Xenetic Biosciences agrees to acquire Santersus AG in all-stock share exchange

The deal terms

Xenetic Biosciences, Inc. (Nasdaq: XBIO) said on September 16, 2026 that it had signed a definitive share exchange agreement to acquire Santersus AG, a privately held therapeutic medical device company. Xenetic will acquire all of Santersus's outstanding share capital in exchange for newly issued Xenetic common stock, in an all-stock transaction. The deal needs the approval of Xenetic stockholders. Xenetic's board approved it on the unanimous recommendation of an independent Special Committee, and Santersus's board approved it unanimously.

On a pro forma basis, current Xenetic equity holders would own approximately 15.0% of the combined company and Santersus holders approximately 85.0%. The split can change with Xenetic's net cash at closing, as the share exchange agreement defines it, so the final split depends on how much cash Xenetic holds when the deal closes.

The combined company is to be renamed Santersus Bio, Inc., keep trading on the Nasdaq Capital Market under the symbol SNTS, and be headquartered in Framingham, Massachusetts. Its eight-member board would include six Santersus nominees and two from Xenetic. James Ladtkow, chief executive of Santersus, is expected to lead the company. Xenetic's interim chief executive and chief financial officer, James Parslow, says the deal follows a strategic review.

Xenetic's key equity holders, directors and officers, along with certain parties identified by Santersus, have agreed to lock-up agreements restricting transfers of the combined company's stock for 180 days after closing, subject to limited exceptions. The companies expect closing in the fourth quarter of 2026, subject to Xenetic stockholder approval, Nasdaq approval of the new shares for listing, effectiveness of a resale registration statement on Form S-1, which is not yet filed, and other customary conditions.

What the companies claim, and what the release leaves out

Santersus develops NucleoCapture, a selective blood purification platform that removes neutrophil extracellular traps, or NETs, from circulation. Xenetic's DNase technology is a recombinant form of the human DNase I enzyme, designed to break NETs down in tissue. The companies say the two approaches attack the same biology from different sides, and they call the combined pipeline differentiated. The release offers program descriptions, not trial results.

The release lists four first-in-class programs. NucleoCapture for sepsis is being evaluated in a pivotal clinical study alongside standard of care, and it has FDA Breakthrough Device Designation. That designation is a regulatory status, not an approval. The lupus program is described as advancing toward a pivotal study and has received a second Breakthrough Device Designation. The liver transplantation program is described as ready to enter pivotal studies, based on completed studies in donated human livers. The release gives no results from any of those studies.

For the DNase technology, the release describes a Phase 1b investigator-initiated study in Israel, combining it with anti-CD19 CAR-T cells in patients with high-risk large B-cell lymphoma. The release gives no data from that study.

Money, advisers and the going-concern risk

Xenetic's annual report on Form 10-K, filed March 12, 2026, shows revenue of $3.0 million and a net loss of $2.7 million for 2025, against revenue of $2.5 million and a net loss of $4.0 million for 2024. Cash used in operations was $2.3 million in 2025 and $2.8 million in 2024. Cash and cash equivalents were $7.9 million at the end of 2025 and $6.5 million at June 30, 2026, according to the company's 10-Q filings. The annual report's risk list includes the need to raise more working capital and to continue as a going concern.

Holland & Knight LLP is legal adviser to Xenetic, and Canaccord Genuity is financial adviser to Xenetic. Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. is U.S. legal adviser to Santersus, and Lex Futura AG is Swiss legal counsel to Santersus. The release mentions no cash raise alongside the exchange.

What comes next

The companies scheduled a business update call for 8:30 AM ET that day. The release says more detail will come in a Form 8-K. Xenetic stockholders must still vote, and the Form S-1 must still be filed and declared effective. The companies expect the transaction to close in the fourth quarter of 2026, and the closing net cash figure will set the final ownership split.

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