Mr. Hill has the appropriate set of skills to serve as a member of our Board.





3







Firdaus Jal Dastoor,
FCS

Mr. Dastoor
was appointed as a Director of the Company in January 2014 pursuant to terms included in the Company’s acquisition of Xenetic
UK. Mr. Dastoor was appointed non-executive Director of Xenetic UK in July 2007. He has been a Fellow Member of The Institute
of Company Secretaries of India since 2008 and began his career as a company secretary. He was Company Secretary of the Poonawalla
Group until 1994. He then took on assignments involved in business development strategies and operations. Mr. Dastoor is on
the board of several companies operating in the field of engineering products, life sciences and biotech, international trade,
financial services and quality standards certifications. Currently, he is a Group Director of the Poonawalla Group of Companies
in charge of Finance and Corporate Affairs. Based on Mr. Dastoor’s experience in the field of life sciences and biotechnology,
finance and business development, the Board believes Mr. Dastoor has the appropriate set of skills to serve as a member of
our Board.



Artur Isaev



Mr. Isaev was appointed
as a Director of the Company in January 2014 pursuant to terms included in the Company’s acquisition of Xenetic UK. Mr. Isaev
has been a General Director and a majority shareholder of Human Stem Cells Institute OJSC Russia’s public biotech company,
headquartered in Moscow. Mr. Isaev has a degree in Medicine and an MBA. He started his business career as a top manager in
brokerage, investment and auditing companies. In 2003 he founded Human Stem Cells Institute and from the very beginning has occupied
the post of its General Director. Mr. Isaev is a vice president of a non-governmental organization of experts in cell technologies
and regenerative medicine. Based on Mr. Isaev’s medical education and his experience in clinical stage biotechnology
companies, the Board believes Mr. Isaev has the appropriate set of skills to serve as a member of our Board.



Roman
Knyazev



Mr. Knyazev was appointed
to the Board of Directors of the Company in April 2014. Mr. Knyazev has been a Senior Investment Manager for Rusnano Moscow since
2009 and is currently on the board of several biotechnology companies. In his current role, he provides technical expertise, asset
valuation, financial modelling and business valuation as well as develops and presents investment strategies and project financing
to clients. In 2003, he began his career as Chief Financial Officer of Biotec Pharma Moscow where he gained experience in both
the financial and management sector. Mr. Knyazev led the development and implementation of management accounting and budgeting
processes as well facilitated internal audits of regional branches. Based on Mr. Knyazev’s experience in clinical stage
biotechnology companies, the Board believes Mr. Knyazev has the appropriate set of skills to serve as a member of our Board.



Dr. Timothy R.
Coté



Dr. Coté was
appointed to the Board of Directors of the Company in February 2014. Dr. Coté is a leading national regulatory expert
in orphan drug development. Mr. Coté has 22 years of federal service at the FDA, 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 to 2011. Dr. Coté was instrumental in implementing the Orphan Drug Act and personally signed
more than 800 orphan drug designations. Since leaving his position with the FDA in 2011 to the present, Dr. Coté has
been engaged as Chief Executive Officer and Principal of Coté Orphan Consulting, LLC, a regulatory affairs advisory firm
based in Silver Spring, Maryland, that provides valuable strategic planning and execution services to companies developing or seeking
to develop orphan products. Based on his extensive experience in FDA matters, including with the FDA’s Orphan Products Development
Program, the Board believes that Dr. Coté has the appropriate set of skills to serve as a member of our Board.



Darlene Deptula-Hicks



Ms. Deptula-Hicks
was appointed to the Board of Directors of the Company in April 2014. Ms. Deptula-Hicks is a strategic senior financial executive
with extensive experience in both public and private companies, including experience in fund raising, mergers and acquisitions,
public and private offerings and with operational management focused in life sciences. Since November 2014, Ms. Deptula-Hicks is
the Acting Chief Financial Officer of Pieris Pharmaceuticals, Inc. (OTCQB:PIRS) pursuant to a consulting agreement with the financial
advisory firm of Danforth Advisors, LLC. Prior to that and since June 2012, Ms. Deptula-Hicks served as Vice President and
Chief Financial Officer of Microline Surgical, Inc. From 2006 to 2011, Ms. Deptula-Hicks was the Vice President, Chief Financial
Officer, Treasurer and Secretary of ICAD, Inc. She received her Bachelor of Science in Accounting from Southern New Hampshire University
and her MBA from Rivier College. Based upon her extensive financial experience including experience in fund raising, mergers, public
companies and life sciences, the Board believes Ms. Deptula-Hicks has the appropriate set of skills to serve as a member of
our Board.





4







Board of Directors’ Role in Risk Oversight



Our Board of Directors
is responsible for consideration and oversight of risks facing the Company, and is responsible for ensuring that material risks
are identified and managed appropriately, including the evaluation of risk assessment and the Company’s risk management policies.
In fulfilling this role, the Board of Directors receives reports directly from the Company’s management. In addition, the
Board of Directors reviews areas of material risk to the Company, including operational, financial, legal, regulatory and strategic
risks. The Board of Directors also considers the risks associated with our compensation policies and practices, oversees risks
associated with our governance structure and processes and annually reviews our organizational documents and other policies. The
Board of Directors also considers specific risk topics in connection with strategic planning and other matters.



The Board of Directors



The Board of Directors
held three meetings during the fiscal year ended December 31, 2014. During the 2014 fiscal year, seven Board members attended
100% of the total number of Board meetings held during the period he or she was a director, and one Board member attended less
than 75% of the total number of Board meetings held during the period he was a director. Currently, the Board consists of seven
members: Michael Scott Maguire, Colin W. Hill, Firdaus Jal Dastoor, Artur Isaev, Roman Knyazev, Dr. Timothy R. Coté
and Darlene Deptula-Hicks. During the fiscal year ended December 31, 2014, Mark Leuchtenberger was the Chairman of the Board. With
the resignation of Mark Leuchtenberger on April 16, 2015 from the Board of Directors, the Chairman of the Board position remains
vacant at the time of filing this Amendment No. 1 on SEC Form 10-K/A. Please refer to SEC Form 8-K filed on April 21, 2015 for
additional information regarding Mr. Leuchtenberger’s resignation from the Board of Directors. Members shall hold office
until their successors have been duly elected and qualified. Vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal, or other causes can be filled by the affirmative vote of a majority of the directors then in office.
Any director so elected, shall hold office for the remainder of the full term of the director for which the vacancy was created
or occurred and until such director’s successor shall have been duly elected and qualified.



Committees of the Board



By unanimous vote,
on August 19, 2014, the Board of Directors has designated three standing committees: the Audit Committee, the Compensation Committee
and the Nominating and Corporate Governance Committee and it adopted charters to govern the conduct, authority and responsibilities
of each of these committees. Copies of the current committee charters are available on the Company’s website, WWW.XENETICBIO.COM.



Audit Committee



The Audit Committee is
responsible for making recommendations to the Board of Directors concerning the selection and engagement of independent accountants
and for reviewing the scope of the annual audit, audit fees, results of the audit and auditor independence. The Audit Committee
also reviews and discusses with management and the Board of Directors such matters as accounting policies, internal accounting
controls and procedures for preparation of financial statements. Its membership is currently comprised of Ms. Deptula-Hicks (Chairperson)
and Mr. Dastoor. The Audit Committee (formed in August 2014) held one meeting during 2014. Prior to the formation of the Audit
Committee, the Board of Directors as a whole performed the equivalent function. On August 19, 2014, the Board of Directors adopted
the Company’s Audit Committee Charter, which provides that the Audit Committee shall consist of at least three members. The
resignation of former Director and Audit Committee member, Mark Leuchtenberger, on April 16, 2015 has created a vacancy on the
Audit Committee that has not been filled as of April 30, 2015. Any vacancy occurring on the Audit Committee may be filled only
by the Board of Directors. A copy of the current Audit Committee Charter is available on the Company’s website, WWW.XENETICBIO.COM.
The adequacy of the Audit Committee Charter shall be reassessed annually.



In August 2014, the Board
of Directors determined that Ms. Deptula-Hicks, the Chairperson of the Audit Committee, is an “audit committee financial
expert” within the meaning of applicable regulations adopted by the SEC.





5







Compensation Committee



The Compensation Committee
is responsible for discharging the Board of Director’s responsibilities relating to the compensation of the directors and
executives, and overseeing the Company’s overall compensation structure, policies and programs. Its membership is currently
comprised of Ms. Deptula-Hicks and Mr. Dastoor. The Compensation Committee (formed in August 2014) held no meetings during 2014.
Prior to the formation of the Compensation Committee, the Board of Directors as a whole performed the equivalent function. On August
19, 2014, the Board of Directors adopted the Company’s Compensation Committee Charter, which provides that it shall consist
of no fewer than two members. A copy of the current Compensation Committee Charter is available on the Company’s website,
WWW.XENETICBIO.COM. The adequacy of the Compensation Committee Charter shall be reassessed annually.



Nominating and Corporate
Governance Committee



The Nominating and Corporate
Governance Committee is responsible for identifying individuals qualified to become board members, consistent with criteria approved
by the Board of Directors, and recommending that the Board of Directors select the director nominees for election at each annual
meeting of stockholders. In addition, this committee is also responsible for developing and recommending to the Board of Directors
a set of corporate governance guidelines applicable to the Company, periodically reviewing such guidelines and recommending any
changes thereto, and overseeing the evaluation of the Board of Directors and management. Its membership is currently comprised
of Ms. Deptula-Hicks, Dr. Cote, Mr. Knyazev and Mr. Isaev. The Nomination and Corporate Governance Committee (formed in August
2014) held no meetings during 2014. Prior to the formation of this committee, the Board of Directors as a whole performed the equivalent
function. On August 19, 2014, the Board of Directors adopted the Company’s Nomination and Corporate Governance Committee
Charter, which provides that it shall consist of no fewer than two members. A copy of the current Nominating and Corporate Governance
Committee Charter is available on the Company’s website, WWW.XENETICBIO.COM. The adequacy of the Compensation Committee Charter
shall be reassessed annually.



Code of Business Conduct and Ethics



On August 19,
2014, the Board of Directors adopted a Code of Business Conduct and Ethics which applies to all employees, including
our chief executive officer (who is also our principal executive officer) and our chief financial officer (who is also
our principal financial officer). A copy of the current Code of Ethics, which is filed as Exhibit 14 to this Amendment No. 1 filed on
Form 10-K/A, is available on the Company’s website, WWW.XENETICBIO.COM.



ITEM 11 – EXECUTIVE COMPENSATION



This item sets
forth the compensation information for Michael Scott Maguire, our Chief Executive Officer, Colin W. Hill, our Chief Financial Officer,
Gregory Gregoriadis, former Chief Scientific Offer of our wholly owned subsidiary, Lipoxen Technologies Limited and Dr. Henry
Hoppe IV, Vice President of Drug Development. (each a “named executive officer” and collectively the “named executive
officers” or most highly compensated employees).





6







Summary Compensation Table



Our compensation
programs for our executives have historically consisted primarily of a combination of a competitive base salary, cash bonus combined
with equity incentive awards.



The following table
sets forth information concerning the compensation of our named executive officers and each of our most highly compensated employees
for the years ended December 31, 2014 and 2013:



|Name and Principal Position        |  | Year |      |  | Salary ($) |   |         | Bonus ($) |  |   | Stock Awards ($) |  |  | Option/ JSOP Awards ($)(1) |   |  | Non- Equity Incentive Plan Compensation ($) |   |   | All OtherCompensation($) |  |   | Total ($) | 
|---------------------------------- |  | ---- | ---- |  | ---------- | - | ------- | --------- |  | - | ---------------- |  |  | -------------------------- | - |  | ------------------------------------------- | - | - | ------------------------ |  | - | --------- | 
|Michael Scott Maguire              |  |      | 2014 |  |            | $ | 543,840 |           |  | $ | –                |  |  | $                          | – |  |                                             | $ | – |                          |  | $ | –         | 
|Chief Executive Officer (“CEO”)    |  |      | 2013 |  |            |   | 524,995 |           |  |   | 352,035          |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 
|Colin W. Hill                      |  |      | 2014 |  |            |   | 253,133 |           |  |   | –                |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 
|Chief Financial Officer (“CFO”)    |  |      | 2013 |  |            |   | 247,833 |           |  |   | –                |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 
|Gregory Gregoriadis                |  |      | 2014 |  |            |   | 143,790 |           |  |   | –                |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 
|(former) Chief Scientific Officer  |  |      | 2013 |  |            |   | 160,947 |           |  |   | –                |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 
|Dr. Henry Hoppe IV                 |  |      | 2014 |  |            |   | 200,000 |           |  |   | –                |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 
|Vice President of Drug Development |  |      | 2013 |  |            |   | 200,000 |           |  |   | –                |  |  |                            | – |  |                                             |   | – |                          |  |   | –         | 

|(1) | The amounts represent the aggregate grant date fair value of stock options, including Joint Stock
Ownership Plan (“JSOP”) awards, granted during each fiscal year. The valuation of stock options is based on the assumptions
and methodology set forth in Note 10 to our audited consolidated financial statements included in our Annual Report on Form 10-K
filed with the SEC on April 15, 2015
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Grants
of Plan-Based Awards



During
the year ended December 31, 2014, there were no grants of plan-based awards to our named executive officers.



7









Outstanding Equity Awards at Fiscal Year-End



The following table
sets forth certain information with respect to outstanding equity awards held by our named executive officers at December 31,
2014.

|                      |  |           |         |  |                                                                |  |         |                                                                  |  |  |                           |  |  |                             |           |  |                                                                                       |  |   |                           |  |  |                             | 
|--------------------- |  | --------- | ------- |  | -------------------------------------------------------------- |  | ------- | ---------------------------------------------------------------- |  |  | ------------------------- |  |  | --------------------------- | --------- |  | ------------------------------------------------------------------------------------- |  | - | ------------------------- |  |  | --------------------------- | 
|Name                  |  | GrantDate |         |  | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |  |         | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable |  |  | JSOPAwards (#)Exercisable |  |  | JSOPAwards (#)Unexercisable |           |  | EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearnedOptions (#) |  |   | Option Exercise Price ($) |  |  | Option/JSOP Expiration Date | 
|Michael Scott Maguire |  |           | 6/10/10 |  |                                                                |  | 247,535 |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  | 247,535 |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  |         |                                                                  |  |  |                           |  |  |                             | 1,234,267 |  |                                                                                       |  | – |                           |  |  | –                           | 
|                      |  |           | 3/2/12  |  |                                                                |  |         |                                                                  |  |  |                           |  |  |                             | 7,481,815 |  |                                                                                       |  | – |                           |  |  | –                           | 
|Colin W. Hill         |  |           | 6/10/10 |  |                                                                |  | 359,487 |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  | 64,000  |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  | 23,861  |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  | 23,861  |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  | 23,862  |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 6/10/10 |  |                                                                |  |         |                                                                  |  |  |                           |  |  |                             | 467,646   |  |                                                                                       |  | – |                           |  |  | –                           | 
|                      |  |           | 3/2/12  |  |                                                                |  |         |                                                                  |  |  |                           |  |  |                             | 1,504,466 |  |                                                                                       |  | – |                           |  |  | –                           | 
|Dr. Henry Hoppe IV    |  |           | 5/1/12  |  |                                                                |  | 320,000 |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 5/1/12  |  |                                                                |  | 320,000 |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|                      |  |           | 5/1/12  |  |                                                                |  | –       |                                                                  |  |  | 320,000                   |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 
|Gregory Gregoriadis   |  |           | 5/26/04 |  |                                                                |  | 130,232 |                                                                  |  |  | –                         |  |  |                             |           |  |                                                                                       |  |   |                           |  |  | –                           | 



|(1) | The JSOP awards do not carry an expiration date once vested. Please refer to Note
10 to our audited consolidated financial statements included in our Annual Report on Form 10-K filed with the SEC on April 15,
2015 for further description of the JSOP awards.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





8







Option Exercises during Fiscal Year



The following table sets forth certain information with respect
to options exercised by our named executive officers during the year ended December 31, 2014.



|Name                  | Number of Shares 
Acquired on Exercise 
(#) | Value Realized on 
Exercise ($)
|--------------------- | ------------------------------------------- | -------------------------------
|Michael Scott Maguire | 1,984,080                                   | $    509,661                   







Employment Agreements with our Named
Executive Officers



Employment
Agreement with Michael Scott Maguire



The Company entered
into a written employment agreement with Michael Scott Maguire on November 3, 2009 for a term then commencing and continuing
thereafter unless and until terminated by either Mr. Maguire or the Company in writing with not less than twelve months’
notice. Mr. Maguire’s present annual salary under his employment agreement is $543,840. The salary under this agreement
is subject to periodic review by the Company without any obligation on the part of the Company to increase. The Company is required
to make contributions to its Defined Contribution Pension Scheme, currently being made at a rate of 12% of base salary. Additionally,
Mr. Maguire is provided with life insurance coverage equal to four times base salary and is entitled to participate in the
Company’s Permanent Health and Private Medical Schemes. He is also eligible to participate in the Company’s bonus and
share option/equity incentive schemes in force from time to time. The agreement may be terminated by the Company for good cause
without notice or payment in lieu of notice to Mr. Maguire.



Employment
Agreement with Colin W. Hill



The Company entered
into a written employment agreement with Colin W. Hill in June 2007 for a term commencing June 11, 2007 and continuing thereafter,
indefinitely, unless terminated by either Mr. Hill or the Company in writing with not less than twelve months’ notice.
Mr. Hill’s present annual salary under his employment agreement is $253,133 and is subject to annual review by the Company
without any obligation on the part of the Company to increase. The Company is required to make contributions to a Defined Contribution
Personal Pension Scheme, currently being made at a rate of 12% of base salary. Additionally, Mr. Hill is provided with life
insurance coverage equal to approximately $114,000. He is also eligible to participate in the Company’s share option/equity
incentive schemes in force from time to time but has no contractual entitlement to participate in the Company’s bonus scheme.
The agreement may be terminated by the Company for good cause without notice or payment in lieu of notice to Mr. Hill.



Employment
Agreement with Dr. Henry Hoppe IV



The Company entered
into a written employment agreement with Dr. Henry Hoppe IV in April 2012. Dr. Hoppe’s current annual salary under
his employment agreement is $200,000. Dr. Hoppe’s annual base salary shall be re-determined annually by the Chief Executive
Officer and or by the Board of Directors and he is eligible for a performance bonus of up to 25% of his then current annual base
salary as provided in the agreement. If the Company terminates his agreement without cause or if he terminates his employment agreement
with cause, then Dr. Hoppe shall be entitled to a severance payment equal to six months of his annual base salary, plus one
month additional salary for each complete year of employment starting with the first anniversary of the effective date of the employment
agreement which employment agreement was effective April 2012. The agreement may be terminated by the Company for good cause without
notice or payment in lieu of notice to Dr. Hoppe.



Director Compensation Table



The following table
sets forth certain information with respect to non-employee director compensation during 2014.



|Name                  |   | Fees Earned or Paid in Cash ($) |         |  | Stock
    Awards (1) ($) |   |         | Option
    Awards (2) ($) |  |   | All
Other
                                                                               Compensation ($) |  |  | Total ($) |      
|--------------------- | - | ------------------------------- | ------- |  | ------------------------ | - | ------- | ------------------------- |  | - | --------------------------------------------------------------------------------------------------------- |  |  | --------- | -----
|Firdaus J. Dastoor    |   | $                               | 4,944   |  |                          | $ | 239,889 |                           |  | $ | –                                                                                                         |  |  | $         | –    
|Artur Isaev           |   |                                 | 4,944   |  |                          |   | –       |                           |  |   | –                                                                                                         |  |  |           | –    
|Roman Knyazev         |   |                                 | 4,944   |  |                          |   | –       |                           |  |   | –                                                                                                         |  |  |           | –    
|Dr. Timothy Coté      |   |                                 | 22,917  |  |                          |   | –       |                           |  |   | –                                                                                                         |  |  |           | 3,243
|Darlene Deptula-Hicks |   |                                 | 36,250  |  |                          |   | –       |                           |  |   | 22,538                                                                                                    |  |  |           | –    
|Sir Brian Richards    | * |                                 | 103,808 |  |                          |   | –       |                           |  |   | –                                                                                                         |  |  |           | –    
|Mark Leuchtenberger   | * |                                 | 33,333  |  |                          |   | –       |                           |  |   | 33,807                                                                                                    |  |  |           | –    



|(1) | The amounts represent the aggregate grant date fair value of the warrant award granted during 2014.
The valuation of the warrant award is based on the assumptions and methodology set forth in Note 9 to our audited consolidated
financial statements included in our Annual Report on Form 10-K filed with the SEC on April 15, 2015
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | The amounts represent the aggregate grant date fair value of stock options granted during 2014.
The valuation of stock options is based on the assumptions and methodology set forth in Note 10 to our audited consolidated financial
statements included in our Annual Report on Form 10-K filed with the SEC on April 15, 2015       

* These non-employee
directors were members of the Board of Directors during a portion of 2014 and subsequently resigned prior to April 30, 2015.





9







ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS



The following table
sets forth certain information regarding the beneficial ownership of the Company’s common stock as of April 30, 2015
by (i) each director of the Company; (ii) each named executive officer of the Company; (iii) all executive officers
and directors of the Company as a group; and (iv) each stockholder known by the Company to be the beneficial owner of more
than 5% of the shares of its common stock. In compiling the table, the Company has relied upon information supplied by such persons
and upon information contained in SEC filings.



Under applicable
rules of the Securities Exchange Act of 1934 (the “Exchange Act”), a person is deemed to beneficially own shares of
common stock if that person directly or indirectly has or shares voting power or investment power with respect to those shares.
Except as indicated in the footnotes to the table, the individuals and entities named in the table have sole voting and investment
power with respect to all shares of common stock that they respectively own beneficially.



Under applicable
Exchange Act rules, a person is also deemed to beneficially own shares which the person has the right to acquire within sixty days.
For example, on April 30, 2015, if an individual owns options to acquire 1,000 shares of common stock and those options would
be exercisable on or before June 19, 2015, that individual will also be deemed to own those 1,000 shares of common stock on
April 30, 2015.



The percentage
of shares beneficially owned is based on 149,985,476 shares of common stock outstanding as of April 30, 2015. Unless otherwise
indicated, the address for each listed stockholder is c/o Xenetic Biosciences, Inc., 99 Hayden Ave, Suite 230, Lexington, MA 02421.



|Name of Beneficial Owner                                    |  | Number of Shares |            |     | Percent
ofBeneficialOwnership ofCommon Stock | 
|----------------------------------------------------------- |  | ---------------- | ---------- | --- | -------------------------------------------- | 
|Named Executive Officers and Directors:                     |  |                  |            |     |                                              | 
|Michael Scott Maguire                                       |  |                  | 11,651,576 | (1) |                                              | 
|Colin W. Hill                                               |  |                  | 3,067,167  | (2) |                                              | 
|Firdaus J. Dastoor                                          |  |                  | 1,959,968  | (3) |                                              | 
|Darlene Deptula-Hicks                                       |  |                  | 40,000     | (4) |                                              | 
|Artur Isaev                                                 |  |                  | –          |     |                                              | 
|Dr. Timothy Coté                                            |  |                  | –          |     |                                              | 
|Roman Knyazev                                               |  |                  | –          |     |                                              | 
|All executive officers and directors as a group (7 members) |  |                  | 16,718,711 | (5) |                                              | 
|5% Stockholders                                             |  |                  |            |     |                                              | 
|SynBio LLC                                                  |  |                  | 69,111,448 | (6) |                                              | 
|Baxter Healthcare SA                                        |  |                  | 17,627,589 | (7) |                                              | 
|Serum Institute of India                                    |  |                  | 17,043,984 | (8) |                                              | 

|*   | Represents beneficial ownership of less than one percent.                                                                                                                                                                                                                                                                                                                   
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | The total beneficial ownership consists of 2,440,424 shares of common stock owned directly or through
nominee trusts, 8,716,082 JSOP award shares and 495,070 shares issuable upon exercise of options.                                                                                                                                                                     
|(2) | The total beneficial ownership consists of 599,984 shares of common stock owned directly or through
nominee trusts, 1,972,112 JSOP award shares and 495,071 shares issuable upon exercise of options.                                                                                                                                                                       
|(3) | The total beneficial ownership consists of 359,968 shares of common stock owned directly or through
nominee trusts and 1,600,000 shares issuable upon exercise of warrants.                                                                                                                                                                                                 
|(4) | The total beneficial ownership consists of 40,000 shares issuable upon exercise of options.                                                                                                                                                                                                                                                                                 
|(5) | The total beneficial ownership consists of 3,400,376 shares of common stock owned directly or through
nominee trusts, 10,688,194 JSOP award shares, 1,030,141 shares issuable upon exercise of options and 1,600,000 shares issuable
upon exercise of warrants.                                                                                                             
|(6) | The total beneficial ownership consists of 62,366,448 shares of common stock owned directly, including
4,800,000 held in escrow, and 6,745,000 shares issuable upon exercise of warrants. The address of SynBio LLC is Building 2, 55/1,
Leninsky Prospekt, Moscow, Russian Federation.                                                                                     
|(7) | The total beneficial ownership consists of 13,039,291 shares of common stock owned directly and
4,588,298 shares issuable upon exercise of warrants. The address of Baxter Healthcare SA is Postfach, 8010, Zurich, Switzerland.                                                                                                                                            
|(8) | The total beneficial ownership consists of 7,582,400 shares of common stock owned directly, 6,261,584
shares of common stock owned by related affiliates of Serum Institute of India and 3,200,000 shares issuable upon exercise of warrants.
The address of Serum Institute of India is S. No. 212/2, Off Soli Poonawalla Road, Hadapsar, Pune, 411028, Maharashtra, India.





10







Stock-Based Compensation Plans



Prior to the Acquisition,
the Company had two incentive stock plans, the Lipoxen plc Unapproved Share Option Plan (the “2000 Stock Plan”) and
the Xenetic Biosciences plc 2007 Share Option Scheme (the “2007 Stock Plan”). Subsequent to the Acquisition, the 2000
and 2007 Stock Plans were converted to reflect the new shares issued by the Company under the Scheme of Arrangement related to
the Acquisition. As part of the conversion, option holders under the 2000 and 2007 Stock Plan have the right to subscribe for a
number of shares of common stock in the Company (the “Replacement Option Shares”) in exchange for the cancellation
and surrender by the option holder of the original options granted by the 2000 and 2007 Stock Plans. The number of Replacement
Option Shares is determined in the same manner in which the shareholders of Xenetic UK were given the right to acquire shares of
common stock in the Company according to the Acquisition. The aggregate exercise price payable in US dollars for Replacement Option
Shares is the same as the aggregate exercise price in pounds sterling of the original options, using a foreign currency exchange
rate for pounds sterling into US dollars of 1.6531, being the rate quoted by Barclays Bank plc at 12 noon Greenwich Mean Time (“GMT”)
on January 22, 2014, the date of the Acquisition.



The Equity Incentive Plan



The Equity Incentive
Plan (the “2014 Plan”) was adopted and became effective January 23, 2014. The purpose of the 2014 Plan is to enhance
the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer all eligible present
and future employees, consultants and non-employee directors stock-based incentives in the Company in order to attract, retain
and reward such individuals and strengthen the mutual interests between such individuals and the Company’s stockholders.



The 2014 Plan provides
for the grant of any or a combination of incentive stock options, nonqualified stock options, restricted stock awards, or any other
stock based award, including any restricted stock unit to all eligible present and future employees, consultants and non-employee
directors. The Company has broad authority to determine whether and to what extent awards are to be granted under the 2014 Plan.



The aggregate number
of shares of common stock that may be issued under the 2014 Plan shall not exceed 15% of the issued and outstanding shares of common
stock of the Company.



Subsequent to the
Acquisition, holders of awards under the 2000 Stock Plan and 2007 Stock Plan either forfeited those awards or consented in writing
to convert those awards into the 2014 Plan, pursuant to a rollover deed.



Stock-Based Compensation Plan Information



The following table
sets forth information as of December 31, 2014 with respect to compensation plans (including individual compensation arrangements)
under which equity securities are authorized for issuance:



|Plan Category                                              |  | Number
    of Securities to be Issued upon Exercise of Outstanding Options,Warrants
    andRights |            |  | Weighted
    AverageExercise Priceof
    OutstandingOptions, Warrants and Rights |   |      | Number
    of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities
    Reflectedin Column (a)) | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- | ---------- |  | -------------------------------------------------------------------------------- | - | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                           |  | (a)                                                                                               |            |  | (b)                                                                              |   |      | (c)                                                                                                                                                | 
|Equity compensation plans approved by security holders     |  |                                                                                                   | 21,694,746 |  |                                                                                  | $ | 0.66 |                                                                                                                                                    | 
|Equity compensation plans not approved by security holders |  |                                                                                                   | –          |  |                                                                                  |   | –    |                                                                                                                                                    | 
|Total                                                      |  |                                                                                                   | 21,694,746 |  |                                                                                  | $ | 0.66 |                                                                                                                                                    | 





11







ITEM 13 – CERTAIN RELATIONSHIPS
AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE



Policy Regarding Related Party Transactions



Any transaction
between the Company and its officers, directors, principal stockholders or affiliates are required to be on terms no less favorable
to us than could be reasonably obtained in arms-length transactions with independent third parties, and any such material related
party transactions must also be approved by a majority of the Board of Directors.



Relationship with SynBio LLC Generally



SynBio LLC (“SynBio”)
is the Company’s largest single shareholder and currently owns approximately 41.6% of the Company’s common stock. In
August 2011, the Company entered into a Co-Development Agreement with SynBio, which is still in effect, pursuant to which the Company
granted an exclusive license to SynBio to develop pharmaceutical products within Russia and the Commonwealth of Independent States
using certain molecule(s) based on SynBio’s technology and the Company’s proprietary technologies: PolyXen®,
OncoHistTM and ImuXen®. In return, SynBio granted an exclusive license to the Company to use the pre-clinical
and clinical data generated by SynBio in certain agreed upon products and engage in the development of commercial drug candidates.



The Co-Development
Agreement provides for the sale of certain research supplies between each company. For the years ended December 31, 2014 and
2013, the Company did not recognized any supply service revenues from sales to SynBio in connection with the Co-Development Agreement.



Loan from SynBio LLC



In May 2011, the
Company entered into a short term unsecured loan facility of up to $1.7 million from SynBio. The loan carried an initial stated
interest rate of 8.04% payable upon repayment of the loan. The initial due date of the SynBio loan was December 2011. By written
agreement, the initial due date was extended to June 2012. During 2012, the loan matured and it was agreed by both parties that
the loan can be called due with full repayment of the outstanding principal including accrued interest upon future agreement by
both parties. It was also agreed at this point that as of July 1, 2012, no further interest on the outstanding loan balance
will be accrued. A payment of $286,124 on the outstanding loan was made to SynBio during the year ended December 31, 2014. As of
December 31, 2014, the loan amount outstanding was $395,000.



Relationship with Serum Institute
of India Generally



Serum Institute
of India (“Serum Institute”) currently owns approximately 9.2% of the Company’s common stock. In the period from
2004 through 2011, the Company entered into and amended certain license and supply agreements with Serum Institute. The original
license agreement with Serum Institute was a collaborative Development and Manufacturing Arrangement (“DMA”) to develop
agreed upon potential commercial product candidates using the Company’s PolyXen® technology. Following the
2011 amendment, which is still in effect, Serum Institute retained an exclusive license to use the Company’s PolyXen®
technology to research and develop one potential commercial product, Polysialylated Erythropoietin (“PSA-EPO”) in territories
excluding the United States of America, European Economic Area, Japan, Russia, the Commonwealth of Independent States, South Korea
and other certain territories. Serum Institute will be responsible for conducting all pre-clinical and clinical trials required
to achieve regulatory approvals within the certain predetermined territories at Serum Institute’s own expense.



Manufacturing Agreement with Serum Institute
of India



The 2011 amendment
also provides for the supply of PSA by Serum Institute to the Company and its collaborative partners. Serum Institute has the non-exclusive
right to supply PSA to the Company and the Company’s collaborative partners and customers on a cost-plus basis. On an individual
basis, Serum Institute may enter into separate supply agreements with the Company and/or its collaborative partners for the purpose
of providing a supply of PSA directly to the collaborative partners. Further, any agreement between Serum Institute and a collaborative
partner shall not create any obligation or liability for the Company.



During 2014 and
2013, the Company paid Serum Institute zero and $14,938, respectively, in respect of the supply of PSA and zero and $154,500, respectively,
for the supply of PSA-EPO in respect of and for use in the Company’s ErepoXen® human clinical trials being
conducted in Australia.





12







Relationship with Baxter Healthcare
SA Generally



Baxter Healthcare
SA (“Baxter SA”) currently owns approximately 8.7% of the Company’s common stock. The Company has entered into
an exclusive research, development, license and supply agreement with Baxter SA and Baxter Healthcare Corporation (together referred
to as “Baxter”) to develop products using the Company’s and Baxter’s proprietary technologies. The agreement
with Baxter was originally entered into in August 2005 and has been amended several times, most recently in January 2014. The 2014
amendment resulted in increased development, regulatory, sales and deadline extension receipts, restructured target deadlines and
royalty receipts on potential net sales.



Baxter SA $10 Million Equity Investment
in the Company



In connection with
the January 2014 amendment, the Company entered into a stock purchase agreement with Baxter SA, pursuant to which the Company sold
to Baxter SA 10,695,187 shares of the Company’s common stock, par value $0.01 per share (the “Shares”) for $10
million. Pursuant to the stock purchase agreement, Baxter SA agreed that until the earlier of (i) three months after the effective
date of a listing of the Company’s common stock on the NASDAQ Stock Market or (ii) January 29, 2015 (such earlier
date, the “Lock-Up Expiration Date”), Baxter SA would not assign, transfer, sell or dispose of the Shares to any party
other than a wholly owned subsidiary. In addition, Baxter SA agreed that until the 12 month anniversary of the Lock-Up Expiration
Date, it would not sell or offer to sell any shares of the Company’s common stock in an amount that would exceed 15% of the
daily trading volume of Company’s common stock on the principal market or exchange on which the shares of Company’s
common stock are traded, and in no event would Baxter SA sell or offer to sell more than 15% of the Shares in any one month period.
In February 2015, Baxter agreed in writing to a further lock-up period expiring in August 2015 and certain other related restrictions.



Consulting Services Agreement with Dr. Timothy
R. Coté



Dr. Timothy
R. Coté is party to a letter agreement with the Company under which he is entitled to an annual fee of $25,000 paid in quarterly
installments for his services as Director of the Company. Dr. Coté was appointed to the Board of Directors of the Company
on February 7, 2014. In addition his 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 plus issuance of options to purchase up to 50,000 shares of
our common stock, subject to certain vesting requirements.



Under his agreement,
Dr. Coté’s consulting firm, Coté Orphan Drug Consulting, LLC (“CODC”), shall have the exclusive
right to advise the Company on all orphan drug filings with the U.S. Food and Drug Administration for so long as Dr. Coté
remains a member of the Board of Directors. During 2014, Dr. Coté has charged the Company $26,160 in respect of director
services provided and $133,381 for advisory services related to certain orphan drug filings. In addition, CODC charged the Company
$43,000 in advisory fees in fiscal year 2013, prior to Dr. Coté’s appointment to the Board of Directors.



Director Independence



Presently, we are
not required to comply with the director independence requirements of any securities exchange and have not adopted formal independence
standards.



ITEM 14 – PRINCIPAL ACCOUNTING
FEES AND SERVICES



The following table
sets forth the Company’s fees billed for services rendered by Ernst & Young LLP, United Kingdom in 2014 and 2013.
All fees described below were approved by our Board of Directors.



|                   |  | 2014 |         |  | 2013 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 332,500 |  |      | $
|Audit-Related Fees |  |      | 21,000  |  |      |  
|Tax Fees           |  |      | 6,000   |  |      |  
|Other Fees         |  |      | –       |  |      |  
|                   |  | $    | 359,500 |  |      | $





13







Audit Fees



Audit fees include
the total fees incurred in connection with the audit of our annual consolidated financial statements for each of the years ended
December 31, 2014 and 2013.



Audit-Related Fees



Audit-related fees
during the years ended December 31, 2014 and 2013 include the total fees incurred in connection with consulting services concerning
financial accounting and reporting requirements in contemplation of the Company’s transition to a US Securities Exchange
Commission registrant.



Tax Fees



Tax fees include
the total fees incurred in connection with tax compliance and general advisory services provided during the years ended December
31, 2014 and 2013.



Audit and Non-Audit Services Pre-Approval
Policy



The Board of Directors
acts as the audit committee of the Company, and accordingly, all services are approved by the Board of Directors.



Pursuant to the
Board of Directors’ policy, to help ensure the independence of our independent registered public accounting firm, all auditing
services and permitted non-audit services (including the terms thereof) to be performed for us by our independent registered public
accounting firm must be pre-approved by the Board of Directors, subject to the de-minimis exceptions for non-audit services described
in Section 10A(i)(1)(B) of the Securities Exchange Act of 1934, which are approved by the Board of Directors prior to the
commencement of services.



Our Board of Directors
approved and retained Ernst & Young LLP, United Kingdom to audit our consolidated financial statements for 2014 and 2013
and provide audit-related and tax services in 2014 and 2013. Our Board of Directors reviewed all services provided by Ernst &
Young LLP, United Kingdom in 2014 and 2013 and concluded that the services provided were compatible with maintaining its independence.





14







PART IV



ITEM 15 – EXHIBITS AND
FINANCIAL STATEMENT SCHEDULES

| | (b) | Exhibits: The attached list of exhibits in the “Exhibit Index” immediately preceding
the exhibits to this Form 10-K/A is incorporated herein by reference in response to this item.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------























































15







SIGNATURES



Pursuant to the
requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.



|               | XENETIC BIOSCIENCES, INC.
|-------------- | -------------------------
|               |                          
|April 30, 2015 | By:                      
|               |                          



Pursuant to the
requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities indicated below on the 30th day of April, 2015.

|                                                          |  |                                                                                      
|--------------------------------------------------------- |  | -------------------------------------------------------------------------------------
|Signature                                                 |  | Title(s)                                                                             
|                                                          |  |                                                                                      
|/S/ MICHAEL SCOTT MAGUIRE


        Michael Scott Maguire |  | President,
Chief Executive Officer and Director
        (Principal Executive Officer)
|                                                          |  |                                                                                      
|/S/ COLIN WILLIAM HILL


        Colin William Hill       |  | Chief
Financial Officer
        (Principal Financial Officer)                        
|                                                          |  |                                                                                      
|*


        Firdaus Jal Dastoor FCS                       |  | Director                                                                             
|                                                          |  |                                                                                      
|*


        Artur Isaev                                   |  | Director                                                                             
|                                                          |  |                                                                                      
|*


        Roman Knyazev                                 |  | Director                                                                             
|                                                          |  |                                                                                      
|*


        Dr. Timothy R. Coté                           |  | Director                                                                             
|                                                          |  |                                                                                      
|*


        Darlene Deptula-Hicks                         |  | Director                                                                             



|     |                          
|---- | -------------------------
|*By: | /S/ MICHAEL SCOTT MAGUIRE
|     | Michael Scott Maguire    
|     | Attorney-in-Fact         





16







EXHIBIT INDEX

|              |                                                                                                                                                                              
|------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER | DESCRIPTION                                                                                                                                                                  
|14            | Code of Business Conduct and Ethics                                                                                                                                          
|31.3          | Certification of Michael Scott Maguire, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                              
|31.4          | Certification of Colin W. Hill,
    Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                  
|32.2          | Certifications of Michael Scott Maguire, Chief Executive Officer, and Colin William Hill, Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|              |                                                                                                                                                                              
|              |                                                                                                                                                                              





























17