Frazier Discloses 13.34M Xilio Warrants; FLSPF at ~9.9% Cap
Filing Impact
Filing Sentiment
Form Type
SCHEDULE 13G/A
Frazier-affiliated investment vehicles reported ownership of pre-funded warrants exercisable into Xilio Therapeutics (XLO) common stock. Several Frazier funds each directly hold warrants to acquire specific share amounts: Frazier Life Sciences Public Fund (reported cover-page amount 8,141,017 shares), Frazier Life Sciences Public Overage Fund (2,401,633), Frazier Life Sciences X (336,042), Frazier Life Sciences XI (894,779) and Frazier Life Sciences XII (1,561,529). Collectively these positions amount to 13,335,000 shares issuable upon exercise of the reported warrants (sum of the reported quantities). The filing explains that the percentages are calculated using 51,782,273 shares outstanding (as reported by the issuer), and notes that FLSPF’s exercisability is subject to a 9.99% beneficial ownership limitation (the cover pages show FLSPF at 9.9% due to rounding). The statement also corrects prior attributions and clarifies which committee members are not attributed beneficial ownership; certain individuals (e.g., James Topper and Patrick Heron) are reported as sharing voting and dispositive power over 336,042 shares held through FLS X.
Positive
- Detailed disclosure of warrant positions with exact share counts for each Frazier vehicle, allowing transparent assessment of potential dilution.
- Correction of prior attributions clarifies that certain committee members are not being attributed beneficial ownership, reducing ambiguity about individual control.
Negative
- FLSPF’s exercisability is limited by a 9.99% beneficial ownership cap, which constrains conversion of warrants into voting stock for that fund.
- Potential group determination risk could limit exercisability across funds if regulators or counterparties treat the funds as acting together; the filing notes this contingency.
Insights
TL;DR: Frazier funds hold pre-funded warrants for 13.335M Xilio shares; FLSPF reports ~9.9% exercisability capped at 9.99%, and prior attributions are corrected.
The filing discloses material potential dilution via pre-funded warrants that would convert into up to 13,335,000 common shares if exercised by the separate Frazier entities listed. FLSPF's reported position is presented as ~9.9% of the class (rounded) and is subject to a contractual or structural 9.99% cap on exercisability, limiting immediate conversion above that threshold. The filing emphasizes that multiple Frazier vehicles are independently managed and that this submission corrects previous attributions of ownership to individual committee members, reducing ambiguity about who holds voting or dispositive power today. For investors, the key facts are the specific warrant quantities and the ownership cap that constrains conversion economics.
TL;DR: Filing clarifies governance and attribution: committee-managed GP structures are not attributing ownership to individual members and prior overstatements are corrected.
The document focuses on allocation of voting and dispositive authority across the Frazier entities and explains governance mechanisms: several general partners are managed by investment committees whose members are not attributed beneficial ownership of the warrants held by the funds. The filing expressly corrects past over-attribution to committee members and notes shared voting/dispositive power figures where applicable (for example, Topper and Heron each share power over 336,042 shares through FLS X). This clarification reduces uncertainty about which individuals may exercise influence, though it leaves open the regulatory question of whether separate funds could be deemed a "group" for exercise limits.
|
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) |
06/30/2025 (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
Frazier Life Sciences Public Fund, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,017.00 | ||||||||
| 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)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
Due to field limitations of the EDGAR filing system, the percentage listed in row 11 has been rounded down from 9.99% to 9.9%. Such percentage is calculated based the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLSP, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,017.00 | ||||||||
| 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)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
Due to field limitations of the EDGAR filing system, the percentage listed in row 11 has been rounded down from 9.99% to 9.9%. Such percentage is calculated based the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLSP, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
8,141,017.00 | ||||||||
| 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)
9.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
Due to field limitations of the EDGAR filing system, the percentage listed in row 11 has been rounded down from 9.99% to 9.9%. Such percentage is calculated based the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Frazier Life Sciences Public Overage Fund, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,401,633.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLSP Overage, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,401,633.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLSP Overage, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,401,633.00 | ||||||||
| 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)
4.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Frazier Life Sciences X, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
336,042.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
Such percentage is calculated based the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLS X, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
336,042.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLS X, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
336,042.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Frazier Life Sciences XI, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
894,779.00 | ||||||||
| 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)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLS XI, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
894,779.00 | ||||||||
| 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)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLS XI, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
894,779.00 | ||||||||
| 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)
1.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Frazier Life Sciences XII, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,529.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLS XII, L.P. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,529.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
FHMLS XII, L.L.C. | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,561,529.00 | ||||||||
| 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)
2.9 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
James N. Topper | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
336,042.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Patrick J. Heron | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
336,042.00 | ||||||||
| 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)
0.6 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: The reported securities represent shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock. See item 4(a).
The percentage listed in row 11 is calculated based on the sum of (i) 51,782,273 shares of the Issuer's Common Stock outstanding as of May 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the SEC on May 8, 2025, and (ii) the shares of Common Stock issuable upon exercise of pre-funded warrants to acquire an equal number of shares of Common Stock.
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Albert Cha | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
James Brush | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
|
| CUSIP No. | 98422T100 |
| 1 | Names of Reporting Persons
Daniel Estes | ||||||||
| 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: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
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:
The entities and persons filing this statement (collectively, the "Reporting Persons") are:
Frazier Life Sciences Public Fund, L.P. ("FLSPF")
FHMLSP, L.P. FHMLSP, L.L.C.
Frazier Life Sciences Public Overage Fund, L.P. ("FLSPOF")
FHMLSP Overage, L.P.
FHMLSP Overage, L.L.C.
Frazier Life Sciences X, L.P. ("FLS X")
FHMLS X, L.P.
FHMLS X, L.L.C.
Frazier Life Sciences XI, L.P. ("FLS XI")
FHMLS XI, L.P.
FHMLS XI, L.L.C.
Frazier Life Sciences XII, L.P. ("FLS XII")
FHMLS XII, L.P.
FHMLS XII, L.L.C.
James N. Topper ("Topper")
Patrick J. Heron ("Heron")
Albert Cha ("Cha")
James Brush ("Brush")
Daniel Estes ("Estes") | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal place of business for each of the Reporting Persons is:
c/o Frazier Life Sciences Management, L.P.
1001 Page Mill Rd, Building 4, Suite B
Palo Alto, CA 94304
| |
| (c) | Citizenship:
The information contained in row 4 of each Reporting Person's cover page to this Schedule 13G is incorporated by reference. | |
| (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:
The information contained in row 9 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
FLSPF directly holds pre-funded warrants (the "Warrants") to acquire up to 8,141,117 shares of Common Stock. FHMLSP, L.P. is the general partner of FLSPF and the general partner of FHMLSP, L.P. is FHMLSP, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPF, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
FLSPOF directly holds Warrants to acquire up to 2,401,633 shares of Common Stock. FHMLSP Overage, L.P. is the general partner of FLSPOF and the general partner of FHMLSP Overage, L.P. is FHMLSP Overage, L.L.C., which is managed by an investment committee of four that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLSPOF, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
FLS X directly holds Warrants to acquire up to 336,042 shares of Common Stock. FHMLS X, L.P. is the general partner of FLS X and FHMLS X, L.L.C. is the general partner of FHMLS X, L.P. Heron and Topper are the members of FHMLS X, L.L.C. and therefore share voting and investment power over the shares of Common Stock held by FLS X.
FLS XI directly holds Warrants to acquire up to 894,779 shares of Common Stock. FHMLS XI, L.P. is the general partner of FLS XI and the general partner of FHMLS XI, L.P. is FHMLS XI, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS XI, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
FLS XII directly holds Warrants to acquire up to 1,561,529 shares of Common Stock. FHMLS XII, L.P. is the general partner of FLS XII and the general partner of FHMLS XII, L.P. is FHMLS XII, L.L.C., which is managed by an investment committee of three that acts by majority vote. Accordingly, no members of such committee are attributed beneficial ownership of the securities directly held by FLS IX, and this Schedule 13G corrects any previous attribution to, and overstatement of beneficial ownership by, such members as reflected in any prior filings.
The exercise of the Warrants reported in this Schedule 13G is subject to certain beneficial ownership limitations which cap, at 9.99%, the exercisability of Warrants directly held by FLSPF but do not implicate the exercisability of Warrants held by FLSPOF, FLS X, FLS XI or FLS XII because the direct Warrant holders are independently managed and not acting together, provided that, if they were determined to be acting together as a "group," all of the Warrant holders would be limited in their ability to exercise Warrants, to the extent that, upon giving effect to such exercise, the aggregate number of shares of Common Stock beneficially owned by the holder of such Warrant (together with its affiliates or any other persons acting as a group together with such holder) would exceed 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise.
Except as specifically stated herein, the filing of this Schedule 13G shall not be construed as an admission that any Reporting Person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this Schedule 13G or a member of a "group" with any other person. | |
| (b) | Percent of class:
The information contained in row 11 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
The information contained in row 5 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | ||
| (ii) Shared power to vote or to direct the vote:
The information contained in row 6 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | ||
| (iii) Sole power to dispose or to direct the disposition of:
The information contained in row 7 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference. | ||
| (iv) Shared power to dispose or to direct the disposition of:
The information contained in row 8 of each Reporting Person's cover page to this Schedule 13G (including the footnotes thereto) is incorporated by reference.
| ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| 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 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.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exhibit Information
|
Exhibit 99.1 Joint Filing Agreement, dated as of June 12, 2025, incorporated by reference into this Statement. |
FAQ
What stake do Frazier funds report in Xilio (XLO)?
The filing lists specific pre-funded warrant positions: 8,141,017 (FLSPF), 2,401,633 (FLSPOF), 336,042 (FLS X), 894,779 (FLS XI), and 1,561,529 (FLS XII); these sum to 13,335,000 shares issuable upon exercise.
Do these filings represent shares or warrants for XLO?
They represent pre-funded warrants that are exercisable into an equal number of shares of Xilio common stock, not presently issued common shares.
What percentage of Xilio does FLSPF represent?
FLSPF is reported as 9.9% of the class on the cover page (rounded down from 9.99% per the filing) using 51,782,273 shares outstanding as the base.
Are there limits on exercising the warrants?
Yes. The filing states FLSPF’s exercisability is subject to a 9.99% beneficial ownership limitation; other direct warrant holders are described as independently managed and not similarly limited unless determined to be acting as a group.
Who is reported as having voting or dispositive power over any XLO positions?
Certain individuals are identified: James N. Topper and Patrick J. Heron are reported to share voting and dispositive power over 336,042 shares held through FLS X; other committee members are explicitly not attributed ownership where committees act by majority vote.