Sec Form 13D Filing - CLS Therapeutics LLC filing for Xenetic Biosciences Inc. (XBIO) - 2023-06-15

Citizenship or Place of Organization

United States

Sole Voting Power

85,000*

Shared Voting Power

Sole Dispositive Power

85,000*

Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person

85,000

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ 

Percent of Class Represented by Amount in Row (11)

5.6% (see Item 5)

Type of Reporting Person (See Instructions)

OO

Citizenship or Place of Organization

Guernsey, UK

Sole Voting Power

147,500*

Shared Voting Power

Sole Dispositive Power

147,500*

Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person

147,500

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐ 

Percent of Class Represented by Amount in Row (11)

9.7% (see Item 5)

Type of Reporting Person (See Instructions)

CO

Citizenship or Place of Organization

Israel

Sole Voting Power

Shared Voting Power

147,500*

Sole Dispositive Power

Shared Dispositive Power

147,500*

Citizenship or Place of Organization

United States

Sole Voting Power

Shared Voting Power

147,500*

Sole Dispositive Power

Shared Dispositive Power

147,500*

Citizenship or Place of Organization

United States

Sole Voting Power

Shared Voting Power

147,500*

Sole Dispositive Power

Shared Dispositive Power

147,500*

Citizenship or Place of Organization

United Kingdom

Sole Voting Power

0

Shared Voting Power

2,202 (See Item 5)

Sole Dispositive Power

0

Shared Dispositive Power

2,202 (See Item 5)

(a)  Security:  Common Stock, $.001 par value per share

(b)  Issuer: Xenetic Biosciences, Inc. 

945 Concord Street

Framingham, Massachusetts 01701

This statement is filed by CLS Therapeutics, LLC, a Delaware limited liability company (“CLS LLC”), CLS Therapeutics Ltd., a limited company organized under the laws of Guernsey, United Kingdom (“CLS”), and its beneficial holders as follows: Dmitry Genkin (“Genkin”), Victor Tets (“VT”) and Georgy Tets (“GT”). Messrs. Genkin and Maguire are former directors of the Issuer, and Mr. Maguire was formerly the chief executive officer of the Issuer.

CLS LLC is an indirect wholly-owned subsidiary of CLS. The principal business office of CLS LCC is 180 Varick street, New York, NY 10014. The principal business of CLS LLC is to develop biopharmaceuticals for itself and under license.

CLS is a corporation formed under the laws of the Isle of Guernsey; the principal business office of CLS Ltd. is PO Box 175, Frances House, Sir William Place, St Peter Port, Guernsey, GY1 4HQ, UK. The principal business of CLS is to develop biopharmaceuticals for itself and under license.

Genkin is an individual with citizenship in Israel; the business address of Genkin is Piazzale Baracca 2, Milan, Italy. Mr. Genkin’s principal occupation is as an investor and advisor to various pharmaceutical and life sciences ventures and as a Senior Director Clinical Development of CLS.

VT is an individual with citizenship in Russia and permanent residence in the United States; the business address of VT is 180 Varick street, New York, NY 10014. VT’s principal occupation is as an investor and advisor to various pharmaceutical and life sciences ventures and as a Scientific Advisor to CLS.

GT is an individual with citizenship in Russia and permanent residence in the United States; the business address of GT is 180 Varick street, New York, NY 10014. GT’s principal occupation is as an executive officer of CLS.

The reporting persons also include M. Scott Maguire; Mr. Maguire’s business address is 17 Ives Street, London, SW3 2ND, United Kingdom. Mr. Maguire is a United Kingdom citizen. Mr. Maguire’s principal occupation is as an investor and advisor to various pharmaceutical and life sciences ventures.

In the last five years, none of the reporting persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

This Schedule 13D is being filed by the reporting persons under a joint filing agreement as an administrative convenience. Each of CLS, Genkin, VT and GT disclaims membership in a group or any relationship with Mr. Maguire which would constitute a group together with Mr. Maguire, as the term “group” is defined in Rule 13d-5 under the Exchange Act of 1934, as amended (the “Exchange Act”). Similarly, Mr. Maguire disclaims membership in a group or any relationship with CLS, Genkin, VT or GT which would constitute a group together with CLS, Genkin, VT or GT, as the term “group” is defined in Rule 13d-5 under the Exchange Act.

On April 26, 2022, CLS entered into (i) an Exclusive License Agreement with the Issuer dated as of April 26, 2022, and (ii) an Exclusive Sublicense Agreement, pursuant to which shares in the Issuer were to be issued upon the occurrence of certain events (collectively, the “License Agreements”). On April 26, 2022, CLS acquired 625,000 shares of Common Stock of the Issuer (the “First Issuance”). On October 12, 2022, CLS acquired 850,000 shares of Common Stock of the Issuer (the “Second Issuance”) and subsequently transferred the Second Issuance to CLS LLC. CLS is the direct parent and owner of 100% of the issued and outstanding shares of CLS Therapeutics Inc., which is the direct parent and owner of 100% of the issued and outstanding interests LLC. Collectively, Genkin, VT and GT beneficially own a majority of the issued and outstanding shares of CLS and indirectly beneficially own the First Issuance and the Second Issuance (and as to which each disclaims beneficial ownership). Effective May 15, 2023, the Issuer effected a 10-for-1 reverse stock split. The shares of Common Stock held by CLS represent beneficial ownership in the aggregate of approximately 9.7% of the issued and outstanding Common Stock of the Issuer, based on 1,516,660 shares of Common Stock issued and outstanding as of May 15, 2023 as reported by the Issuer.

Mr. Maguire acquired his shares of Common Stock through joint share ownership plans (JSOPs) which were established for the benefit of Mr. Maguire in 2010 and 2012 during his employment by and service as a director of the Issuer. Mr. Maguire resigned as an employee, officer and director of the Issuer on August 9, 2017. The shares of Common Stock held by Mr. Maguire represent beneficial ownership in the aggregate of approximately 0.01% of the issued and outstanding Common Stock of the Issuer, based on 1,516,660 shares of Common Stock issued and outstanding as of May 15, 2023 as reported by the Issuer.

CLS owns, directly and through its indirect wholly owned subsidiary CLS LLC, 1,475,000 shares of Common Stock as a result of issuances in consideration of the License Agreements, which represents 9.7% of the Common Stock outstanding. CLS LLC owns 85,000 shares of Common Stock as a result of such issuances, which represents 5.6% of the Common Stock outstanding. Collectively, Genkin, VT and GT beneficially own a majority of the issued and outstanding shares of CLS and indirectly beneficially own the First Issuance and the Second Issuance (and as to which each disclaims beneficial ownership). The voting and disposition of the shares of Common Stock reported herein as beneficially owned by CLS and CLS LLC is controlled by the board of directors of CLS. The board of directors of CLS, collectively, has sole voting power and sole dispositive power with respect to the shares of Common Stock which CLS and CLS LLC own, and none of Genkin, VT or GT has any individual voting power or dispositive power with respect to the shares of Common Stock reported herein as beneficially owned by CLS. Except for the members of the board of directors of CLS, no person has any voting power or dispositive power with respect to the shares of Common Stock which are reported herein as beneficially owned by CLS. Mr. Maguire disclaims any beneficial interest in the shares of Common Stock reported herein as beneficially owned by CLS.

Mr. Maguire individually participates in joint share ownership plans (JSOPs) together with JTC Group, established in 2010 and 2012, through which Mr. Maguire beneficially owns 2,202 shares of Common Stock granted to Mr. Maguire as compensation, which represent 0.01% of the Common Stock outstanding. Pursuant to the terms of the JSOPs, Mr. Maguire does not derive a pecuniary benefit from the shares of Common Stock subject to the JSOP unless the share price exceeds certain thresholds. Under the provisions of the JSOPs, Mr. Maguire exercises voting and dispositive power together with JTC Group; however, Mr. Maguire has, as a practical matter, substantial influence or discretion in the voting and disposition of the shares subject to the JSOPs.

The aggregate percentage of shares of Common Stock reported as owned by each of the reporting persons is based on 1,516,660 shares of Common Stock issued and outstanding as of May 15, 2023 as reported by the Issuer.

There are no contracts, arrangements or understandings between the reporting persons and any other person with respect to the securities of the Issuer.

This Schedule 13D is being filed by the reporting persons under a joint filing agreement as an administrative convenience. Each of CLS LLC, CLS, Genkin, VT and GT disclaims membership in a group or any relationship with Mr. Maguire which would constitute a group together with Mr. Maguire, as the term “group” is defined in Rule 13d-5 under the Exchange Act. Similarly, Mr. Maguire disclaims membership in a group or any relationship with CLS LLC, CLS, Genkin, GT or VT which would constitute a group together with CLS, Genkin, VT or GT, as the term “group” is defined in Rule 13d-5 under the Exchange Act.

/s/ Georgy Tets

/s/ Dmitry Genkin

/s/ Victor Tets

/s/ Georgy Tets

/s/ M. Scot Maguire