XENETIC BIOSCIENCES, INC. 10-K/A

 true to include items 10-14 of Part III 2024 FY 0001534525

 0001534525

 2024-01-01
 2024-12-31

 0001534525

 2024-06-28

 0001534525

 2025-04-18

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 Form 10-K/A

 Amendment No. 2

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934.

 For the fiscal year ended December 31, 2024

 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: 001-37937

 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.)

 945 Concord Street

 Framingham, Massachusetts 01701

 (Address of principal executive offices (Zip
code)

 781 - 778-7720

 (Registrant's telephone number, including
area code)

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Common
Stock, $0.001 par value per share

 XBIO

 The Nasdaq Capital Market

 Securities registered pursuant to Section 12(g)
of the Act:

 None

if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act: Yes No

if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act: Yes No

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 No

whether the registrant has submitted electronically every Interactive Data File required to be submitted 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
such files): Yes No

whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an
emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" "smaller
reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act by the registered public accounting firm that prepared
or issued its audit report.

 If securities are registered
pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing
reflect the correction of an error to previously issued financial statements.

whether any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by
any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2): Yes No

 The aggregate market
value of the voting and non-voting common stock held by non-affiliates of the registrant as of June 28, 2024, the last business day of
the registrant's most recently completely second fiscal quarter, based upon the closing price of the registrant's common stock
on the Nasdaq Capital Market on that date of $4.07, was approximately $ 5,301,818. For purposes of this computation, all officers, directors,
and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed to be an admission that
such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

 As of April 18, 2025,
the number of outstanding shares of the registrant's common stock was 1,542,139.

 DOCUMENTS INCORPORATED BY REFERENCE

 None

 EXPLANATORY NOTE

 The Registrant is filing this Amendment No. 2
on Form 10-K/A (this "Amendment") to amend its Annual Report on Form
10-K for the fiscal year ended December 31, 2024, originally filed with the Securities and Exchange Commission ("SEC")
on March 18, 2025, as amended by that Amendment No. 1 on Form 10-K/A filed with the SEC on April 29, 2025 (as amended, the "Original
Filing"). We are filing this Amendment solely to add a new paragraph under the heading "Equity Award Grant Practices"
Filing.

 Part III, Item
11 of the Original Filing is being amended and restated in its entirety by this Amendment. In addition, pursuant to Rule 12b-15
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), Part IV, Item 15 of the Original Filing is being
amended to contain the currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto
as Exhibit 31. 5 and Exhibit 31. 6, respectively. Because
no financial statements are included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items
307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted.

 Except as described above, this Amendment does
not amend or otherwise update any other information in the Original Filing. Accordingly, this Amendment should be read in conjunction
with the Original Filing. In addition, this Amendment does not reflect events that may have occurred subsequent to the date of the Original
Filing.

 As used
in this Amendment, unless otherwise indicated, all references herein to "Xenetic," the "Company," "we"
or "us" refer to Xenetic Biosciences, Inc. and its wholly owned subsidiaries.

 i

 XENETIC BIOSCIENCES, INC.

 2024 ANNUAL REPORT ON FORM 10-K

 Item 11

 Executive Compensation

 Item 15

 Exhibits and Financial Statement Schedules

 ii

 PART
III

 ITEM 11 – EXECUTIVE COMPENSATION

 Summary Compensation Table – 2023 - 2024

 The following table sets forth, for the years
ended December 31, 2024 and 2023, the compensation information for James Parslow, our Interim Chief Executive Officer and Chief Financial
Officer, Jeffrey Eisenberg, our former Chief Executive Officer and Dr. Curtis Lockshin, our former Chief Scientific Officer. We refer
to Messrs. Parslow, Eisenberg, and Lockshin herein, collectively, as our "named executive officers."

 Name and Principal Position

 Year

 Salary
 ($)

 Option

 Awards (1)
 ($)

 Non-Equity Incentive Plan Compensation (2)

 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 James Parslow,

 2024

 $
 378,378

 $
 67,280

 $
 –

 $
 35,510
 (3)

 $
 481,168

 Interim Chief Executive Officer & Chief Financial Officer

 2023

 $
 329,175

 $
 33,932

 $
 33,411

 $
 37,214

 $
 433,732

 Jeffrey F. Eisenberg,

 2024

 $
 201,843

 $
 –

 $
 –

 $
 471,300
 (4)

 $
 673,143

 Former Chief Executive Officer

 2023

 $
 404,250

 $
 67,863

 $
 58,617

 $
 32,764

 $
 563,494

 Dr. Curtis Lockshin,

 2024

 $
 166,992

 $
 –

 $
 –

 $
 387,091
 (5)

 $
 554,083

 Former Chief Scientific Officer

 2023

 $
 329,175

 $
 33,932

 $
 33,411

 $
 39,298

 $
 435,816

 _______________

 (1)

 The amounts represent the aggregate grant date fair value of stock options granted in the applicable fiscal year, computed in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 718, excluding the effect of estimated forfeitures. Assumptions used in the calculation of this amount are set forth in Note 10 to our audited consolidated financial statements included in Item 8 of the Original Filing. Mr. Parslow was granted options to purchase 20,000 shares during 2024.

 (2)

 Represents incentive compensation payments earned.

 (3)

 Includes $21,710 for health and welfare plans and $13,800 employer matching 401(k) contribution. Does not include a retention bonus earned in 2025 as further described within " Employment Agreements with our Named Executive Officers " below.

 (4)

 Includes $454,559 of severance related to salary and benefit continuation as further described within " Employment Agreements with our Named Executive Officers " below, $8,090 for health and welfare plans and $8,651 employer matching 401(k) contribution.

 (5)

 Includes $369,994 of severance related to salary and benefit continuation as further described within " Employment Agreements with our Named Executive Officers " below, $10,625 for health and welfare plans and $6,472 employer matching 401(k) contribution.

 401(k) Plan

 The Company provides all full-time employees,
including our named executive officers, with the opportunity to participate in a defined contribution 401(k) plan. Our 401(k) plan is
intended to qualify under Section 401 of the Internal Revenue Code so that employee pre-tax contributions and income earned on such contributions
are not taxable to employees until withdrawn. Employees may elect to defer up to 80 percent of their eligible compensation (not to exceed
the statutorily prescribed annual limit) in the form of elective deferral contributions to our 401(k) plan. Our 401(k) plan also has a
"catch-up contribution" feature for employees aged 50 or older (including those who qualify as "highly compensated"
employees) who can defer amounts over the statutory limit that applies to all other employees. The 401(k) plan matches 100% of employee
contributions up to a maximum of 4% of employees' salary. Matching contributions are fully vested at the time of contribution.

 Outstanding Equity Awards at Fiscal Year-End
– 2024

 The following table sets forth certain information
with respect to outstanding equity awards held by our named executive officers at December 31, 2024.

 Option Awards

 Stock Awards

 Name

 Number of Securities Underlying Unexercised Options, Exercisable

 Number of Securities Underlying Unexercised Options, Unexercisable

 Option

 Exercise

 Price

 ($)

 Option

 Expiration

 Date

 Number of Shares or Units of Stock That Have Not Vested

 Market Value of Shares or Units of Stock That Have Not Vested

 ($)

 James Parslow

 1,459

 (1)

 –

 548.40

 4/3/2027

 –

 –

 8,000

 (2)

 –

 13.10

 12/4/2029

 –

 –

 5,000

 (3)

 –

 26.00

 3/18/2031

 –

 –

 4,583

 (4)

 (4)

 11.20

 3/24/2032

 –

 –

 3,333

 (5)

 6,667

 (5)

 3.88

 12/11/2033

 –

 –

 5,000

 (6)

 15,000

 (6)

 3.99

 6/18/2034

 –

 –

 Jeffrey F. Eisenberg

 1,042

 (7)

 –

 253.20

 –

 –

 23,000

 (8)

 –

 13.10

 –

 –

 10,000

 (9)

 –

 26.00

 –

 –

 10,000

 (10)

 –

 11.20

 –

 –

 20,000

 (11)

 –

 3.88

 –

 –

 Curtis Lockshin

 (12)

 –

 550.80

 9/6/2025

 –

 –

 ________________

 (1)

 Vested one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third upon the third anniversary of the grant date.

 (2)

 Vested one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third upon the third anniversary of the grant date.

 (3)

 Vested one-third upon the first anniversary of the grant date and the remaining two-thirds over eight equal quarterly installments commencing June 18, 2022 and ending on March 18, 2024.

 (4)

 Vests one-third upon the first anniversary of the grant date and the remaining two-thirds over eight equal quarterly installments commencing June 24, 2023 and ending on March 24, 2025.

 (5)

 Vests one-third upon the first anniversary of the grant date and the remaining two-thirds over eight equal quarterly installments commencing March 11, 2025 and ending on December 11, 2026.

 (6)

 Vests one-fourth upon grant date, one-fourth on the first anniversary of the grant date, one-fourth upon the second anniversary of the grant date and one-fourth upon the third anniversary of the grant date.

 (7)

 Vested one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third upon the third anniversary of the grant date.

 (8)

 Vested one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third upon the third anniversary of the grant date.

 (9)

 Vested one-third upon the first anniversary of the grant date and the remaining two-thirds over eight equal quarterly installments commencing June 18, 2022 and ending on March 18, 2024.

 (10)

 Fully vested upon termination of employment.

 (11)

 Fully vested upon termination of employment.

 (12)

 Vested one-third upon the first anniversary of the grant date, one-third upon the second anniversary of the grant date and one-third upon the third anniversary of the grant date.

 Pay Versus Performance Disclosure

 The following tables and related disclosures provide
information about (i) the "total compensation" of our CEO, and our other named executive officers (the " Other NEOs "
or the " Non-CEO NEOs ") as presented in the Summary Compensation Table within this proxy statement, (ii) the "compensation
actually paid" to our CEO and our Other NEOs, as calculated pursuant to the SEC's pay-versus-performance rules, (iii) certain
financial performance measures, and (iv) the relationship of the "compensation actually paid" to those financial performance
measures.

 This disclosure has been prepared in accordance
with Item 402(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended, and does not necessarily reflect value actually
realized by the executives or how our compensation committee evaluates compensation decisions in light of company or individual performance.

 Year

 Summary Compensation Table Total for CEO (1)
 ($)

 Compensation
 Actually Paid to CEO (1)(2)(3)
 ($)

 Summary Compensation Table Total for Former CEO (1)
 ($)

 Compensation
 Actually Paid to Former CEO (1)(2)(3)
 ($)

 Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)
 ($)

 Net Loss
 ($)

 2024

 $
 481,168

 $
 469,659

 $
 673,144

 $
 622,644

 $
 30.93

 $
 (3,960,275
)

 2023

 $
 –

 –

 $
 563,494

 $
 560,385

 $
 16.91

 $
 (4,134,578
)

 2022

 $
 –

 –

 $
 632,827

 $
 425,619

 $
 13.98

 $
 (6,552,353
)

 Year

 Average Summary Compensation Table for Non-CEO NEOs (1)
 ($)

 Average Compensation Actually Paid to Non-CEO NEOs (1)(2)(3)
 ($)

 Value of Initial Fixed $100 Investment Based on Total Shareholder Return (4)
 ($)

 Net Loss
 ($)

 2024

 $
 554,083

 $
 521,224

 $
 30.93

 $
 (3,960,275
)

 2023

 $
 434,774

 $
 433,219

 $
 16.91

 $
 (4,134,578
)

 2022

 $
 472,180

 $
 377,162

 $
 13.98

 $
 (6,552,353
)

 _______________

 (1)

 Effective May 16, 2024, James Parslow was appointed Interim CEO. Prior to that time, Jeffrey Eisenberg was the CEO for 2024, 2023 and 2022. The Non-CEO NEOs for whom average compensation is presented in this table for 2024 is Dr. Curtis Lockshin. The Non-CEO NEOs for whom average compensation is presented in this table for 2023 and 2022 are James Parslow and Dr. Curtis Lockshin.

 (2)

 The amounts shown as Compensation Actually Paid have been calculated in accordance with Item 402(v) of Regulation S-K and do not reflect compensation actually realized or received by the Company's NEOs. These amounts reflect total compensation as set forth in the Summary Compensation Table for each year, adjusted as described in footnote 3 below.

 (3)

 Compensation Actually Paid reflects the exclusions and inclusions for the CEO and the Non-CEO NEOs set forth below. Amounts excluded, which are set forth in the table below in the "Minus Stock and Option Awards from Summ. Comp. Table" columns below, represent the Stock Awards and Option Awards reported in the Stock Awards and Option Awards columns of the Summary Compensation Table for each applicable year. Amounts added back to determine Compensation Actually Paid are made up of the following components as applicable: (i) the fair value as of the end of the fiscal year of outstanding and unvested equity awards granted in that year; (ii) the change in fair value during the year of equity awards granted in prior years that remained outstanding and unvested at the end of the year; (iii) the fair value as of the vesting date of equity awards that were granted and vested in that year, if any and (iv) the change in fair value during the year through the vesting date of equity awards granted in prior years that vested during that year. The fair value at the end of the prior year of awards granted in any prior year that failed to meet applicable vesting conditions during the covered year are subtracted in 2024. There were no such awards that failed to meet applicable vesting conditions for the CEOs or the Non-CEO NEOs in 2022 or 2023. Equity values are calculated in accordance with ASC Topic 718.

 Year

 Summary Comp.
 Table Total for
 CEO

 Minus Stock and
 Option Awards
 from Summ.
 Comp. Table

 Plus Year-End
 Equity Value of
 Granted During
 Year

 Value of
 Granted in Prior
 Years

 Value of
 Granted in Prior
 Years

 Value of Prior
 Years' Awards
 Vested During
 Year

 Comp. Actually
 Paid to CEO

 2024

 $
 481,168

 $
 67,280

 $
 49,007

 $
 (1,622
)

 $
 16,193

 $
 (7,807
)

 $
 469,659

 Year

 Summary Comp.
 Table Total for
 Former CEO

 Minus Stock and
 Option Awards
 from Summ.
 Comp. Table

 Plus Year-End
 Equity Value of
 Granted During
 Year

 Value of
 Granted in Prior
 Years

 Value of Prior
 Years' Awards
 Vested During
 Year

 Comp. Actually
 Paid to Former CEO

 2024

 $
 673,144

 $
 –

 $
 –

 $
 (64,967
)

 $
 14,467

 $
 622,644

 2023

 $
 563,494

 $
 67,863

 $
 59,661

 $
 1,103

 $
 3,990

 $
 560,385

 2022

 $
 632,827

 $
 98,882

 $
 20,922

 $
 (37,387
)

 $
 (91,861
)

 $
 425,619

 Year

 Avg. Summary
 Comp. Table
 Total for Other
 NEOs

 Minus Avg. Stock
 and Option
 Awards from
 Summ. Comp.
 Table

 Plus Avg. Year-
 End Equity Value
 of Unvested
 Awards Granted
 During Year

 Plus Avg. Change
 in Value of
 Granted in Prior
 Years

 Plus Avg. Change
 in Value of Prior
 Year's Awards
 Vested During
 Year

 Average Comp.
 Actually Paid to
 Other NEOs

 2024

 $
 554,083

 $
 –

 $
 –

 $
 (33,544
)

 $

 $
 521,224

 2023

 $
 434,774

 $
 33,932

 $
 29,830

 $

 $
 1,995

 $
 433,219

 2022

 $
 472,180

 $
 49,441

 $
 10,461

 $
 (18,693
)

 $
 (37,345
)

 $
 377,162

 For
the equity values included in the above tables, the valuation assumptions used to calculate fair values of stock options were materially
different from those disclosed at the time of the grant of the stock options. The assumptions used in determining fair value of the stock
options that vested during 2022, 2023 and 2024, or that were outstanding as of December 31, 2022, December 31, 2023 or December 31, 2024,
as applicable, are as follows:

 Options Vested During Year or Outstanding on December 31 of:

 2024

 2023

 2022

 Expected Volatility

 74.42% - 112.22%

 105.80% - 121.52%

 123.60% - 135.86%

 Risk-Free Interest Rate

 3.45% - 5.41%

 3.54% - 4.80%

 2.15% - 4.05%

 Expected Dividend Yield

 0%

 0%

 0%

 Expected Term (in years)

 0.5 - 5.46

 3.63 - 5.82

 3.5 - 5.12

 (4)

 Total Shareholder Return illustrates the value, as of the last day of the indicated fiscal year of an investment of $100 in Xenetic common stock on December 31, 2021.

 Description of Relationship Between NEO Compensation Actually
Paid and Company Total Shareholder Return (" TSR ") and Net Loss

 The Compensation Actually Paid to our CEO and
the average of Compensation Actually Paid to our Non-CEO NEOs increased in 2024, which corresponded to the increase in the Company's
TSR and decrease in Net Loss in 2024. The Compensation Actually Paid for both our former CEO and Non-CEO NEOs in 2024 increased primarily
due to severance commitments incurred in 2024. The CEO and Non-CEO NEOs Non-Equity Incentive Plan Compensation is determined based on
our strategic, financial and operating performance objectives that have been established by the Compensation Committee. While not directly
tied to stock price performance and/or net loss, these performance objectives have been established as core drivers of TSR.

 Employment Agreements with our Named Executive
Officers

 Employment Agreement with Mr. Parslow

 We entered into an employment agreement with Mr.
Parslow effective as of April 3, 2017 (the "Parslow Employment Agreement"). The Parslow Employment Agreement does not provide
for a specified term of employment and Mr. Parslow's employment will be on an at-will basis. Mr. Parslow received an initial
annual base salary of $265,000 and is eligible to earn an annual cash incentive bonus, which is set at a target aggregate bonus amount
of 35% of Mr. Parslow's base salary, upon achievement of certain individual and/or Company performance goals set by the Compensation
Committee. Mr. Parslow is also eligible to participate in the Company's employee benefit, welfare and other plans, as may be
maintained by the Company from time to time, on a basis no less favorable than those provided to other similarly-situated executives of
the Company. Mr. Parslow is also subject to certain customary confidentiality, non-solicitation and non-competition provisions.

 If Mr. Parslow's employment is terminated
by the Company without "cause" (as defined in the Parslow Employment Agreement) or Mr. Parslow resigns for "good reason"
(as defined in the Parslow Employment Agreement), he will be entitled to receive (i) one year of his then current base salary, paid over
time in accordance with the Company's payroll practices then in effect and (ii) payment of premiums for continued health benefits
under COBRA for up to one year.

 On May 16, 2024, the Board appointed Mr. Parslow
to the position of Interim Chief Executive Officer, in addition to his role as the Company's Chief Financial Officer. In connection
with the foregoing, on June 18, 2024, the Company and Mr. Parslow entered into an amendment (the "Parslow Employment Amendment")
to the Parslow Employment Agreement, to provide for, effective as of May 16, 2024: (i) certain changes to Mr. Parslow's title and
responsibilities; (ii) an increase in Mr. Parslow's base salary to $400,000; (iii) a $100,000 cash retention bonus if Mr. Parslow
remains employed with the Company for a ten month period; and (iv) a stock option grant to Mr. Parslow to purchase 20,000 shares of common
stock of the Company with an exercise price equal to the fair market value of the Company's common stock on the effective date of
the Parslow Employment Amendment. Such option grant shall be issued pursuant to the terms and conditions of the Company's Amended
and Restated Equity Incentive Plan, and shall vest one-fourth on the grant date and one-fourth upon the first, second and third anniversaries
of the grant date, provided Mr. Parslow remains employed with the Company on the applicable vesting date. All other terms of the Parslow
Employment Agreement remain in full force and effect.

 Employment Agreement with Mr. Eisenberg

 The Company entered into an employment agreement
with Mr. Eisenberg effective as of December 1, 2016, which agreement was amended and restated on October 26, 2017 (as amended, the "Amended
Agreement") pursuant to which Mr. Eisenberg was previously employed as the Chief Executive Officer of the Company. The Amended Agreement
was for an initial term of one year, and automatically renewed for successive one year periods unless either party gave notice to the
other no later than 90 days prior to the expiration of the then-applicable term; provided, however, that we could terminate the Amended
Agreement at any time. Mr. Eisenberg's annual salary under the Amended Agreement was $300,000, and was subject to annual review
and upward adjustment only by the Compensation Committee of the Board. Mr. Eisenberg was eligible to receive a bonus equal to 50% of his
annual salary based on the attainment of certain individual and/or Company goals established by the Board or a committee thereto, and
if Mr. Eisenberg's employment was terminated by us without "Cause" (as defined in the Amended Agreement) or if he resigned
for "Good Reason" (as defined in the Amended Agreement), he would be entitled to receive (i) within thirty days following
the date of termination, an amount equal to one times his then current base salary, (ii) a pro-rated annual bonus and (iii) payment of
premiums for continued health benefits under COBRA for up to twelve months. Mr. Eisenberg was also eligible to participate in our employee
benefit, welfare and other plans, as may be maintained by us from time to time, on a basis no less favorable than those provided to other
similarly situated executives of the Company. Mr. Eisenberg was also subject to certain customary confidentiality, non-solicitation and
non-competition provisions.

 The Company entered into a confidential separation
agreement and release with Mr. Eisenberg on June 19, 2024 in connection with his separation of employment from the Company that was effective
as of May 16, 2024 pursuant to which Mr. Eisenberg became eligible to receive the payments and benefits described above in connection
with a termination without "Cause" and also received full vesting of all outstanding unvested options to purchase shares of
common stock of the Company.

 Employment Agreement with Dr. Lockshin

 The Company previously entered into an employment
agreement with Dr. Lockshin effective as of January 1, 2017 (the "Lockshin Employment Agreement") pursuant to which Dr. Lockshin
was previously employed as the Chief Scientific Officer of the Company. The Lockshin Employment Agreement did not provide for a specified
term of employment and Dr. Lockshin's employment was on an at-will basis. Dr. Lockshin received an initial annual base salary
of $250,000 and was eligible to earn an annual performance-based cash incentive bonus, which was set at a target aggregate bonus amount
of 35% of Dr. Lockshin's base salary, upon achievement of certain individual and/or Company performance goals established by the
Board or a committee thereto. Dr. Lockshin was also eligible to participate in the Company's employee benefit, welfare and other
plans, as may be maintained by the Company from time to time, on a basis no less favorable than those provided to other similarly-situated
executives of the Company. Dr. Lockshin was also subject to certain customary confidentiality, non-solicitation and non-competition provisions.

 If Dr. Lockshin's employment was terminated
by the Company without "Cause" (as defined in the Lockshin Employment Agreement) or Dr. Lockshin terminated his employment
for "Good Reason" (as defined in the Lockshin Employment Agreement) and Dr. Lockshin executed and did not revoke a general
release of claims against the Company, then he would be entitled to receive (i) one year of his then current base salary, paid over time
in accordance with the Company's payroll practices then in effect and (ii) payment of premiums for continued health benefits under
COBRA for up to twelve months.

 The Company entered into a confidential separation
agreement and release with Dr. Lockshin on June 19, 2024 in connection with his separation of employment from the Company that was effective
as of May 16, 2024 pursuant to which Dr. Lockshin became eligible to receive the payments and benefits described above in connection with
a termination without "Cause".

 Potential Payments Upon Termination or Change
of Control

 Our named executive officers may be entitled
to payments upon termination or change of control. The details of such payments are included in the description of their employment agreements
above.

 Equity Award Grant Practices

 We
do not currently have any policies or procedures that require us to grant equity awards, including stock options, to executive
officers on specified dates. Equity awards to executive officers are granted at such times as determined in the discretion of the
Compensation Committee. Neither the Compensation
Committee nor the Board of Directors takes material nonpublic information into account when determining the timing and terms of
equity awards, including stock options, and we do not time the disclosure of material nonpublic information for the purpose of
affecting the value of executive compensation. During 2024, we did not grant any equity awards to any of our NEOs within four
business days prior to or one business day after making any filing on Forms 10-K, 10-Q or 8-K (other than a current report on Form
8-K disclosing a new material option award grant under Item 5.02(e) of that form) that disclosed any material non-public
information.

 Director Compensation

 Each of our non-employee, independent directors
is currently entitled to receive an annual retainer of $43,000, payable in equal quarterly installments, an option to acquire 2,500 shares
of the Company's common stock upon initial appointment to the Board, and an additional option to acquire 2,500 shares each year
thereafter on the date of the Company's annual meeting of stockholders. All members of our Board are reimbursed for their usual
and customary expenses incurred in connection with their service on the Board, including out-of-pocket expenses, transportation, and airfare
on the Company's business.

 Director Compensation Table

 As an employee director during fiscal year 2024,
Mr. Eisenberg did not receive any compensation for his Board service during the last completed year. The following table sets forth information
for the year ended December 31, 2024 regarding the compensation awarded to, earned by or paid to our non-employee directors:

 Name

 Fees Earned
 or Paid
 in Cash
 ($)

Stock
 Awards
 ($)

 Option
 Awards (1)(2)
 ($)

 All Other
 Compensation
 ($)

 Total
 ($)

 Dr. Grigory Borisenko

 43,000

 –

 8,721

 –

 51,721

 Firdaus Jal Dastoor

 43,000

 –

 8,721

 –

 51,721

 Dr. Dmitry Genkin (3)

 –

 –

 –

 –

 –

 Dr. Roger Kornberg

 43,000

 –

 8,721

 –

 51,721

 Mr. Moshe Mizrahy (3)

 –

 –

 –

 –

 –

 Dr. Alexey Vinogradov

 43,000

 –

 8,721

 –

 51,721

 __________

 (1)

 The amounts represent the aggregate grant date fair value of stock options granted during 2024, computed in accordance with FASB ASC Topic 718. For a discussion of the assumptions and methodology used to calculate the value of our stock options, see Note 10 to our audited financial statements included in Item 8 of the Original Filing.

 (2)

 The table below shows the aggregate number of option awards outstanding for each of our non-employee directors as of December 31, 2024:

 Name

 Option Awards
(#)

 Dr. Grigory Borisenko

 7,500

 Firdaus Jal Dastoor

 15,796

 Dr. Dmitry Genkin

 –

 Dr. Roger Kornberg

 15,626

 Mr. Moshe Mizrahy

 2,500

 Dr. Alexey Vinogradov

 15,000

 (3)

 The Board determined that Dr. Genkin and Mr. Mizrahy are not independent directors, and as such, neither were eligible for compensation during fiscal year 2024.

 See " Certain Related Person Transactions " in the Original Filing for compensation arrangements involving specific members of the Board.

 ITEM 15 – EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES

 (a)

 The following financial statements, schedules and exhibits are filed as part of this report:

 Consolidated Financial Statements: The consolidated financial statements and report of independent registered public accounting firm required by this item are included in Part II, Item 8 of the Original Filing;

 Financial Statement Schedules: All schedules were omitted because they are not applicable or not required, or because the required information is shown in the consolidated financial statements or in the notes thereto.

 (b)

 Exhibits: The exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the "Exhibit Index" of the Original Filing. The attached list of exhibits in the " Exhibit Index " sets forth the additional exhibits required to be filed with this Amendment and is incorporated herein by reference in response to this item.

 EXHIBIT INDEX

 Exhibit
 No.

 Exhibit Index

 Form

 Filing Date

 Exhibit
 Number

 Filed
 Herewith

 31.5

 Certification of Principal Executive Officer, as required by Rule 13a-14(a) and Rule 15d-14(a)

 X

 31.6

 Certification of Principal Financial Officer, as required by Rule 13a-14(a) and Rule 15d-14(a)

 X

 101.INS

 X

 101.SCH

 X

 101.DEF

 X

 101.LAB

 X

 Cover Page Interactive Data File (embedded within the inline document and included in Exhibit 101)

 X

 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.

 Date: May 13, 2025

 By:

 /s/ JAMES PARSLOW

 James Parslow

 Interim Chief Executive Officer


Coeptis Therapeutics Holdings, Inc. 10-KA1

 true Amendment 1 2024 FY 0001759186

 2024-01-01
 2024-12-31

 COEP:CommonStockParValue0.0001PerShareMember

 2024-01-01
 2024-12-31

 COEP:WarrantsEachWholeWarrantExercisableForOnehalfOfOneShareOfCommonStockFor230.00PerWholeShareMember

 2024-01-01
 2024-12-31

 2024-06-30

 2025-05-26

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 10-K/A

 (Amendment No. 1)

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the Fiscal Year Ended December 31,
2024

 Or

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________
to _____________

 Commission File Number: 001-39669

 Coeptis
Therapeutics Holdings, Inc.

 (Exact name of registrant as specified in its charter)

 Delaware

 98-1465952

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 105 Bradford Rd, Suite 420

 Wexford, Pennsylvania 15090

 (Address of Principal Executive Offices) (Zip Code)

 (Registrant's Telephone Number, Including
Area Code): ( 724) 934-6467

 Securities registered pursuant to Section 12(b) of
the Act:

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on which Registered

 Common Stock, par value $0.0001 per share

 COEP

 Nasdaq Capital Market

 Warrants, each whole warrant exercisable for one-half of one share of Common Stock for $230.00 per whole share

 COEPW

 Nasdaq Capital Market

mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

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 No

mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files.) Yes No

 Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging
growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting
company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth
company, indicate by a check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal
control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting
firm that prepared or issued its audit report.

 If securities are
registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in
the filing reflect the correction of an error to previously issued financial statements.

 Indicate by check mark whether
any of those error corrections are restatements that required a recovery analysis of incentive- based compensation received by any of
the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by a check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The aggregate market value of
the voting and non-voting common equity held by non-affiliates of the registrant, as of the last business day of the registrant's
most recently completed second fiscal quarter, based on the closing sale price of $5.78 reported on the Nasdaq Capital Market was: $ 8,455,735.40.

 The number of shares
outstanding of each of the registrant's classes of common stock as of the latest practicable date was: 36,089,917 shares of $0.0001
par value common stock outstanding as of March 26, 2025.

 EXPLANATORY
NOTE

 This Form 10-K/A
("Amendment No. 1") amends the annual report on Form 10-K of Coeptis Therapeutics Holdings, Inc., a Delaware corporation
(the " Company "), for the fiscal year ended December 31, 2024, filed with
the Securities and Exchange Commission (the "SEC") on March 27, 2025 (the " Original
Form 10-K "). The Original Form 10-K omitted Exhibit 97, which is the Company's Clawback Policy. The Company is filing
this Amendment No. 1 solely to include the omitted exhibit.

 Pursuant to the
rules of the SEC, Part IV, Item 15 (Exhibit Index) has also been amended to contain the currently dated certifications from our principal
executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The certifications of our
principal executive officer and principal financial officer are attached to this Amendment No. 1 as Exhibits 31.3 and 31.4, respectively.
Because no financial statements have been included in this Amendment No. 1 and this Amendment No. 1 does not contain or amend any disclosure
with respect to Items 307 and 308 of Regulation S-K, we have omitted paragraphs 3, 4 and 5 of the certifications filed with this Amendment
No. 1. Additionally, we are not including the certifications under Section 906 of the Sarbanes-Oxley Act of 2002, because we are not
filing any financial statements with this Amendment No. 1.

 This Amendment
No. 1 speaks as of the original filing date of the Original Form 10-K. No other information included in the Original Form 10-K has been
modified or updated in any way. The Original Form 10-K continues to speak as of the date of the original filing, and the Company has
not updated the disclosures contained therein to reflect any events that occurred after the original filing other than as expressly indicated
in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with the Original Form 10-K and the Company's
other SEC filings.

 Item 15. Exhibits, Financial Statement Schedules

 Part IV of the Original Filing is hereby amended to
solely provide for Exhibit 97 and the other exhibits required to be filed in connection with this Amendment No. 1.

 The following exhibits are filed as part of this Amendment
No. 1, and this list includes the Exhibit Index.

 Exhibit

 No.

 Description

 31.3

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

 31.4

 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

 Coeptis Therapeutics Holdings, Inc. Clawback Policy *

 101.INS

 101.SCH

 101.CAL

 101.LAB

 101.PRE

 101.DEF

 *

 Filed herewith

 SIGNATURES

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

 COEPTIS THERAPEUTICS HOLDINGS, INC.

 Date: June 3, 2025

 By:

 /s/ David Mehalick

 David Mehalick

 Chief Executive Officer
 (Principal Executive Officer)

 Date: June 3, 2025

 By:

 /s/ Brian Cogley

 Brian Cogley

 Chief Financial Officer
 (Principal Financial and Accounting Officer)

 Pursuant to the requirements of
the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant
in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/ David Mehalick

 Chief Executive Officer

 David Mehalick

 (Principal Executive Officer) and Director

 /s/ Brian Cogley

 Chief Financial Officer (Principal Financial and

 Brian Cogley

 Accounting Officer) and Director

 /s/ Daniel Yerace

 Daniel Yerace

 /s/ Christopher Calise

 Christopher Calise

 /s/ Christopher Cochran

 Christopher Cochran

 /s/ Philippe Deschamps

 Philippe Deschamps

 /s/ Tara DeSilva

 Tara DeSilva

 /s/ Gene Salkind

 Gene Salkind