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.
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 (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.
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 an equity compensation update for its chief medical officer. Under the new 2025 Stock Incentive Plan, approved by stockholders on November 21, 2025, the officer received a stock option for 625,000 shares at an exercise price of $0.841 per share. These options vest in 36 equal monthly installments starting December 21, 2025, so the grant is earned gradually over three years.
The filing also records a one-time option repricing effective November 21, 2025. Several existing stock options with higher exercise prices, including grants for 44,210 and 106,000 shares, were modified so that the exercise price is reduced to $1.50 per share. If any repriced option is exercised before November 21, 2026, the original, higher exercise price still applies, while all other vesting and expiration terms remain unchanged.
Xilio Therapeutics (XLO) reported equity compensation changes for its President and CEO, who is also a director, in a Form 4. The filing shows a new stock option grant covering 2,075,000 shares of common stock at an exercise price of $0.841 per share under the 2025 Stock Incentive Plan, which was approved by stockholders on November 21, 2025. 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, reducing the exercise price of several existing stock options to $1.50 per share. If any repriced option is exercised before November 21, 2026, the original higher exercise price must be paid, and all other vesting and expiration terms for those options remain unchanged.
Xilio Therapeutics reported that stockholders approved two key compensation proposals at a special meeting. They approved a one-time repricing of certain outstanding employee stock options and the new 2025 Stock Incentive Plan, which had been previously adopted by the board subject to stockholder approval.
The repricing lowers the exercise price of affected options to $1.50 per share. For example, options for 2,198,212 shares held by the President and CEO previously had a weighted-average exercise price of $5.76, 848,172 shares held by the CFO had a price of $4.67, and 225,210 shares held by the Chief Medical Officer had a price of $4.10. If these repriced options are exercised within 12 months of November 21, 2025, the original higher exercise price must be paid, except in cases of death, disability, or a change in control.
The repricing proposal received 31,600,793 votes for and 1,690,846 against. The 2025 Plan was also approved, with 30,542,811 votes for and 2,876,155 against.
Xilio Therapeutics (XLO) reported Q3 2025 results highlighted by a sharp rise in collaboration and license revenue to $19.1 million from $2.3 million a year ago, driven by revenue recognition from its AbbVie and Gilead agreements. The quarter included a $7.0 million cumulative catch-up tied to a $17.5 million Gilead development milestone achieved in Q3.
The company posted a net loss of $16.3 million, as a $15.4 million non-cash loss from remeasuring warrant liabilities offset improved operating performance. Year-to-date revenue reached $30.1 million, with operating expenses of $60.2 million. Cash and cash equivalents were $103.8 million at September 30, 2025, up from $55.3 million at year-end, aided by a June follow-on offering with initial gross proceeds of $50.0 million and an AbbVie equity purchase.
Deferred revenue totaled $69.3 million (AbbVie $35.3 million; Gilead $34.1 million) to be recognized as services progress. The company states that recurring losses and funding needs raise substantial doubt about its ability to continue as a going concern. If exercised in cash, Series B and C warrants from the June offering could deliver up to $100.0 million in additional gross proceeds by 2026.
Xilio Therapeutics (XLO) filed an 8-K stating it announced financial results for the quarter ended September 30, 2025, along with other business highlights. The full details are in a press release furnished as Exhibit 99.1 and incorporated by reference.
The company specifies the information is furnished, not filed, and therefore not subject to liability under Section 18 of the Exchange Act, except as expressly incorporated by reference.