Xenetic Biosciences, Inc. (NASDAQ: XBIO) and privately held Santersus AG have entered into a definitive share exchange agreement under which Xenetic will acquire all outstanding share capital of Santersus in an all-stock transaction, the companies announced on September 16, 2026.

Under the terms of the agreement, current Xenetic stockholders and Santersus equity holders would own approximately 15% and 85%, respectively, of the combined company on a fully diluted basis, subject to adjustment. The combined company is expected to trade on the Nasdaq Capital Market under the name Santersus Bio, Inc. with the ticker symbol "SNTS."

The transaction would combine Santersus' NucleoCapture® selective blood purification platform, designed to remove neutrophil extracellular traps (NETs) from circulation, with Xenetic's DNase technology, designed to degrade NETs in tissue. The combined pipeline would include four clinical programs spanning critical care, autoimmune disease, transplantation, and oncology.

Two of those programs — NucleoCapture® for sepsis and NucleoCapture® for systemic lupus erythematosus — have each received FDA Breakthrough Device Designation and are described as being at or near pivotal study stage. A third program targets liver transplantation, and a fourth involves Xenetic's DNase technology in combination with anti-CD19 CAR-T cells for large B-cell lymphoma in a Phase 1b study.

Following closing, Santersus Chief Executive Officer James Ladtkow is expected to lead the combined organization. The board would include eight members — six Santersus nominees and two Xenetic nominees. The combined company's headquarters would remain in Framingham, Massachusetts.

Both boards have unanimously approved the transaction. Closing is expected in the fourth quarter of 2026, pending Xenetic stockholder approval, Nasdaq listing approval, and SEC registration statement effectiveness. Key equity holders have agreed to 180-day post-closing lock-up agreements.

Canaccord Genuity is serving as financial advisor to Xenetic. Holland & Knight LLP is serving as legal advisor to Xenetic, while Mintz Levin and Lex Futura AG are advising Santersus.