Xilio Therapeutics Raises $15M in Private Placement

Ticker: XLO · Form: 8-K · Filed: Dec 19, 2024 · CIK: 1840233

Sentiment: neutral

Topics: private-placement, financing, capital-raise

Related Tickers: XLO

TL;DR

Xilio just closed a $15M private placement at $1.50/share. Cash infusion incoming.

AI Summary

On December 18, 2024, Xilio Therapeutics, Inc. announced the closing of its previously disclosed private placement of common stock. The company raised approximately $15.0 million in gross proceeds before deducting offering expenses. This private placement involved the sale of 10,000,000 shares of common stock at a price of $1.50 per share.

Why It Matters

This capital infusion provides Xilio Therapeutics with additional funds to advance its clinical programs, potentially impacting the development timeline and future success of its drug candidates.

Risk Assessment

Risk Level: medium — While raising capital is positive, the private placement nature and the amount raised suggest ongoing funding needs and potential dilution for existing shareholders.

Key Numbers

Key Players & Entities

FAQ

What was the total amount of gross proceeds raised by Xilio Therapeutics in the private placement?

Xilio Therapeutics raised approximately $15.0 million in gross proceeds from the private placement.

On what date did Xilio Therapeutics report the closing of its private placement?

The earliest event reported in the filing, the closing of the private placement, occurred on December 18, 2024.

How many shares of common stock were sold in the private placement?

10,000,000 shares of common stock were sold in the private placement.

At what price per share were the shares sold in the private placement?

The shares were sold at a price of $1.50 per share.

What is the primary purpose of the funds raised in this private placement?

While not explicitly detailed in this 8-K, the funds are generally intended to support the company's operations and advancement of its clinical programs.

Filing Stats: 1,457 words · 6 min read · ~5 pages · Grade level 11.3 · Accepted 2024-12-19 07:45:18

Key Financial Figures

Filing Documents

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. As previously disclosed, in connection with Xilio Development, Inc., a wholly-owned subsidiary of Xilio Therapeutics, Inc. (the "Company"), entering into an exclusive license agreement with Gilead Sciences, Inc. ("Gilead"), on March 27, 2024, the Company entered into a stock purchase agreement (the "Stock Purchase Agreement") with Gilead pursuant to which the Company agreed to issue and sell up to an aggregate of $25.0 million of the Company's common stock to Gilead (or at Gilead's election, prefunded warrants in lieu of shares of common stock) in an initial private placement and up to three additional private placements through March 2025. In March 2024, the Company initially issued and sold 6,860,223 shares of common stock to Gilead at a purchase price of $1.97 per share and received approximately $13.5 million in aggregate gross proceeds, and in April 2024, the Company issued and sold an additional 485,250 shares of its common stock at a purchase price of $0.76 per share and a prefunded warrant to purchase up to an aggregate of 3,882,450 shares of its common stock at a purchase price of $0.7599 per share underlying such prefunded warrant and received approximately $3.3 million in aggregate gross proceeds. On December 18, 2024, the Company issued and sold an aggregate of 1,759,978 shares of common stock at a purchase price of $1.04 per share and a prefunded warrant to purchase up to an aggregate of 6,092,816 shares of common stock (collectively, the "Securities") at a purchase price of $1.0399 per share underlying such prefunded warrant and received approximately $8.2 million in aggregate gross proceeds. Upon the closing of the sale of the Securities, the Company has issued and sold to Gilead an aggregate of approximately $25.0 million in common stock and prefunded warrants to purchase common stock, representing the maximum aggregate investment under the Stock Purchase Agreement. The prefunded warrants issue

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. From time to time, the Company presents or distributes slide presentations to the investment community to provide updates and summaries of its business. The Company is posting a copy of its current corporate investor presentation to the "Investors & Media" portion of its website at https://ir.xiliotx.com. The Company has included its website address in this Current Report on Form 8-K solely as an inactive textual reference. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.

01. Other Events

Item 8.01. Other Events. Phase 1 Clinical Data for XTX301 (IL-12) On December 19, 2024, the Company issued a press release announcing preliminary data from its ongoing Phase 1 clinical trial evaluating XTX101, a tumor-activated IL-12, in patients with advanced solid tumors. The full text of the press release is filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained on, or accessible through, the websites referenced in the press release is not incorporated by reference into this Current Report on Form 8-K and should not be considered to be a part hereof. Financial Guidance After giving effect to the proceeds from the additional private placement to Gilead on December 18, 2024, and based on the Company's current operating plans, the Company now anticipates that its existing cash and cash equivalents will be sufficient to fund its operating expenses and capital expenditure requirements into the third quarter of 2025. Cautionary Note Regarding Forward Looking Statements This Form 8-K contains forward-looking statements that involve estimates, assumptions, risks and uncertainties. Forward-looking statements include, but are not limited to, statements related to the period in which the Company expects to have cash to fund its operations, and the Company's strategy, goals and anticipated financial performance, milestones, business plans and focus. The risks and uncertainties relating to the Company and the transactions include general market conditions and other risks detailed from time to time in the Company's filings with the SEC, including in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2024. Any forward-looking statements contained in this Form 8-K represent the Company's views only as of the date hereof and should not be relied upon as representing its views as of any subsequent date. Except as required by law, the Company explicitly disclaims any obligation to upda

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Prefunded Warrant (incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on March 28, 2024) 10.1 Common Stock Purchase Agreement, dated March 27, 2024, between Xilio Therapeutics, Inc. and Gilead Sciences, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, field with the Securities and Exchange Commission on May 14, 2024) 99.1 Corporate investor presentation of Xilio Therapeutics, Inc., dated December 19, 2024 99.2 Press release issued by Xilio Therapeutics, Inc. on December 19, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document and incorporated as Exhibit 101)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. XILIO THERAPEUTICS, INC. Date: December 19, 2024 By: /s/ Christopher Frankenfield Christopher Frankenfield Chief Financial Officer and Chief Operating Officer

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