Xilio Therapeutics Files 8-K: Material Agreement & Equity Sales

TL;DR

Xilio filed an 8-K for a material agreement and equity sales on Feb 10, 2025.

AI Summary

On February 10, 2025, Xilio Therapeutics, Inc. entered into a Material Definitive Agreement. The company also reported on unregistered sales of equity securities and provided a Regulation FD disclosure. Additional details regarding financial statements and exhibits were filed.

Why It Matters

This filing indicates significant corporate activity, including a material agreement and equity transactions, which could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Xilio Therapeutics, Inc. (company) — Registrant
• February 10, 2025 (date) — Date of earliest event reported
• 001-40925 (other) — SEC File Number
• 85-1623397 (other) — IRS Employer Identification No.
• 828 Winter Street, Suite 300 Waltham, Massachusetts 02451 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common stock, par value $0.0001 per share XLO Nasdaq Global Select
• $52.0 million — the Agreement, the Company will receive $52.0 million in upfront payments, consisting of a ca
• $42.0 million — yments, consisting of a cash payment of $42.0 million and an equity investment of $10.0 milli
• $10.0 million — 2.0 million and an equity investment of $10.0 million in the Company's common stock, $0.0001
• $2.30 — "Common Stock"), at a purchase price of $2.30 per share. In addition, the Company wil
• $2.1 billion — eligible to receive up to approximately $2.1 billion in additional contingent payments, cons
• $305.0 million — ngent payments, consisting of (i) up to $305.0 million in aggregate program nomination fees, p
• $1.8 billion — for the Option Programs and (ii) up to $1.8 billion in aggregate development, regulatory an

Filing Documents

• xlo-20250210x8k.htm (8-K) — 66KB
• xlo-20250210xex99d1.htm (EX-99.1) — 23KB
• xlo-20250210xex99d2.htm (EX-99.2) — 26KB
• 0001558370-25-000823.txt ( ) — 257KB
• xlo-20250210.xsd (EX-101.SCH) — 3KB
• xlo-20250210_lab.xml (EX-101.LAB) — 16KB
• xlo-20250210_pre.xml (EX-101.PRE) — 10KB
• xlo-20250210x8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Collaboration, License and Option Agreement On February 10, 2025, Xilio Development, Inc. ("Xilio Development"), a wholly-owned subsidiary of Xilio Therapeutics, Inc. (the "Company"), entered into a collaboration, license and option agreement (the "Agreement") with AbbVie Group Holdings Limited ("AbbVie") for up to four programs leveraging the Company's proprietary tumor-activation technology and platform, consisting of (i) an exclusive option for (a) an initial program to discover, develop and commercialize masked T cell engager molecules for an agreed upon initial target and backup target (the "Initial Option Program"), and (b) subject to the terms of the Agreement, up to two additional programs to discover, develop, and commercialize masked T cell engager molecules for an initial target and backup target determined at the time of program initiation (each, an "Additional Option Program" and together with the Initial Option Program, the "Option Programs") and (ii) an exclusive license for a program to develop and commercialize a masked antibody-based immunotherapy (the "Collaboration Program"). Initial Option Program and Additional Option Programs. Under the Agreement, Xilio Development granted AbbVie an option to obtain an exclusive global license to exploit products discovered and developed under the Initial Option Program. During the three-year period following the effective date of the Agreement, AbbVie has the right to initiate up to two Additional Option Programs by (a) selecting an initial target and backup target for each such Additional Option Program (excluding the target known as prostate-specific membrane antigen ("PSMA") and any other target for which Xilio Development has completed specified activities prior to lead selection) and (b) paying Xilio Development an additional program nomination fee for each Additional Option Program. In addition, on an Option Program-by-Option Program basis, pr

02. Unregistered Sales of Equity Securities

Item 3.02. Unregistered Sales of Equity Securities. Sale of Shares to AbbVie The description of the issuance and sale of the shares of Common Stock pursuant to the Stock Purchase Agreement set forth under Item 1.01 above under the caption "Stock Purchase Agreement with AbbVie" is incorporated by reference into this Item 3.02. The issuance and sale has not been registered under the Securities Act of 1933, as amended (the "Securities Act") or any state securities laws. Based in part upon the representations of AbbVie in the Stock Purchase Agreement, the Company has relied on the exemption from the registration requirements of the Securities Act under Section 4(a)(2) thereof for a transaction by an issuer not involving any public offering. Neither this Current Report on Form 8-K nor any exhibit attached hereto is an offer to sell or a solicitation of an offer to purchase the Securities or other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On February 12, 2025, the Company issued a press release regarding the transactions contemplated by the Agreement and the Stock Purchase Agreement. In addition, on February 12, 2025, the Company issued a press release announcing new internal masked T cell engager programs and related development timelines. Copies of the press releases are furnished as Exhibits 99.1 and 99.2 to this Current Report on Form 8-K. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the 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. Financial Guidance Based on its current operating plans, the Company anticipates that its cash and cash equivalents, together with the upfront payment under the Agreement and the proceeds from the AbbVie Private Placement, will be sufficient to fund its operating expenses and capital expenditure requirements into the first quarter of 2026. 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 amount of proceeds expected from the Stock Purchase Agreement and AbbVie Private Placement; the transactions contemplated by the Stock Purchase Agreement, including the filing of a registration statement to register the resale of the registrable securities being sold in connection therewith; the receipt of contingent future payments, including any option-related fees, milestone payments or royalty payments; the potential benefits of any of the Company's current or future product candidates; the period in which the Company expects to have, and the sufficiency of, 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 quarterly period ended September 30, 2024. Any forward-looking statements contained in this Current Report on 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 update any forward-looking statements .

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 99.1 Press release issued by Xilio Therapeutics, Inc. on February 12, 2025 99.2 Press release issued by Xilio Therapeutics, Inc. on February 12, 2025 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: February 12, 2025 By: /s/ Christopher Frankenfield Christopher Frankenfield Chief Financial Officer and Chief Operating Officer

View Full Filing

View this 8-K filing on SEC EDGAR