Xilio Therapeutics Announces Proposed Public Offering
- Proceeds will support development of product candidates and strengthen working capital
- Company has an effective shelf registration statement in place for the offering
- Potential dilution for existing shareholders through warrant exercise
- Offering indicates need for additional capital which may suggest cash burn concerns
- Multiple series of warrants may create complex capital structure
Insights
Xilio's warrant offering will dilute shareholders but provides critical funding for its immuno-oncology pipeline development.
Xilio Therapeutics is pursuing a complex financing structure through an underwritten public offering consisting of pre-funded warrants and three series (A, B, and C) of additional warrants. This financing approach, rather than a straightforward equity offering, suggests the company is working within challenging market conditions while attempting to secure necessary capital.
The structure using multiple warrant series indicates a sophisticated approach to fundraising that likely provides both immediate capital and potential future funding tranches. For a clinical-stage biotech without commercial products, this capital infusion is critically important for advancing its tumor-activated immuno-oncology therapies through development stages.
While the press release doesn't specify the offering size, the dilutive impact on existing shareholders will be inevitable once these warrants are exercised. The company's stated use of proceeds focuses on product candidate development and general corporate purposes, suggesting a strategic allocation toward advancing its clinical pipeline.
The involvement of Leerink Partners as sole bookrunner - a specialized healthcare investment bank - lends some credibility to the offering, though having a single bookrunner rather than multiple underwriters may reflect limited institutional interest. With the recent SEC registration statement declared effective on May 8, 2025, the company appears to have been planning this capital raise for several months.
This financing round represents a pivotal moment for Xilio as it seeks to secure the runway needed to reach its next value-creating clinical milestones in the competitive immuno-oncology landscape.
WALTHAM, Mass., June 02, 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 that it is commencing an underwritten public offering of pre-funded warrants to purchase shares of common stock accompanied by Series A warrants to purchase shares of common stock (or, in certain circumstances, pre-funded warrants), Series B warrants to purchase shares of common stock (or, in certain circumstances, pre-funded warrants) and Series C warrants to purchase shares of common stock (or, in certain circumstances, pre-funded warrants). All of the securities to be sold in the proposed offering will be offered by Xilio. The proposed offering is subject to market and other conditions, and there can be no assurance as to whether or when the offering may be completed or as to the actual size or terms of the offering.
Xilio intends to use the net proceeds received from the proposed offering to advance the development of its product candidates and for working capital requirements and other general corporate purposes.
Leerink Partners is acting 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 will be made only by means of a prospectus supplement and accompanying prospectus that form a part of the registration statement. A preliminary prospectus supplement relating to and describing the terms of the offering is expected to be filed with the SEC and, if and when filed will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and accompanying prospectus 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 proposed public offering, including the completion of the public offering on the anticipated terms, or at all. 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 uncertainties related to market conditions; the completion of the public offering on the anticipated terms or at all; risks and uncertainties related to Xilio’s ongoing and planned research and development activities; and Xilio’s ability to obtain additional cash resources to fund its operations in the near-term. 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
What is the purpose of Xilio Therapeutics (XLO) public offering in June 2025?
Who is the bookrunner for Xilio Therapeutics' 2025 warrant offering?
What types of securities is XLO offering in the June 2025 public offering?
When was Xilio's shelf registration statement declared effective by the SEC?
How will the proceeds from XLO's 2025 warrant offering be used?
