Xenetic Biosciences Announces Agreement to Acquire Santersus AG

What Happened
Xenetic Biosciences, Inc. (XBIO) entered into a Share Exchange Agreement dated September 14, 2026 to acquire the entire issued share capital of Swiss-based Santersus AG, with the deal intended to qualify as a tax-free reorganization under IRC Section 368(a). At closing Xenetic will issue Company common stock to Santersus shareholders based on an agreed exchange ratio (no fractional shares will be issued), and outstanding Santersus options will be converted and assumed by Xenetic. Xenetic will file a proxy statement to seek stockholder approvals required for the transaction (including issuance of the consideration, an increase in authorized shares and a name change to Santersus Bio, Inc.), and a resale registration statement on Form S-1 to register the shares issued in the Acquisition. A joint press release and investor presentation were released September 16, 2026; a conference call/webcast was scheduled for September 16 at 8:30 a.m. ET.

Key Details

• Agreement date: September 14, 2026; press release filed September 16, 2026.
• Expected ownership after closing: Santersus shareholders ~85% and existing Xenetic shareholders ~15% on a fully diluted basis (assuming Net Cash = $0 at closing).
• Board & branding: Combined board expected to be 8 members (6 designated by Santersus; 2 by Xenetic) with Santersus to designate the chair; Company to change name to Santersus Bio, Inc. and expect Nasdaq listing under ticker “SNTS.”
• Stockholder approvals required: issuance of shares, change of control under Nasdaq rules, amendment to authorize more shares, name change, and any option/warrant plan amendments; proxy will also cover Xenetic’s director elections, ratification of auditor (CBIZ CPAs P.C. for FY2026), and a non-binding advisory vote on executive compensation.
• Governance / support: Certain Xenetic stockholders (including officers/directors) holding ~9.0% agreed to vote in favor of the transaction; officers/directors and certain stockholders of both companies agreed to 180-day post-closing lock-ups.
• Deal protections & costs: Xenetic may owe a $500,000 termination fee in specified termination scenarios; under certain conditions either party may reimburse the other’s fees/expenses up to $300,000.
• Closing conditions include: Xenetic stockholder approval, effectiveness of the resale registration statement (no stop order), Nasdaq approval to list the issued shares, and other customary conditions and accuracy of representations.

Why It Matters
This is a transformational transaction that would give Santersus equity holders a controlling stake (~85%) in the combined company, change management/board composition and the company name, and require Xenetic stockholder approval. If completed, current Xenetic shareholders will see significant ownership dilution and a likely strategic shift under Santersus leadership. Key near-term items for investors: review the proxy and S-1 when filed (timing and disclosures), monitor satisfaction of closing conditions (registration and Nasdaq approvals), and note the lock-up and termination fee provisions that affect post-closing liquidity and deal risk.