Xilio Therapeutics (XLO) prices $40M pre-funded warrant offering to fund pipeline

Rhea-AI Filing Summary

Xilio Therapeutics has priced an underwritten offering of pre-funded warrants to strengthen its cash position. The company is selling pre-funded warrants to purchase 74,780,300 shares of common stock at $0.5349 per warrant, each exercisable for one share at an exercise price of $0.0001.

The transaction is expected to generate approximately $40.0 million in gross proceeds and about $37.1 million in net proceeds after underwriting discounts and expenses. Xilio plans to use the net proceeds to advance development of its product candidates, support working capital and for other general corporate purposes.

The warrants are immediately exercisable and remain outstanding until fully exercised, with ownership capped at 4.99% of outstanding common stock, or up to 19.99% at the holder’s election under specified notice and timing conditions. The offering is being conducted under Xilio’s effective Form S-3 shelf registration and is expected to close following customary conditions.

Insights

Biotech capital markets analyst

Xilio secures a sizable warrant-based financing to fund pipeline development.

Xilio Therapeutics entered an underwritten offering of pre-funded warrants covering 74,780,300 shares at $0.5349 per warrant, each exercisable at $0.0001 per share. The deal is expected to raise about $40.0 million gross and $37.1 million net, all to the company.

The structure concentrates economic payment upfront while leaving a de‑minimis exercise price, typical for pre-funded warrants. A beneficial ownership cap of 4.99%, adjustable up to 19.99% with notice, limits any single holder’s reported stake at exercise, which can matter for governance thresholds and listing rules.

The company states it intends to use proceeds to advance product candidates and for working capital and general corporate purposes, aligning the financing with R&D and operating needs. Closing is expected on or about February 13, 2026, subject to customary conditions; subsequent disclosures in periodic reports and offering documents will show how quickly the capital is deployed and the pace of warrant exercises.

NASDAQ false 0001840233 0001840233 2026-02-11 2026-02-11

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): February 11, 2026

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 Capital 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 1.01. Entry into a Material Definitive Agreement.

On February 11, 2026, Xilio Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Leerink Partners LLC, as representative of the underwriter named therein (the “Underwriter”), relating to an underwritten offering (the “Offering”) of pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 74,780,300 shares of common stock (the “Warrant Shares”) at a price to investors of $0.5349 per Pre-Funded Warrant. Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share. All of the Pre-Funded Warrants are being sold by the Company.

The Company estimates that it will receive net proceeds from the Offering of approximately $37.1 million after deducting the underwriting discounts and commissions and estimated offering expenses payable by the Company.

The Pre-Funded Warrants will be issued pursuant to the registration statement on Form S-3 that was filed with the Securities and Exchange Commission (the “SEC”) on March 11, 2025, as amended on May 6, 2025, and declared effective by the SEC on May 8, 2025 (File No. 333-285703), and the final prospectus supplement that was filed with the SEC on February 12, 2026. The closing of the Offering is expected to take place on or about February 13, 2026, subject to the satisfaction of customary closing conditions.

The exercisability of the Pre-Funded Warrants is subject to limitations on exercise. A holder will be prohibited from exercising any portion of any Pre-Funded Warrant if immediately prior to or following such exercise such holder (together with its affiliates) would beneficially own more than 4.99% (or up to 19.99% at the election of the holder) of the Company’s issued and outstanding common stock immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrant. However, any holder of any Pre-Funded Warrant may increase or decrease such percentage to any other percentage not in excess of 19.99%, provided that any such increase will not be effective until the 61st day after notice from the holder is delivered to the Company.

Each Pre-Funded Warrant will have an exercise price per share of common stock equal to $0.0001 per share and will be immediately exercisable. The exercise price of the Pre-Funded Warrants and the number of shares of common stock issuable upon exercise of the Pre-Funded Warrants are subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the common stock, as well as upon certain pro rata distributions to the Company’s stockholders for no consideration. The exercise price of the Pre-Funded Warrants will not be adjusted below the par value of the Company’s common stock.

In the event of certain fundamental transactions, each holder of the Pre-Funded Warrants has the right to receive, upon exercise of the Pre-Funded Warrants, the same amount and kind of securities, cash or property as such holder would have been entitled to receive upon the occurrence of such fundamental transaction if it had been, immediately prior to such fundamental transaction, the holder of the number of shares of common stock underlying such holder’s Pre-Funded Warrant without regard to any limitations on exercise contained in the Pre-Funded Warrants.

The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), and other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement.

The foregoing descriptions of the terms of the Underwriting Agreement and the Pre-Funded Warrants do not purport to be complete and each is qualified in its entirety by reference to the Underwriting Agreement and the form of Pre-Funded Warrant, respectively, which are filed as Exhibit 1.1 and Exhibit 4.1 hereto and incorporated by reference herein.

The legal opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Company, relating to the Pre-Funded Warrants and the Warrant Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

The full text of the press release announcing the pricing of the Offering on February 11, 2026 is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, without limitation, statements regarding the 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 Current Report on Form 8-K 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 Current Report on Form 8-K, including, without limitation, risks and uncertainties related to market and other conditions, the satisfaction of customary closing conditions related to the Offering and the impact of general economic, industry or political conditions in the United States or internationally. These and other risks and uncertainties are described in greater detail in the section entitled “Risk Factors” in the Company’s filings with the SEC, including the Company’s most recent Quarterly Report on Form 10-Q, the Company’s final prospectus supplement filed with the SEC on February 12, 2026 and any other filings that the Company has made or may make with the SEC in the future. Any forward-looking statements contained in this Current Report on Form 8-K represent the Company’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, the Company explicitly disclaims any obligation to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Underwriting Agreement, dated February 11, 2026, by and between Xilio Therapeutics, Inc. and Leerink Partners LLC, as representative of the underwriter named therein
4.1		Form of Pre-Funded Warrant Agreement
5.1		Opinion of Wilmer Cutler Pickering Hale and Dorr LLP
23.1		Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
99.1		Press release issued by Xilio Therapeutics, Inc. on February 11, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 12, 2026				By:		/s/ Caroline Hensley
						Caroline Hensley
						Chief Legal Officer

Exhibit 99.1

Xilio Therapeutics Announces Pricing of Underwritten Offering

WALTHAM, Mass., February 11, 2026 — 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 type of financing did Xilio Therapeutics (XLO) announce in this 8-K?

Xilio Therapeutics announced an underwritten offering of pre-funded warrants to purchase 74,780,300 shares of common stock. All warrants are being sold by the company under its effective Form S-3 shelf registration to raise cash for operations and development programs.

How much money will Xilio Therapeutics (XLO) raise from the pre-funded warrant offering?

The pre-funded warrant offering is expected to generate $40.0 million in gross proceeds and approximately $37.1 million in net proceeds. Net proceeds are after underwriting discounts, commissions, and estimated offering expenses that Xilio will pay in connection with the transaction.

What are the key terms of Xilio Therapeutics’ (XLO) pre-funded warrants?

Each pre-funded warrant is sold at $0.5349 and exercisable for one share of common stock at an exercise price of $0.0001. The warrants are exercisable immediately and remain exercisable until fully exercised, with customary anti-dilution adjustments for certain corporate actions.

How will Xilio Therapeutics (XLO) use the net proceeds from this offering?

Xilio intends to use the net proceeds to advance development of its product candidates, support working capital requirements, and for other general corporate purposes. These uses are typical for a clinical-stage biotechnology company funding research and operations.

Are there ownership limits on exercising Xilio Therapeutics’ (XLO) pre-funded warrants?

Yes. A holder generally cannot exercise if it would own more than 4.99% of outstanding common stock after exercise. This cap can be increased or decreased up to 19.99% at the holder’s election, subject to a 61-day waiting period after notice for increases.

When is Xilio Therapeutics’ (XLO) pre-funded warrant offering expected to close?

The offering is expected to close on or about February 13, 2026, subject to the satisfaction of customary closing conditions. Leerink Partners is acting as sole bookrunner under an underwriting agreement that includes standard representations, covenants, closing conditions, and indemnification provisions.

Filing Exhibits & Attachments

7 documents

Press Releases

• EX-99.1 EX-99.1 8.2 KB

Other Documents

• EX-1.1 EX-1.1 171.1 KB
• EX-4.1 EX-4.1 70.1 KB
• EX-5.1 EX-5.1 12.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 18.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.4 KB