Xenetic Biosciences to Acquire Santersus AG in Stock Deal, Rename to Santersus Bio, Inc.

Xenetic Biosciences, Inc. has entered into a definitive Share Exchange Agreement to acquire Santersus AG, a Swiss therapeutic medical device company. Under the terms of the agreement, dated September 14, 2026, Xenetic will acquire the entire issued share capital of Santersus in exchange for newly issued shares of Xenetic common stock. The transaction is structured as a tax-free reorganization under Section 368(a) of the Internal Revenue Code.

Upon closing, Santersus will become a wholly owned subsidiary of Xenetic. The combined company is expected to be renamed Santersus Bio, Inc. and will continue to trade on the Nasdaq Capital Market under the new ticker symbol "SNTS." The transaction is expected to close in the fourth quarter of 2026, subject to the approval of Xenetic’s stockholders and other customary closing conditions.

Post-closing, Santersus equity holders are expected to own approximately 85% of the combined company on a fully diluted basis, while Xenetic’s existing stockholders will own the remaining 15%. The board of directors of the combined company will consist of eight members, with two designated by Xenetic and six by Santersus. James Ladtkow, CEO of Santersus, is expected to lead the combined organization.

The acquisition aims to unite Santersus’s NucleoCapture technology, designed to physically remove neutrophil extracellular traps (NETs) from circulation, with Xenetic’s DNase technology, designed to enzymatically degrade NETs in tissue. The combined pipeline is expected to include four first-in-class programs, including pivotal-stage programs in sepsis and systemic lupus erythematosus (SLE), both of which have received FDA Breakthrough Device Designation.

Key parties involved in the transaction include Mintz Levin as U.S. legal advisor to Santersus, Holland & Knight as legal advisor to Xenetic, and Canaccord Genuity as financial advisor to Xenetic. Certain stockholders of Xenetic, including officers and directors, have entered into voting and support agreements to vote in favor of the transaction. Additionally, lock-up agreements have been signed by certain officers, directors, and stockholders of both companies, restricting the transfer of shares for 180 days following the closing.