Xilio Therapeutics Announces Pricing of Underwritten Offering

Rhea-AI Summary

Xilio Therapeutics (Nasdaq: XLO) priced an underwritten offering of 74,780,300 pre-funded warrants at $0.5349 each, exercisable for one share at $0.0001 per share. Gross proceeds are expected to be approximately $40.0 million, with closing on or about February 13, 2026, subject to customary conditions.

Investors include Coastlands Capital (lead), Gilead Sciences, OrbiMed, Perceptive Advisors and others. Leerink Partners is sole bookrunner. Net proceeds will be used to advance product development, working capital and general corporate purposes.

Positive

• Gross proceeds of approximately $40.0 million
• Participation from strategic investor Gilead Sciences and major institutions

Negative

• 74.78M pre-funded warrants exercisable at $0.0001 could substantially increase outstanding shares
• Potential shareholder dilution from cashless or cash exercise of warrants

Key Figures

Pre-funded warrants: 74,780,300 Offering price: $0.5349 per pre-funded warrant Exercise price: $0.0001 per share +5 more

8 metrics

Pre-funded warrants 74,780,300 Shares of common stock underlying pre-funded warrants in this offering

Offering price $0.5349 per pre-funded warrant Price to investors in the underwritten offering

Exercise price $0.0001 per share Exercise price for each pre-funded warrant share

Gross proceeds $40.0 million Expected gross proceeds before fees and expenses

Shelf filing date March 11, 2025 Initial filing date of Form S-3 shelf used for this offering

Shelf effectiveness date May 8, 2025 Date Form S-3 shelf was declared effective by SEC

File number 333-285703 SEC file number for the Form S-3 registration statement

Current share price $0.535 Price prior to this offering announcement

Market Reality Check

Price: $0.5350 Vol: Volume 356,498 is below t...

normal vol

$0.5350 Last Close

Volume Volume 356,498 is below the 20-day average of 495,098, suggesting no outsized pre-news positioning. normal

Technical Shares at $0.535 are trading below the 200-day MA of $0.72 and sit 68.53% under the 52-week high.

Peers on Argus

XLO was down 1.2% with mixed peer action: MRSN up 0.62%, LVTX flat-to-down 3.87%...

2 Up 1 Down

XLO was down 1.2% with mixed peer action: MRSN up 0.62%, LVTX flat-to-down 3.87%, BCAB down 7.75%, JSPR down 6.42%. Momentum data show only 1 peer (BCAB) moving down with XLO, indicating a stock-specific response to financing rather than a broad biotech move.

Previous Offering Reports

3 past events · Latest: Jun 05 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Jun 05	Offering closing	Negative	+3.2%	Announced closing of $50M public offering via pre-funded and common warrants.
Jun 02	Offering pricing	Negative	-34.6%	Priced $50M pre-funded and Series A–C warrant public offering.
Jun 02	Proposed offering	Negative	-34.6%	Proposed public offering of pre-funded and series warrants for development funding.

Pattern Detected

Offering-related announcements have generally pressured the stock, with two prior pricing/proposed offerings showing steep negative reactions, while a later closing announcement modestly bounced.

Recent Company History

Over the last year, Xilio has repeatedly used equity-linked financings, including pre-funded warrant offerings on June 2, 2025 and a closing release on June 5, 2025. Those events produced large negative moves of -34.57% around the pricing and proposed offering, followed by a smaller +3.2% move on the closing announcement. Today’s underwritten pre-funded warrant deal continues that pattern of accessing capital to fund product candidate development and general corporate purposes, consistent with past offerings.

Historical Comparison

offering

-22.0 %

Average Historical Move

Historical Analysis

In the past, XLO’s three offering-related announcements produced an average move of -21.98%, indicating that financing news has typically been associated with substantial share-price pressure.

Typical Pattern

Xilio has repeatedly raised capital through pre-funded warrant structures for product development and corporate purposes, with today’s underwritten pre-funded warrant deal extending this established financing pattern.

Market Pulse Summary

This announcement details a substantial underwritten offering of 74,780,300 pre-funded warrants at $...

Analysis

This announcement details a substantial underwritten offering of 74,780,300 pre-funded warrants at $0.5349 each, targeting about $40.0 million in gross proceeds to fund product development and corporate purposes. Historically, Xilio has relied on similar pre-funded warrant structures, with offering-related news averaging a -21.98% move. Investors typically focus on how added share overhang, warrant terms, and future financing needs balance against the strengthened cash position and pipeline execution.

Key Terms

pre-funded warrants, exercise price, cashless, shelf registration statement, +4 more

8 terms

pre-funded warrants financial

"announced the pricing of an underwritten offering of pre-funded warrants to purchase 74,780,300 shares"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

exercise price financial

"Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 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.

cashless financial

"The pre-funded warrants may be exercised for cash or on a net exercise or “cashless” basis."

A cashless transaction is any deal settled without exchanging physical money; value is transferred by swapping or adjusting securities, like shares or options, rather than paying cash. For investors this matters because cashless settlements preserve a company’s cash balance but can change share counts or ownership percentages, affecting dilution, earnings per share and the value of holdings—similar to trading goods for goods instead of using cash at checkout.

shelf registration statement regulatory

"The offering is being made pursuant to an effective shelf registration statement on Form S-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

form s-3 regulatory

"effective shelf registration statement on Form S-3 (File No. 333-285703), as amended, initially filed"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

prospectus supplement regulatory

"The final prospectus supplement relating to the offering will be filed with the SEC."

A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.

underwritten offering financial

"announced the pricing of an underwritten offering of pre-funded warrants"

An underwritten offering is when a bank or group of banks agrees to buy all of a company's new shares or bonds and then resell them to outside investors, guaranteeing the company will raise a specific amount of money. It matters to investors because it adds certainty that the funding will close while increasing the number of shares or debt in the market, which can lower the price per share and change each existing owner's ownership percentage—think of a wholesaler buying an entire shipment from a maker before it reaches stores.

bookrunner financial

"Leerink Partners is acting as the sole bookrunner for the offering."

A bookrunner is the lead bank or financial firm that organizes and manages a new securities offering, acting like a project manager who sets the price range, collects investor demand, and decides how shares are allocated. For investors, the bookrunner’s choices and reputation influence the final price, how many shares each buyer receives, and the overall chance the deal succeeds — similar to how a trusted referee shapes a fair and well-run auction.

AI-generated analysis. Not financial advice.

WALTHAM, Mass., Feb. 11, 2026 (GLOBE NEWSWIRE) -- Xilio Therapeutics, Inc. (Nasdaq: XLO), a clinical-stage biotechnology company discovering and developing masked immuno-oncology therapies for people living with cancer, today announced the pricing of an underwritten offering of pre-funded warrants to purchase 74,780,300 shares of common stock at a price to investors of $0.5349 per pre-funded warrant (the “pre-funded warrants”). Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share. The pre-funded warrants will be exercisable immediately and will be exercisable until all of the pre-funded warrants are exercised in full. The offering is expected to close on or about February 13, 2026, subject to satisfaction of customary closing conditions. All of the pre-funded warrants are being offered by Xilio.

The gross proceeds from the offering are expected to be approximately $40.0 million before deducting underwriting discounts and commissions and offering expenses. The pre-funded warrants may be exercised for cash or on a net exercise or “cashless” basis. 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.

The financing was led by existing investor Coastlands Capital and included participation from Gilead Sciences, Inc., OrbiMed, Perceptive Advisors, and other new and existing institutional investors.

Leerink Partners is acting as the sole bookrunner for the offering.

The offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-285703), as amended, initially filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, and declared effective on May 8, 2025. The final prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the 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 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.

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 anticipated use of proceeds of the offering, satisfaction of customary closing conditions relating to the offering and the expected closing 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, including, without limitation, the satisfaction of customary closing conditions related to the offering. 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 Contact 
Alex Lobo, Precision AQ
alex.lobo@precisionaq.com

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

FAQ

What did Xilio (XLO) announce about the February 2026 offering?

Xilio announced pricing of 74,780,300 pre-funded warrants at $0.5349 each. According to the company, gross proceeds are expected to be about $40.0 million and the offering is expected to close on or about February 13, 2026.

How are the XLO pre-funded warrants exercisable and what does that mean for shareholders?

Each pre-funded warrant is exercisable for one share at $0.0001 per share. According to the company, warrants are immediately exercisable and may be exercised for cash or on a cashless basis, which can increase share count.

Who led and who participated in Xilio's underwritten offering (XLO)?

The financing was led by investor Coastlands Capital with participation from Gilead Sciences, OrbiMed, Perceptive Advisors and other institutional investors. According to the company, Leerink Partners acted as sole bookrunner.

What will Xilio (XLO) use the net proceeds from the offering for?

Xilio intends to use net proceeds to advance development of its product candidates and for working capital and general corporate purposes. According to the company, funds will support clinical and development activities.

When will Xilio's (XLO) offering close and under what registration is it being made?

The offering is expected to close on or about February 13, 2026, subject to customary closing conditions. According to the company, the offering is made under an effective Form S-3 shelf registration declared effective May 8, 2025.

How might the XLO pre-funded warrants affect potential dilution and exercises?

The pre-funded warrants can be exercised immediately for one common share at $0.0001, or net/cashless, which may increase outstanding shares. According to the company, exercise options include cash or cashless mechanisms.