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.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Xilio Therapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
98422T100
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
98422T100
1
Names of Reporting Persons
StemPoint Capital LP
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,030,028.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,030,028.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,030,028.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
98422T100
1
Names of Reporting Persons
StemPoint Capital Management GP LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,030,028.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,030,028.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,030,028.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: StemPoint Capital Management GP LLC is a limited liability company.
SCHEDULE 13G
CUSIP No.
98422T100
1
Names of Reporting Persons
Michelle Ross
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
6,030,028.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
6,030,028.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,030,028.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.4 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Xilio Therapeutics, Inc.
(b)
Address of issuer's principal executive offices:
828 Winter Street, Suite 300 Waltham, MA, 02451
Item 2.
(a)
Name of person filing:
This filing is being jointly filed by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross (collectively, the "Reporting Persons" and each a "Reporting Person").
(b)
Address or principal business office or, if none, residence:
The business addresses of each Reporting Person is:
520 Madison Avenue, 19th Floor
New York, NY 10022
(c)
Citizenship:
StemPoint Capital LP is a limited partnership organized under the laws of the State of Delaware.
StemPoint Capital Management GP LLC is a limited liability company organized under the laws of the State of Delaware.
Michelle Ross is a citizen of the United States of America.
(d)
Title of class of securities:
Common stock, par value $0.0001 per share
(e)
CUSIP No.:
98422T100
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Items 5-9 of each cover page are incorporated by reference. Each Reporting Person may be deemed to be the beneficial owner of 6,030,028 Shares of the issuer's Common Stock which amount consists of 2,030,028 Shares of Common Stock, as well as and the exercise of pre-funded Warrants for 2,000,000 Shares of Common Stock and Class A Warrants for 2,000,000 shares of Common Stock.
The amount beneficially owned is reported as of January 2, 2026.
(b)
Percent of class:
Each Reporting Person may be deemed to beneficially own 8.4% of the issuer's outstanding Common Stock, which is calculated based on 67,540,930 shares outstanding of Common Stock as of January 2, 2026, as reported in the Issuer's report on Form 8-K filed with the SEC on January 5, 2026, and the total number of Shares of Common Stock that the Reporting Persons have the right to acquire upon the exercise of Warrants, subject to a 9.9% beneficial ownership limitation, which amount has been added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
6,030,028. Comment: Shared voting power includes 4,000,000 Warrants beneficially owned by the Reporting Persons.
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
6,030,028. Comment: Shared dispositive power includes 4,000,000 Warrants beneficially owned by the Reporting Persons.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
What stake in Xilio Therapeutics (XLO) does StemPoint Capital report?
StemPoint Capital and related reporting persons report beneficial ownership of 6,030,028 Xilio shares, equal to 8.4% of the outstanding common stock. This total includes existing shares plus shares they can acquire through pre-funded and Class A warrants.
How is the 8.4% ownership in Xilio (XLO) calculated?
The 8.4% figure is based on 67,540,930 Xilio common shares outstanding as of January 2, 2026. To this, the filing adds the number of shares underlying the reporting persons’ warrants, subject to a 9.9% beneficial ownership limitation under Rule 13d-3(d)(1)(i).
What types of Xilio (XLO) securities does StemPoint Capital hold?
The reported position includes 2,030,028 Xilio common shares plus pre-funded warrants for 2,000,000 shares and Class A warrants for another 2,000,000 shares. All of these securities together form the 6,030,028 shares of beneficial ownership disclosed.
Is StemPoint Capital’s Xilio (XLO) stake considered passive or activist?
The reporting persons certify the Xilio securities were acquired and are held in the ordinary course of business. They state they are not held to change or influence control of the issuer, other than possible activities tied to a nomination under Rule 14a-11.
Who are the reporting persons in the Xilio (XLO) Schedule 13G/A?
The filing is made jointly by StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross. StemPoint entities are organized in Delaware, while Michelle Ross is a U.S. citizen, and all list a business address on Madison Avenue in New York.
What voting and dispositive power do the Xilio (XLO) reporting persons have?
The reporting persons report shared voting and shared dispositive power over 6,030,028 Xilio shares. This shared power includes 4,000,000 shares underlying warrants, reflecting their ability to vote and dispose of both current shares and warrant-related shares together.
