Xenetic Biosciences, Inc. (XBIO) has entered into a Share Exchange Agreement to acquire Santersus AG, a Swiss corporation. The all-stock transaction will result in Santersus becoming a wholly-owned subsidiary of Xenetic. Following the acquisition, the combined company will operate under the name Santersus Bio, Inc. and is expected to trade on Nasdaq under the new ticker symbol "SNTS."
Key Details
- Transaction Structure: Upon closing, former Santersus shareholders are expected to own approximately 85% of the combined company's common stock on a fully-diluted basis, with existing Xenetic stockholders owning the remaining 15%.
- Governance Changes: The combined company's board will consist of eight members, with six designated by Santersus and two by Xenetic. The company will be renamed Santersus Bio, Inc. and its ticker will change to "SNTS."
- Agreement Date & Conditions: The agreement was signed on September 14, 2026. The transaction is subject to customary closing conditions, including the approval of Xenetic's stockholders.
- Termination Fees: The agreement includes a potential termination fee of $500,000 payable by Xenetic to Santersus under certain circumstances, and expense reimbursements up to $300,000 for either party under specific conditions.