UNITED STATES SECURITIES AND EXCHANGE
COMMISSION

Washington, DC 20549



Form 10-K/A

Amendment No. 2



|                     |                                                                                                                                                                          
|-------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(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,
        2015                
|                     |                                                                                                                                                                          
| ̈                    | 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 ̈Nox

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 ̈Nox

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):    YesxNo ̈

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):    YesxNo ̈

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:    YesxNo ̈

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 ̈Nox



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, 2015 (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 $9,500,000.



As of April
29, 2016 the number of outstanding shares of the registrant’s common stock was 297,790,240.



DOCUMENTS
INCORPORATED BY REFERENCE

None.
















EXPLANATORY NOTE



The Registrant is
filing this Amendment No. 2 on Form 10-K/A (“Form 10-K/A #2”) to its Annual Report on Form 10-K for the fiscal
year ended December 31, 2015 (“Form 10-K”) in order to:



Amend and replace
in its entirety the REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM,Ernst & Young LLP, Reading, United Kingdom,
dated April 15, 2015. This 10-K/A #2 is required in order to clarify that Ernst & Young LLP, as predecessor auditor, was not
engaged to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in par value described
in Note 11. Those adjustments were audited by the successor auditor; and



Amend
and replace in their entirety the following disclosures included in ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS of Form 10-K under the heading RESULTS OF OPERATIONS: 1) the table that sets forth
the R&D costs incurred by the Company, by category of expense, for the year ended December 31, 2014 under the caption “Research
and Development”, 2) the narrative descriptions of period over period changes in results of operations under the captions
“Research and Development by Category of Expense” under Outside Services and Contract Research Organization Costsand Share-based Expense; and 3) the cash flows narrative under the caption “Cash Flows Used in Operating Activities”.
The changes are being made in order to reclassify an $811,196 expense representing the fair value of common stock issued in exchange
for an intellectual property assignment to the Company made during 2014 and to amend Cash flows used in operating activities for
the year ended December 31, 2014 from approximately $12.3 million to approximately $12.7 million.





Except as described above and as previously
filed with Amendment No. 1 on Form 10-K/A filed on April 29, 2016, there have been no other changes to the Annual Report filed
on Form 10-K filed with the SEC on March 30, 2016. This Form 10-K/A #2 does not purport to reflect any information or events subsequent
to the filing thereof. As such, this Form 10-K/A #2 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 #2 should be read in conjunction with the Form 10-K.
























PART
II



ITEM 7 – MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



Research and
Development



The
Company engages in independent research and development (“R&D”) in connection with its various technologies. Overall,
corporate R&D expenses for the year ended December 31, 2015 decreased by approximately $2.89 million, or 45.7% to $3.43 million
from $6.32 million in 2014. The table below sets forth the R&D costs incurred by the Company, by category of expense, for the
years ended December 31, 2015 and 2014:



|                                                     |  | Year ended December 31, |          
|---------------------------------------------------- |  | ----------------------- | ---------
|Category of Expense                                  |  | 2015                    |          
|Outside services and Contract Research Organizations |  | $                       | 1,794,523
|Share-based expense                                  |  |                         | 886,805  
|Salaries and wages                                   |  |                         | 491,623  
|Rents                                                |  |                         | 89,354   
|Lab consumables                                      |  |                         | 23,711   
|Other                                                |  |                         | 148,000  
|Total research and development expense               |  | $                       | 3,434,016



Research
and Development by Category of Expense



Outside
Services and Contract Research Organization Costs



The
significant decrease in outside services and contract research organization costs of $2,502,272, or 58.2% for the year ended December
31, 2015 is primarily due to the planned deferral of IND-enabling preclinical work conducted in connection with the OncoHistTM
program due to working capital constraints. The costs of conducting the ongoing ErepoXenTM human clinical trials were relatively
unchanged as the trials proceeded as planned, with costs of approximately $1.07 million and $1.12 million in 2015 and 2014, respectively.



Share-based
Expense



Share-based
expense decreased $66,024 or 6.9% to $886,805 for the year ended December 31, 2015 from $952,829 for the prior year. The fluctuation
is primarily due to the normal expensing of the fair value of stock option awards and warrants granted to R&D personnel in
September 2015 and December 2014. The December 2014 warrant grants did not have a significant impact on the 2014 shared-based payments
expense but resulted in a $706,500 expense for the year ended December 31, 2015. The 2014 share-based expense includes $811,196
for the fair value of common stock issued in exchange for an intellectual property assignment to the company made during 2014 compared
to $0 for the comparable period in 2015.



Cash Flows Used in Operating Activities



Cash
flows used in operating activities for the year ended December 31, 2015 totaled approximately $5.3 million. The $5.3 million includes
net operating cash uses of approximately $1.78 million in consulting, legal and other professional service fees, approximately
$1.54 million in salaries and wages, including scientific staff, approximately $1.25 million in program-specific clinical development
costs and approximately $232,000 in rent and utilities expenses.



Cash
flows used in operating activities for the year ended December 31, 2014 totaled approximately $12.7 million. The $12.7 million
includes net operating cash uses of approximately $7.00 million in consulting, legal and other professional service fees, approximately
$3.01 million in salaries and wages, including scientific staff, and approximately $1.80 million in program-specific clinical development
costs.









1






ITEM 8 – FINANCIAL STATEMENTS
AND SUPPLEMENTARY DATA



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



The Board
of Directors and Shareholders of Xenetic Biosciences, Inc.



We
have audited, before the effects of the adjustments
to retrospectively apply the change in par value described in Note 11, the consolidated balance sheet of Xenetic Biosciences, Inc.
(the “Company”) as of December 31, 2014, and the related consolidated statements of comprehensive loss, changes in
stockholders’ equity, and cash flows for the year then ended (the 2014 financial statements before the effects of the adjustments
discussed in Note 11 are not presented herein). Our audit also includes the financial statement schedule. The 2014 financial statements
and schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial
statements based on our audit.



We conducted our audit
in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.
We were not engaged to perform an audit of the Company’s internal control over financial reporting. Our audit included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that our audit provide a reasonable basis for our opinion.



In our opinion, the
2014 financial statements, before the effects of the adjustments to retrospectively apply the change in par value described in
Note 11, present fairly, in all material respects, the consolidated financial position of Xenetic Biosciences, Inc. as of December
31, 2014, and the consolidated results of its operations and its cash flows for the year then ended in conformity with US generally
accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to
the basic financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.



The accompanying consolidated
financial statements have been prepared assuming that the Company will continue as a going concern. As disclosed in Note 1 to the
Financial Statements, the Company’s recurring losses from operations and its requirement to raise funds to continue operations
beyond April 2015, raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard
to these matters are also described in Note 1. The 2014 consolidated financial statements do not include any adjustments to
reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities
that may result from the outcome of this uncertainty.



We were not engaged
to audit, review, or apply any procedures to the adjustments to retrospectively apply the change in par value described in Note
11 and, accordingly, we do not express an opinion or any other form of assurance about whether such adjustments are appropriate
and have been properly applied. Those adjustments were audited by the successor auditor.



/s/ Ernst & Young LLP



Reading, United Kingdom



April 15, 2015











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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.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------































3






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.
|            |  |                           |                                      
|May 6, 2016 |  | By:                       | /S/ MICHAEL SCOTT MAGUIRE            
|            |  |                           | Michael Scott Maguire                
|            |  |                           | Chief Executive Officer and President



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 6th day of May, 2016.



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


        Michael Scott Maguire |  | President, Chief Executive Officer
        and Director
        (Principal Executive Officer)
|                                                          |  |                                                                                              
|*


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


        Darlene Deptula-Hicks                         |  | Director                                                                                     
|                                                          |  |                                                                                              
|*


        Roman Knyazev                                 |  | Director                                                                                     
|                                                          |  |                                                                                              
|*


        Dr. Roger Kornberg                            |  | Director                                                                                     







*By:/S/ MICHAEL SCOTT MAGUIRE

Michael
Scott Maguire

Attorney-in-Fact





























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EXHIBIT INDEX

|              |                                                                                                                                                        
|------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------
|EXHIBITNUMBER | DESCRIPTION                                                                                                                                            
|              |                                                                                                                                                        
|31.1*         | Certification of Michael Scott Maguire, Principal Executive Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                        
|31.2*         | Certification of Michael Scott Maguire, Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                         
|32.1**        | Certifications of Michael Scott Maguire, Chief Executive Officer and Chief Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|              |                                                                                                                                                        

| | (1) | Incorporated by reference to Amendment No. 1 to the Annual
Report on Form 10-K filed April 30, 2015
| | --- | ---------------------------------------------------------------------------------------------------

| | * | Filed herewith
| | - | --------------

| | ** | Furnished herewith
| | -- | ------------------























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