Xilio Therapeutics (NASDAQ: XLO) shifts to Nasdaq Capital Market after bid-price issue

Rhea-AI Filing Summary

Xilio Therapeutics, Inc. is moving its common stock listing from the Nasdaq Global Select Market to the Nasdaq Capital Market, effective at the open of business on October 6, 2025, while continuing to trade under the symbol XLO. This change follows a prior notice from Nasdaq on April 8, 2025 that the company no longer met the $1.00 minimum bid price requirement for the Global Select tier. In connection with the transfer, Nasdaq granted Xilio an additional 180 calendar days, until March 30, 2026, for its stock to close at or above $1.00 for at least 10 consecutive business days to regain compliance. The company states that it is continuing to evaluate options to restore compliance with the minimum bid price rule.

Positive

• None.

Negative

• Xilio Therapeutics failed to meet Nasdaq’s $1.00 minimum bid price requirement and now faces a defined deadline of March 30, 2026 to regain compliance or risk further listing consequences.

Insights

Equity & Listing Standards Analyst

Listing tier downgrade extends time but flags compliance risk.

Xilio Therapeutics received approval to move its shares from the Nasdaq Global Select Market to the Nasdaq Capital Market, effective October 6, 2025. This keeps the stock on a Nasdaq market while shifting it to a tier with lower financial listing standards.

The move is directly tied to a previously disclosed failure to meet Nasdaq’s $1.00 minimum bid price requirement under Rule 5450(a)(1). With the transfer, Nasdaq granted an additional 180-day grace period, until March 30, 2026, for the shares to close at or above $1.00 for at least 10 consecutive business days, subject to potential Staff discretion on the 10-day window.

This development highlights ongoing listing-compliance risk. If the company does not achieve the required bid-price performance by March 30, 2026 under the applicable rules, further Nasdaq actions could follow under its procedures. The company notes it is evaluating available options to regain compliance, and future disclosures may detail any specific actions.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice or transferred its listing to a different exchange.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 2, 2025

Xilio Therapeutics, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware		001-40925		85-1623397
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

828 Winter Street, Suite 300 Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (857) 524-2466

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		XLO		Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 2, 2025, Xilio Therapeutics, Inc. (the “Company”) received approval from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) to transfer the listing of the Company’s common stock from The Nasdaq Global Select Market to The Nasdaq Capital Market. Effective as of the opening of business on October 6, 2025, the Company’s common stock will be transferred to The Nasdaq Capital Market and will continue to trade under the symbol “XLO.” The Nasdaq Capital Market is a continuous trading market that operates in substantially the same manner as The Nasdaq Global Select Market. All companies listed on The Nasdaq Capital Market must meet certain financial requirements and adhere to Nasdaq’s corporate governance standards.

As previously disclosed on April 8, 2025, the Company received a letter from the Staff of Nasdaq notifying the Company of its failure to maintain the $1.00 minimum bid price required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1) (the “Minimum Bid Price Requirement”). In connection with the transfer to The Nasdaq Capital Market, Nasdaq granted the Company an additional 180 calendar day period, or until March 30, 2026, to regain compliance with the Minimum Bid Price Requirement.

During the additional 180 calendar day grace period, the Company’s common stock must close at $1.00 or more for at least 10 consecutive business days to regain compliance with the Minimum Bid Price Requirement, unless the Staff exercises its discretion to extend this 10-day period pursuant to Nasdaq Listing Rule 5810(c)(3)(H).

The Company is continuing to evaluate available options to regain compliance with the Minimum Bid Requirement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				XILIO THERAPEUTICS, INC.
Date: October 3, 2025				By:		/s/ Caroline Hensley
						Caroline Hensley
						Chief Legal Officer

FAQ

What Nasdaq change did Xilio Therapeutics (XLO) announce?

Xilio Therapeutics disclosed that Nasdaq approved transferring its common stock listing from the Nasdaq Global Select Market to the Nasdaq Capital Market, effective at the opening of business on October 6, 2025. The shares will continue to trade under the symbol XLO.

Why is Xilio Therapeutics (XLO) moving to the Nasdaq Capital Market?

The move follows an April 8, 2025 notice from Nasdaq that Xilio failed to maintain the $1.00 minimum bid price required for continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1).

Does Xilio Therapeutics keep its Nasdaq listing after the transfer?

Yes. After the transfer, Xilio’s common stock will be listed on the Nasdaq Capital Market, which is a continuous trading market that operates in substantially the same manner as the Nasdaq Global Select Market, and the ticker remains XLO.

How long does Xilio Therapeutics have to regain Nasdaq bid price compliance?

In connection with the transfer, Nasdaq granted Xilio an additional 180 calendar days, until March 30, 2026, to regain compliance with the minimum bid price rule.

What must Xilio Therapeutics’ stock do to meet the Nasdaq minimum bid rule?

During the additional grace period, Xilio’s common stock must close at $1.00 or more for at least 10 consecutive business days, unless Nasdaq Staff exercises discretion to extend that period under Listing Rule 5810(c)(3)(H).

What actions is Xilio Therapeutics considering to address the Nasdaq bid price issue?

The company states that it is continuing to evaluate available options to regain compliance with the minimum bid price requirement, without specifying particular measures in this disclosure.