Nasdaq warns Xilio Therapeutics (XLO) on equity shortfall and low share price

Q: What was Xilio Therapeutics’ reported stockholders’ equity that triggered the Nasdaq deficiency notice?

In its Form 10-Q for the quarter ended June 30, 2025 , Xilio reported $7,069,000 in stockholders’ equity , below the $10.0 million minimum required by Nasdaq for the Global Select Market.

Q: How much time does Xilio Therapeutics (XLO) have to regain compliance with Nasdaq’s stockholders’ equity requirement?

Under Nasdaq Listing Rule 5810(c)(2)(C), Xilio has 45 calendar days from the August 22, 2025 letter—until October 6, 2025 —to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the date of the letter to evidence compliance.

Q: What is the status of Xilio Therapeutics’ minimum bid price compliance with Nasdaq?

Xilio previously received a Nasdaq notice on April 4, 2025 for failing to maintain the $1.00 minimum bid price required under Nasdaq Listing Rule 5450(a)(1) . The initial 180‑day period to regain compliance expires on October 1, 2025 , and the company states it remains out of compliance with this requirement.

Q: Can Xilio Therapeutics receive additional time to fix its minimum bid price deficiency?

After the initial 180‑day period ending October 1, 2025 , Xilio may be eligible for an additional 180‑day compliance period if it transfers its securities to the Nasdaq Capital Market , meets that market’s initial listing standards other than the minimum bid price, and provides written notice of its intention to cure the deficiency.

Q: What actions is Xilio Therapeutics taking in response to Nasdaq’s deficiency notices?

The company states that it is continuing to evaluate available options to regain compliance with Nasdaq listing requirements, including those related to stockholders’ equity and the minimum bid price.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Xilio Therapeutics, Inc. reports that Nasdaq has notified the company it no longer meets the Nasdaq Global Select Market requirement to maintain at least $10.0 million in stockholders’ equity, after reporting stockholders’ equity of $7,069,000 in its Form 10-Q for the quarter ended June 30, 2025. The notice does not immediately affect trading of Xilio’s common stock. Xilio has 45 days, until October 6, 2025, to submit a plan to regain compliance, and Nasdaq may grant up to 180 additional days to show it meets the equity standard or allow a transfer to the Nasdaq Capital Market if that market’s listing criteria are satisfied.

The company also reminds investors that it previously received a Nasdaq notice on April 4, 2025 for failing to maintain the $1.00 minimum bid price, with an initial 180‑day cure period expiring on October 1, 2025, and that it remains out of compliance with this bid price requirement. Xilio states that it is evaluating options to regain compliance with Nasdaq listing rules.

Positive

None.

Negative

Nasdaq listing risk increases as Xilio reports stockholders’ equity of $7,069,000, below the $10.0 million requirement, while also remaining out of compliance with the $1.00 minimum bid price standard.

Insights

Nasdaq equity and bid-price deficiencies increase Xilio’s near-term listing risk.

Xilio Therapeutics has been notified by Nasdaq that its stockholders’ equity, reported at $7,069,000 as of the quarter ended June 30, 2025, is below the $10.0 million threshold for the Nasdaq Global Select Market. This follows an earlier notice on April 4, 2025 that the company had fallen below the $1.00 minimum bid price requirement. The combination of these two deficiencies heightens the risk that the shares could eventually move to a lower tier or be delisted if compliance is not restored.

Under Nasdaq rules, Xilio has 45 days from August 22, 2025 to submit a compliance plan and may receive up to 180 days from the letter date to demonstrate sufficient stockholders’ equity. For the bid price issue, the initial 180‑day cure period runs through October 1, 2025, with potential for another 180‑day period if the company transfers to the Nasdaq Capital Market and meets that market’s other initial listing standards. The company indicates it is evaluating options to address these listing requirements, and the actual outcome will depend on measures it pursues and future financial results.

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 →

08/28/2025 - 04:05 PM

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): August 22, 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 August 22, 2025, Xilio Therapeutics, Inc. (the “Company”) received a deficiency letter (the “Letter”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that it is not in compliance with the requirement to maintain a minimum of $10.0 million in stockholders’ equity, as required by Nasdaq Listing Rule 5450(b)(1)(A) for continued listing on The Nasdaq Global Select Market. As stated in the Letter, the Company reported stockholders’ equity of $7,069,000 in its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025.

The Letter has no immediate effect on the listing of the Company’s common stock. In accordance with Nasdaq Listing Rule 5810(c)(2)(C), the Company has 45 calendar days (or until October 6, 2025) to submit a plan to regain compliance with the stockholders’ equity requirement. If the plan is accepted, Nasdaq can grant an extension of up to 180 calendar days from the date of the Letter to evidence compliance. Alternatively, the Company may apply to transfer the Company’s securities to The Nasdaq Capital Market, provided that it meets the requirements for continued listing on The Nasdaq Capital Market.

As previously disclosed in a Current Report on Form 8-K filed on April 8, 2025, the Company received a deficiency letter from the Staff of Nasdaq on April 4, 2025, notifying it of the Company’s 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 Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company’s initial period of 180 calendar days to regain compliance with the Minimum Bid Requirement expires on October 1, 2025, after which it may be eligible for an additional 180 calendar day compliance period if it transfers its securities to The Nasdaq Capital Market, provided it meets the continued listing standard for the market value of publicly held shares and all other initial listing standards of that market, with the exception of the Minimum Bid Requirement, and provides written notice to the Staff of its intention to cure the deficiency within the second 180 day grace period. As of the date of this Current Report on Form 8-K, the Company remains out of compliance with the Minimum Bid Price Requirement.

The Company is continuing to evaluate available options to regain compliance with the Nasdaq listing requirements.

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: August 28, 2025	By:	/s/ Caroline Hensley
		Caroline Hensley
		Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What Nasdaq listing rule did Xilio Therapeutics (XLO) fail to satisfy in August 2025?

Xilio Therapeutics received a Nasdaq notice that it is not in compliance with Nasdaq Listing Rule 5450(b)(1)(A), which requires at least $10.0 million in stockholders’ equity for continued listing on the Nasdaq Global Select Market.

What was Xilio Therapeutics’ reported stockholders’ equity that triggered the Nasdaq deficiency notice?

In its Form 10-Q for the quarter ended June 30, 2025, Xilio reported $7,069,000 in stockholders’ equity, below the $10.0 million minimum required by Nasdaq for the Global Select Market.

How much time does Xilio Therapeutics (XLO) have to regain compliance with Nasdaq’s stockholders’ equity requirement?

Under Nasdaq Listing Rule 5810(c)(2)(C), Xilio has 45 calendar days from the August 22, 2025 letter—until October 6, 2025—to submit a plan to regain compliance. If Nasdaq accepts the plan, it may grant up to 180 calendar days from the date of the letter to evidence compliance.

What options does Xilio Therapeutics have if it cannot meet the Nasdaq Global Select Market equity standard?

If Xilio cannot regain compliance with the Global Select Market equity requirement, it may apply to transfer its securities to the Nasdaq Capital Market, provided it meets that market’s continued listing requirements.

What is the status of Xilio Therapeutics’ minimum bid price compliance with Nasdaq?

Xilio previously received a Nasdaq notice on April 4, 2025 for failing to maintain the $1.00 minimum bid price required under Nasdaq Listing Rule 5450(a)(1). The initial 180‑day period to regain compliance expires on October 1, 2025, and the company states it remains out of compliance with this requirement.

Can Xilio Therapeutics receive additional time to fix its minimum bid price deficiency?

After the initial 180‑day period ending October 1, 2025, Xilio may be eligible for an additional 180‑day compliance period if it transfers its securities to the Nasdaq Capital Market, meets that market’s initial listing standards other than the minimum bid price, and provides written notice of its intention to cure the deficiency.

What actions is Xilio Therapeutics taking in response to Nasdaq’s deficiency notices?

The company states that it is continuing to evaluate available options to regain compliance with Nasdaq listing requirements, including those related to stockholders’ equity and the minimum bid price.