Welcome to our dedicated page for Xilio Therapeutics SEC filings (Ticker: XLO), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The Xilio Therapeutics, Inc. (Nasdaq: XLO) SEC filings page on Stock Titan provides access to the company’s regulatory disclosures as filed with the U.S. Securities and Exchange Commission. Xilio is a clinical-stage biotechnology company developing tumor-activated, or masked, immuno-oncology therapies, and its filings offer detailed information on clinical progress, collaborations, financings, governance and listing status.
Through this page, readers can review current reports on Form 8-K in which Xilio reports material events such as pipeline and business updates, clinical trial milestones, collaboration developments with partners like Gilead, Roche and AbbVie, financings and warrant exercises, cash runway estimates, Nasdaq listing matters and changes in board leadership. Filings also describe events such as the initiation of Phase 2 dosing for efarindodekin alfa (XTX301), late-breaking data for vilastobart in microsatellite stable metastatic colorectal cancer, and approvals of equity incentive plans and stock option repricings by stockholders.
Investors can also consult proxy statements on Schedule 14A to understand proposals submitted to stockholders, including equity plan approvals and adjournment proposals, as well as the mechanics of special meetings. Other periodic reports, such as Forms 10-Q and 10-K when available, provide additional context on research and development expenses, collaboration and license revenue, net loss and risk factors related to Xilio’s clinical-stage operations and Nasdaq listing compliance.
Stock Titan enhances these filings with AI-powered summaries that highlight key points, such as updated financial guidance, listing notifications, and the implications of collaboration terms or option milestones. Users can quickly identify disclosures on topics like cash and cash equivalents, stockholders’ equity, minimum bid price grace periods, and the structure of development and commercialization options under Xilio’s license agreements. This makes it easier to interpret lengthy SEC documents and understand how Xilio’s masked immuno-oncology strategy is reflected in its regulatory reporting.
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.
Xilio Therapeutics is offering pre-funded warrants to purchase up to 74,780,300 shares of common stock at $0.5349 per warrant, each exercisable for one share at an exercise price of $0.0001. Gross proceeds are expected to be about $40.0 million, with approximately $37.1 million in net proceeds after fees and expenses.
As of December 31, 2025, Xilio had $137.5 million in cash and cash equivalents, and it expects existing cash plus this financing to fund operations through the end of 2027. The company warns that purchasers will experience immediate dilution, estimating a $0.2978 per-share dilution relative to the pro forma as adjusted net tangible book value.
The pre-funded warrants are subject to beneficial ownership limits of 4.99%, 9.99% or 19.99%, will not be listed on any exchange, and may be exercised on a cash or cashless basis. Xilio also highlights a planned February 23, 2026 stockholder vote on a reverse stock split to regain Nasdaq compliance, noting the split may not achieve the intended listing effects and could negatively impact the share price.
Gilead Sciences, Inc. reports beneficial ownership of 14,517,678 shares of Xilio Therapeutics, Inc. common stock, representing 19.9% of the outstanding class. This includes 5,412,227 shares issuable upon exercise of pre-funded warrants held by Gilead.
The stake also reflects common shares issued to Gilead on March 28, 2024, April 3, 2024, and December 18, 2024. The ownership percentage is based on 67,540,930 Xilio common shares outstanding as of January 13, 2026. Gilead certifies the securities were not acquired or held to change or influence control of Xilio.
Xilio Therapeutics is updating its stock sale program to offer up to an aggregate of $9,500,000 of common stock through its existing sales agreement with Leerink Partners LLC. This reduces the previous capacity of up to $50,000,000 under the earlier prospectus. The shares may be sold from time to time under the Form S-3 shelf, and as of February 10, 2026, the last reported sale price of the common stock on The Nasdaq Capital Market under the symbol “XLO” was $0.5415 per share.
Xilio Therapeutics, Inc. is calling a special stockholder meeting on February 23, 2026 to vote on a reverse stock split and a related adjournment proposal. The board is asking stockholders to approve an amendment to its Restated Certificate of Incorporation to allow a reverse split of issued common stock at a ratio between 1-for-2 and 1-for-30, with the exact ratio and timing to be chosen later by the board. The main goal is to increase the per-share trading price to help Xilio maintain its Nasdaq Capital Market listing and potentially broaden institutional and long-term investor interest. As of January 13, 2026, Xilio had 67,540,930 shares of common stock outstanding and the common stock last closed at $0.6558 per share. The board also seeks authority to adjourn or postpone the meeting if more time is needed to secure enough votes to approve the reverse split proposal.
Xilio Therapeutics is asking stockholders at a February 23, 2026 virtual special meeting to approve an amendment to its Restated Certificate of Incorporation authorizing a reverse stock split of its common stock at a ratio between 1‑for‑2 and 1‑for‑30, to be implemented, if at all, at the board’s sole discretion within one year.
The company explains that the primary goal is to raise its share price to meet Nasdaq Capital Market’s $1.00 minimum bid requirement and avoid potential delisting after receiving prior non‑compliance notices and a March 30, 2026 cure deadline. On January 13, 2026, the closing price of the common stock was $0.6558 per share, with 67,540,930 shares outstanding as of the record date. The reverse split would not change the 600,000,000 authorized common shares, so authorized but unissued shares would increase relative to the reduced outstanding amount, and fractional shares would be cashed out.
The proxy also seeks approval to adjourn the meeting, if needed, to solicit additional votes for the reverse split.
Xilio Therapeutics reported a preliminary estimate of approximately $137.5 million in cash and cash equivalents as of December 31, 2025. This figure is based on unaudited information and management estimates and is not a full set of financial results, so it may change once the year-end financial statements are completed and reviewed.
The company also announced a leadership change on its board. Sara M. Bonstein has been appointed chair of the board, succeeding Paul Clancy, who retired from the board effective January 6, 2026. The company stated that Mr. Clancy’s retirement did not result from any disagreement with the company or its management.
Xilio Therapeutics, Inc. is registering 32,000,000 shares of common stock for issuance under its newly approved 2025 Stock Incentive Plan. The plan was approved by the board of directors and subsequently by stockholders, and this filing enables the company to issue equity awards such as stock options and other share-based incentives to eligible participants.
The registration incorporates by reference the company’s latest annual, quarterly and certain current reports, and includes standard provisions describing indemnification of directors and officers under Delaware law, the company’s charter and bylaws, as well as related indemnification agreements and liability insurance.
Xilio Therapeutics, Inc. reported a Form 4 for its SVP, Finance and Accounting, reflecting new stock option grants and an option repricing tied to the company’s 2025 Stock Incentive Plan. Following stockholder approval of the 2025 plan on November 21, 2025, the executive received a stock option for 131,700 shares of common stock at an exercise price of $0.841 per share, vesting in 36 equal monthly installments beginning December 21, 2025.
The filing also shows a one-time option repricing effective November 21, 2025, reducing the exercise price of several existing options to $1.00 per share, while keeping their original vesting and expiration terms, except that exercises prior to November 21, 2026 must use the original exercise price. These options include grants originally priced at $3.17, $2.785 and $1.08 with expirations in 2033 and 2034.
Xilio Therapeutics (XLO) reported insider equity activity for its Chief Financial Officer on a Form 4. The Board approved a new 2025 Stock Incentive Plan on October 8, 2025, and stockholders approved the plan on November 21, 2025.
Under this plan, the CFO received stock options to purchase 925,000 shares of common stock at an exercise price of $0.841 per share, expiring on October 7, 2035. These options vest in 36 equal monthly installments over three years beginning on December 21, 2025, contingent on continued service.
The filing also details a one-time option repricing effective November 21, 2025, that reduced the exercise price of several existing stock option grants to $1.50 per share, while keeping their original vesting and expiration terms. If any repriced option is exercised before November 21, 2026, the original, higher exercise price must be paid.