Xilio Therapeutics Enters into Additional Private Placement with Gilead; Issues Securities at $25 Million Aggregate Investment

Waltham, Massachusetts – Xilio Therapeutics, Inc. (NASDAQ: XLO) announced on December 18, 2024, the completion of an additional private placement with Gilead Sciences, Inc., marking the issue and sale of an aggregate of approximately $8.2 million in common stock and prefunded warrants. This private placement followed an exclusive license agreement between Xilio Development, a subsidiary of Xilio Therapeutics, and Gilead in March 2024.

The initial private placements involved significant transactions with Gilead, including the issuance and sale of common stock at various pricing points, totaling $25.0 million in common stock and prefunded warrants. On December 18, 2024, Xilio sold 1,759,978 shares of common stock at $1.04 per share and prefunded warrants for up to 6,092,816 shares at a purchase price of $1.0399 per share. This latest sale brought the total investment to the agreed-upon maximum under the Stock Purchase Agreement.

The prefunded warrants issued both in April and December 2024 hold an exercise price of $0.0001 per share, subject to Gilead’s ownership not exceeding 19.9% of Xilio’s common stock upon exercise.

Due to these transactions, the Securities issued have not been registered under the Securities Act of 1933, relying on exemptions under Section 4(a)(2) for transactions not involving public offerings. Detailed descriptions of the Stock Purchase Agreement and Prefunded Warrant are available in the attached exhibit filings.

Moreover, in a separate disclosure in the same filing, Xilio highlighted that, with the proceeds from this additional private placement with Gilead, the company expects its cash and cash equivalents to be adequate to sustain operating expenses and capital expenditure requirements into the third quarter of 2025.

This press release does not constitute an offer to sell or the solicitation of an offer to buy securities, and no sales can be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

The full details and comprehensive information regarding this transaction can be found in the filed documents. Investors are encouraged to review the complete texts for a thorough understanding of the terms and implications of this transaction.

This article was generated by an automated content engine and was reviewed by a human editor prior to publication. For additional information, read Xilio Therapeutics’s 8K filing here.

About Xilio Therapeutics

Xilio Therapeutics, Inc, a clinical-stage biotechnology company, engages in the discovery and development of tumor-activated immuno-oncology therapies. The company’s checkpoint inhibitor program includes XTX101, an investigational Fc-enhanced, tumor-activated anti-CTLA-4 mAb that is in Phase 2 clinical trial for patients with advanced solid tumors.