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.
Xilio Therapeutics, Inc. filings document the regulatory record of a clinical-stage biotechnology company developing masked immuno-oncology therapies. Its 8-K reports cover financial results, pipeline and business updates, investor presentations, material agreements, capital-structure matters, and clinical or regulatory disclosures tied to its masked I-O programs.
Proxy statements and related 8-K filings describe stockholder votes, director elections, board and committee changes, auditor ratification, equity incentive plans, and amendments affecting common stock. The filing record also includes disclosures related to reverse stock split matters, security-holder rights, director compensation, and governance arrangements for the company’s Delaware corporate structure.
StemPoint Capital and Michelle Ross reported an 8.4% beneficial stake in Xilio Therapeutics, Inc. common stock. The filing shows they may be deemed to beneficially own 6,030,028 shares as of January 2, 2026, including both stock and warrants.
The position consists of 2,030,028 shares of common stock plus pre-funded warrants for 2,000,000 shares and Class A warrants for another 2,000,000 shares. The 8.4% figure is based on 67,540,930 shares outstanding on January 2, 2026, adjusted to include the shares underlying these warrants, which are subject to a 9.9% beneficial ownership limitation.
The reporting persons state the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Xilio, other than activities solely in connection with a nomination under Rule 14a-11.
Xilio Therapeutics, Inc. received an amended Schedule 13G showing several Frazier Life Sciences funds as significant shareholders of its common stock. Frazier Life Sciences Public Fund, L.P. directly holds 4,676,472 shares, representing 6.7% of the common stock based on the issuer’s reported share count and recent warrant exercises.
Additional Frazier Life Sciences vehicles report smaller positions, including 149,060 shares by Frazier Life Sciences X, L.P. (0.2%), 396,902 shares by Frazier Life Sciences XI, L.P. (0.6%), and 692,657 shares by Frazier Life Sciences XII, L.P. (1.0%). The funds also hold sizeable warrants and prefunded warrants that are subject to a 9.99% beneficial ownership cap. The reporting group certifies the holdings are not for the purpose of changing or influencing control of Xilio.
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.