Xilio Therapeutics Announces Inducement Grants Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Xilio Therapeutics (Nasdaq: XLO) granted non-qualified stock options to two new employees effective March 1, 2026 under its 2022 Inducement Stock Incentive Plan. The awards total 50,050 options with an exercise price of $0.5283 per share, equal to the February 27, 2026 closing price.

Each option has a ten-year term and vests 25% after one year, with the remaining 75% vesting in 36 equal monthly installments, subject to continued service and plan terms.

Key Figures

Inducement options: 50,050 shares Exercise price: $0.5283 per share Grant effective date: March 1, 2026 +5 more

8 metrics

Inducement options 50,050 shares Non-qualified stock options granted to two new employees

Exercise price $0.5283 per share Equal to Feb 27, 2026 closing price of common stock

Grant effective date March 1, 2026 Effective date of inducement stock option grants

Option term 10 years Ten-year term for each stock option

Cliff vesting 25% at 1 year 25% vests on first anniversary of employment start

Remaining vesting 75% over 36 months Remaining 75% vests in 36 equal monthly installments

Nasdaq rule Rule 5635(c)(4) Grants made as inducement awards under Nasdaq listing rule

Plan year 2022 Xilio Therapeutics’ 2022 Inducement Stock Incentive Plan

Market Reality Check

Price: $0.5408 Vol: Volume 975,737 is 1.97x t...

high vol

$0.5408 Last Close

Volume Volume 975,737 is 1.97x the 20-day average of 495,479, showing elevated trading ahead of this update. high

Technical Shares at $0.5283 are trading below the 200-day MA of $0.71 and are 55.23% under the 52-week high of $1.18.

Peers on Argus

Pre-news, XLO was down 1.57% while close biotech peers were mixed: MRSN up 0.62%...

1 Down

Pre-news, XLO was down 1.57% while close biotech peers were mixed: MRSN up 0.62%, JSPR up 2.22%, LVTX and BCAB down 3.87% and 1.12%, and MURA flat, suggesting stock-specific factors rather than a broad sector move.

Historical Context

5 past events · Latest: Feb 11 (Negative)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Feb 11	Underwritten offering	Negative	+11.4%	Pricing of large pre-funded warrant offering for approximately $40M gross proceeds.
Jan 08	Corporate update	Positive	+2.6%	Highlighted stronger cash position, extended runway and upcoming development milestones.
Nov 13	Earnings & pipeline	Positive	-9.3%	Reported Q3 2025 financials and encouraging clinical data for multiple programs.
Nov 07	Phase 2 data	Positive	-3.0%	Released late-breaking Phase 2 vilastobart data in MSS mCRC with high ORR subset.
Nov 07	SITC data	Positive	-3.0%	Presented broader masked immunotherapy platform and early-stage efarindodekin alfa data.

Pattern Detected

Recent news often saw the stock diverge from seemingly positive catalysts, with only one of the last five events showing price action aligned with sentiment.

Recent Company History

Over the past six months, Xilio has combined clinical progress with significant financing. An underwritten pre-funded warrant offering on Feb 11, 2026 targeted about $40.0M and coincided with a 11.44% gain. Earlier corporate updates on Jan 8, 2026 highlighted an estimated $137.5M cash balance and cash runway into Q2 2027. In Nov 2025, Xilio shared detailed Phase 1/2 data for efarindodekin alfa and vilastobart around SITC, but those data-driven events produced modest negative reactions. Today’s small inducement option grants fit into this broader pattern of active capital management and pipeline development.

Market Pulse Summary

This announcement outlines a standard inducement equity grant of 50,050 non-qualified stock options ...

Analysis

This announcement outlines a standard inducement equity grant of 50,050 non-qualified stock options under the 2022 Inducement Stock Incentive Plan, priced at $0.5283 with a ten-year term and time-based vesting. It follows recent capital-raising and governance steps, including a significant pre-funded warrant offering and stockholder approval for a potential reverse split. Investors evaluating this update may focus more on cash runway, upcoming IND timelines, and how management balances dilution with clinical progress.

Key Terms

non-qualified stock options, inducement stock incentive plan, exercise price, nasdaq listing rule 5635(c)(4)

4 terms

non-qualified stock options financial

"the company granted non-qualified stock options to purchase 50,050 shares"

Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.

inducement stock incentive plan financial

"under Xilio Therapeutics’ 2022 Inducement Stock Incentive Plan"

An inducement stock incentive plan is a program that gives newly hired employees or executives shares or stock-based awards as a reward for joining a company and to encourage them to stay and perform. For investors, it matters because these grants can dilute existing shareholders, increase reported compensation costs, and signal how a company is investing in talent—similar to a signing bonus mixed with a stake in the business.

exercise price financial

"The stock options have an exercise price of $0.5283 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

nasdaq listing rule 5635(c)(4) regulatory

"in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

AI-generated analysis. Not financial advice.

WALTHAM, Mass., March 02, 2026 (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 that, effective March 1, 2026, the company granted non-qualified stock options to purchase 50,050 shares of its common stock to two new employees under Xilio Therapeutics’ 2022 Inducement Stock Incentive Plan.

The stock options have an exercise price of $0.5283 per share, which is equal to the closing price of the company’s common stock on February 27, 2026. Each stock option has a ten-year term and will vest as to 25% of the shares underlying the stock option on the first anniversary following commencement of employment, and the remaining 75% of the shares underlying the stock option will vest in 36 equal monthly installments thereafter, subject to continued service with the company or any of its subsidiaries through each applicable vesting date.

The stock options are subject to the terms and conditions of Xilio Therapeutics’ 2022 Inducement Stock Incentive Plan, as well as the terms and conditions of the stock option agreement covering the grant and were made as an inducement material to the individual entering into employment with the company in accordance with Nasdaq Listing Rule 5635(c)(4).

About Xilio Therapeutics

Xilio Therapeutics is a clinical-stage biotechnology company discovering and developing 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 masking technology to advance a pipeline of novel, masked I-O molecules that are designed to optimize the therapeutic index by localizing anti-tumor activity within the tumor microenvironment. Learn more by visiting www.xiliotx.com and follow us on LinkedIn (Xilio Therapeutics, Inc.).

Investor Contact
Alex Lobo, Precision AQ
Alex.lobo@precisionaq.com

Media Contact
Josie Butler, 1AB
josie@1abmedia.com

FAQ

What did Xilio Therapeutics (XLO) grant on March 1, 2026?

Xilio Therapeutics granted non-qualified stock options totaling 50,050 shares to two new employees. According to Xilio Therapeutics, the options have a $0.5283 exercise price and ten-year term, and were made as inducement awards under Nasdaq Listing Rule 5635(c)(4).

What are the vesting terms for the XLO inducement stock options?

The options vest 25% after one year, then 75% in 36 monthly installments. According to Xilio Therapeutics, vesting is subject to continued service with the company or subsidiaries through each applicable vesting date.

What is the exercise price and valuation date for the XLO option grants?

The exercise price is $0.5283 per share, matching the closing price on February 27, 2026. According to Xilio Therapeutics, that closing price was used to set the exercise price for the inducement grants.

Do Xilio's inducement options expire, and when?

Yes, each stock option has a ten-year term from grant. According to Xilio Therapeutics, the options expire ten years after the grant date and are governed by the 2022 Inducement Stock Incentive Plan and the option agreements.

Why did Xilio Therapeutics make these stock option grants under Nasdaq Rule 5635(c)(4)?

The grants were made as inducement material to the individuals entering employment, complying with Nasdaq Listing Rule 5635(c)(4). According to Xilio Therapeutics, this rule permits equity awards granted to new employees as hiring inducements.