Xilio Therapeutics Announces Closing of $50.0 Million Public Offering
- Potential to raise up to $150 million in total gross proceeds through warrant exercises
- Strong investor participation including strategic investor Gilead Sciences
- Flexibility to cancel warrants proportionate to non-dilutive capital received
- Immediate access to $50 million in initial gross proceeds
- Significant potential dilution from 66.7 million pre-funded warrants and accompanying warrants
- Additional funding dependent on warrant exercises at $0.75 per share
- Complex warrant structure may create market uncertainty
Insights
Xilio secures $50M upfront funding with potential for $100M more, significantly extending cash runway for its immuno-oncology pipeline.
Xilio Therapeutics has successfully closed a
The financing consists of pre-funded warrants to purchase 66,676,000 shares combined with three series of warrants (A, B, and C). The Series B warrants could bring an additional
What makes this deal particularly noteworthy is the unique non-dilutive capital clause that allows Xilio to cancel outstanding warrants proportionate to any non-dilutive funding it secures. For every dollar of non-dilutive capital (such as partnership revenues or grants), Xilio can cancel 1.33 warrants without compensating warrant holders, effectively reducing future dilution.
The participation of Gilead Sciences is strategically significant, as large pharma investment often signals validation of a biotech's technology platform. For a clinical-stage company developing tumor-activated immuno-oncology therapies, this capital infusion provides crucial runway to advance its pipeline.
This financing structure balances immediate capital needs while creating potential for additional funding tied to future milestones, which aligns investor interests with company progress. The
Total gross proceeds of up to
Xilio may elect to cancel unexercised Series B or Series C warrants proportionately to the amount of non-dilutive capital received, under certain circumstances
Financing co-led by new investors Coastlands Capital and Frazier Life Sciences and included participation from Gilead Sciences, Inc., Logos Capital, Samsara BioCapital and other new and existing investors
WALTHAM, Mass., June 05, 2025 (GLOBE NEWSWIRE) -- Xilio Therapeutics, Inc. (Nasdaq: XLO), a clinical-stage biotechnology company discovering and developing tumor-activated immuno-oncology therapies for people living with cancer, today announced the closing of its previously announced underwritten public offering of pre-funded warrants and accompanying common stock warrants for initial gross proceeds of approximately
Overview of Pre-Funded Warrants and Common Stock Warrants
In connection with the offering, Xilio issued pre-funded warrants to purchase 66,676,000 shares of common stock (the “pre-funded warrants”), accompanied by Series A warrants to purchase 66,676,000 shares of common stock (or, in certain circumstances, pre-funded warrants) (the “Series A warrants”), Series B warrants to purchase 66,676,000 shares of common stock (or, in certain circumstances, pre-funded warrants) (the “Series B warrants”) and Series C warrants to purchase 66,676,000 shares of common stock (or, in certain circumstances, pre-funded warrants) (the “Series C warrants”). The combined public offering price of one pre-funded warrant, one Series A warrant, one Series B warrant and one Series C warrant, which were sold together but are immediately separable, is
The pre-funded warrants and Series A warrants may be exercised for cash or on a net exercise or “cashless” basis, and the Series B warrants and Series C warrants may be exercised for cash or on a net exercise or “cashless” basis provided there is no effective registration statement or prospectus available which covers the Series B warrants and Series C warrants and shares of common stock issuable upon exercise of the Series B warrants and Series C warrants.
The Series B warrants are exercisable at an exercise price of
Xilio intends to use the net proceeds received from the offering to advance the development of its product candidates and for working capital requirements and other general corporate purposes.
Leerink Partners acted as the sole bookrunner for the offering.
A shelf registration statement on Form S-3 (File No. 333-285703), as amended, relating to the securities to be offered in the public offering was initially filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, and declared effective on May 8, 2025. The offering was made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A final prospectus supplement relating to the offering has been filed with the SEC and may be obtained for free by visiting the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and final prospectus supplement relating to the offering may also be obtained by contacting Leerink Partners LLC, Syndicate Department, 53 State Street, 40th Floor, Boston, MA 02109, or by telephone at (800) 808-7525 ext. 6105, or by email at syndicate@leerink.com.
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy these securities, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Xilio Therapeutics
Xilio Therapeutics is a clinical-stage biotechnology company discovering and developing tumor-activated, or masked, immuno-oncology (I-O) therapies with the goal of significantly improving outcomes for people living with cancer without the systemic side effects of current I-O treatments. The company is leveraging its proprietary platform to advance a pipeline of novel, tumor-activated I-O molecules that are designed to optimize the therapeutic index by localizing anti-tumor activity within the tumor microenvironment.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the use of proceeds of the offering. The words “aim,” “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “seek,” “target” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Any forward-looking statements in this press release are based on management’s current expectations and beliefs and are subject to a number of important risks, uncertainties and other factors that may cause actual events or results to differ materially from those expressed or implied by any forward-looking statements contained in this press release. These and other risks and uncertainties are described in greater detail in the sections entitled “Risk Factor Summary” and “Risk Factors” in Xilio’s filings with the SEC, including Xilio’s most recent Quarterly Report on Form 10-Q and any other filings that Xilio has made or may make with the SEC in the future. Any forward-looking statements contained in this press release represent Xilio’s views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Except as required by law, Xilio explicitly disclaims any obligation to update any forward-looking statements.
Investor and Media Contact
Scott Young
Vice President, Investor Relations and Corporate Communications
investors@xiliotx.com
FAQ
How much did Xilio Therapeutics (XLO) raise in its June 2025 public offering?
What is the exercise price for XLO's Series B and C warrants?
Who were the lead investors in Xilio's 2025 public offering?
When can XLO's Series B and C warrants be exercised?
How will Xilio use the proceeds from the offering?
