Xenetic Biosciences (XBIO) M&A announcement summary

Deal rationale and strategic fit

• The merger creates a Nasdaq-listed, global leader in NET-targeted therapeutics, combining complementary approaches to address both circulating and tissue-based NETs in critical illness, autoimmune disease, transplantation, and cancer.

• The combined pipeline includes four first-in-class, clinical-stage programs targeting multi-billion-dollar markets such as sepsis, SLE, liver transplantation, and large B-cell lymphoma.

• The merger leverages Santersus' NucleoCapture device for blood purification and Xenetic's DNase platform for tissue-based NET degradation, offering two complementary therapeutic modalities.

• Both companies share a mechanistic focus on targeting pathogenic NETs, addressing both circulating and tissue-resident compartments.

• The combination aims to establish leadership in the emerging NET-targeting therapeutic field and expand the platform's reach beyond current programs.

Financial terms and conditions

• Santersus will become a wholly owned subsidiary, with its shareholders owning approximately 85% and Xenetic shareholders about 15% of the combined company, subject to adjustment.

• All outstanding Santersus shares will be exchanged for newly issued Xenetic shares in an all-stock transaction; Santersus options will convert to Xenetic options.

• The combined company is expected to trade on Nasdaq under the ticker SNTS, pending approval.

• Key equity holders, directors, and officers have signed 180-day lock-up agreements post-closing, with limited exceptions.

• Both companies currently have limited cash resources and anticipate needing to raise additional capital post-closing, which may result in dilution.

Synergies and expected cost savings

• The merger brings together complementary technologies and expertise, enhancing the ability to address NETs in multiple disease areas.

• Integration of clinical and regulatory expertise is expected to accelerate development and commercialization.

• The combined team has extensive experience in medical device development, clinical operations, and regulatory affairs, supporting efficient advancement of the pipeline.