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StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross report beneficial ownership of Xilio Therapeutics, Inc. common stock. The group may be deemed to beneficially own 628,866 shares of common stock through a combination of equity securities.
The position consists of 343,154 shares issuable upon exercise of pre-funded warrants, 142,856 shares underlying Series A Warrants, and 142,856 shares underlying Series C Warrants. These instruments are subject to a 9.99% Beneficial Ownership Limitation, which restricts exercise above that threshold.
Based on Xilio having 5,982,839 shares outstanding as of May 8, 2026, and including the warrant shares as required under Rule 13d-3(d)(1)(i), the reporting group may be deemed to hold 9.5% of the class. Voting and dispositive powers over all 628,866 warrant-based shares are reported as shared among the reporting persons.
Key Figures
Beneficially owned shares:628,866 sharesOwnership percentage:9.5%Shares outstanding:5,982,839 shares+4 more
7 metrics
Beneficially owned shares628,866 sharesTotal common stock deemed beneficially owned through warrants
Ownership percentage9.5%Percent of Xilio common stock beneficially owned by Reporting Persons
Shares outstanding5,982,839 sharesCommon stock outstanding as of May 8, 2026
Pre-Funded Warrant shares343,154 sharesCommon shares issuable upon exercise of Pre-Funded Warrants
Series A Warrant shares142,856 sharesCommon shares underlying Series A Warrants
Series C Warrant shares142,856 sharesCommon shares underlying Series C Warrants
Beneficial Ownership Limitation9.99%Cap on exercisability of Pre-Funded, Series A and Series C Warrants
Key Terms
Beneficial Ownership Limitation, pre-funded warrant, Series A Warrants, Series C Warrants, +1 more
5 terms
Beneficial Ownership Limitationregulatory
"The Pre-Funded Warrants, Series A Warrants, and Series C Warrants are subject to a beneficial ownership limitation of 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
pre-funded warrantfinancial
"343,154 shares of Common Stock through the exercise of a pre-funded warrant (the "Pre-Funded Warrants")"
A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.
Series A Warrantsfinancial
"142,856 shares of Common Stock underlying Series A Warrants"
Series A warrants are financial tools that give the holder the right to buy shares of a company at a specific price within a certain period. They are often issued alongside investments to provide additional potential profit if the company's value increases. For investors, they can offer a chance to benefit from future growth without committing immediate capital to buying shares.
Series C Warrantsfinancial
"142,856 shares of Common Stock underlying Series C Warrants"
Series C warrants are tradable certificates issued alongside a later-stage financing round that give the holder the right to buy company shares at a fixed price within a set time window. They matter to investors because they can provide low-cost upside if the company’s share price rises, but they can also dilute existing shareholders when converted, similar to a coupon that lets someone buy concert tickets later at today’s price — good for the coupon holder, changing the crowd size and ticket value for everyone else.
Rule 13d-3(d)(1)(i)regulatory
"added to the shares outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What percentage of XLO common stock do the StemPoint Reporting Persons beneficially own?
The StemPoint Reporting Persons may be deemed to beneficially own 9.5% of Xilio Therapeutics (XLO) common stock. This percentage is calculated including 628,866 warrant-linked shares over a base of 5,982,839 shares outstanding as of May 8, 2026.
How many XLO shares are beneficially owned by the StemPoint group?
The reporting group may be deemed to beneficially own 628,866 shares of Xilio Therapeutics (XLO) common stock. This total comes from pre-funded warrants and Series A and Series C Warrants, all subject to a 9.99% Beneficial Ownership Limitation.
What instruments make up the StemPoint position in Xilio Therapeutics (XLO)?
The position consists of 343,154 shares via pre-funded warrants, plus 142,856 Series A and 142,856 Series C warrant shares. All of these instruments relate to Xilio Therapeutics (XLO) common stock and are subject to a 9.99% Beneficial Ownership Limitation.
How was the 9.5% ownership in Xilio Therapeutics (XLO) calculated?
The 9.5% figure uses 5,982,839 shares of Xilio Therapeutics (XLO) common stock outstanding as of May 8, 2026, plus 628,866 warrant-linked shares under Rule 13d-3(d)(1)(i), reflecting shares issuable upon warrant exercise within the Beneficial Ownership Limitation.
Do the StemPoint Reporting Persons have shared voting power over their XLO position?
Yes. The Reporting Persons disclose shared voting and shared dispositive power over 628,866 warrant-based shares of Xilio Therapeutics (XLO) common stock. They report no sole voting or dispositive power for any of the covered securities.
Who are the Reporting Persons in this Schedule 13G/A for Xilio Therapeutics (XLO)?
The Reporting Persons are StemPoint Capital LP, StemPoint Capital Management GP LLC, and Michelle Ross. They jointly report beneficial ownership of 628,866 warrant-linked shares of Xilio Therapeutics (XLO) common stock, representing 9.5% of the class.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Xilio Therapeutics, Inc.
(Name of Issuer)
Common stock, par value $0.0001 per share
(Title of Class of Securities)
98422T209
(CUSIP Number)
06/30/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
98422T209
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
628,866.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
628,866.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
628,866.00
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)
9.5 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
98422T209
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
628,866.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
628,866.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
628,866.00
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)
9.5 %
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 Number(s):
98422T209
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
628,866.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
628,866.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
628,866.00
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)
9.5 %
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.:
98422T209
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 628,866 shares of Common Stock, par value $0.0001 per share (the "Common Stock"), consisting of (i) 343,154 shares of Common Stock through the exercise of a pre-funded warrant (the "Pre-Funded Warrants"), (ii) 142,856 shares of Common Stock underlying Series A Warrants, and (iii) 142,856 shares of Common Stock underlying Series C Warrants. The Pre-Funded Warrants, Series A Warrants, and Series C Warrants are subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation").
(b)
Percent of class:
Each Reporting Person may be deemed to beneficially own 9.5% shares of Common Stock, which is calculated based on (i) 5,982,839 shares of Common Stock reported as issued and outstanding as of May 8, 2026 in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, plus 343,154 shares of Common Stock which may be acquired upon the exercise of the Pre-Funded Warrants, 142,856 shares of Common Stock which may be acquired upon the exercise of Series A Warrants, and 142,856 shares of Common Stock which may be acquired upon the exercise of Series C Warrants, which are subject to the 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:
628,866. Comment: Shared voting power includes 628,866 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:
628,866. Comment: Shared dispositive power includes 628,866 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.
