Xilio Therapeutics, Inc. 8-K

What Happened
Xilio Therapeutics, Inc. (XLO) filed an 8-K reporting that on February 11, 2026 it entered into an underwriting agreement with Leerink Partners LLC to sell pre-funded warrants. The Offering is for up to 74,780,300 pre-funded warrants priced at $0.5349 each, with each warrant immediately exercisable for one share of common stock at $0.0001 per share. The company estimates net proceeds of about $37.1 million after underwriting discounts, commissions and offering expenses. The offering is being made under the company’s Form S-3 registration statement (declared effective May 8, 2025), and closing is expected on or about February 13, 2026, subject to customary closing conditions.

Key Details

• Underwriting agreement dated February 11, 2026 with Leerink Partners LLC as representative of the underwriter.
• Offering size: up to 74,780,300 pre-funded warrants at $0.5349 per warrant; each warrant converts to one common share at $0.0001.
• Estimated net proceeds to Xilio: approximately $37.1 million.
• Exercise limitation: holders are prevented from exercising to own more than 4.99% of outstanding common stock (can elect up to 19.99% with notice; increases take effect 61 days after notice).
• Legal counsel and opinion: Wilmer Cutler Pickering Hale and Dorr LLP (opinion filed as Exhibit 5.1).

Why It Matters
This transaction provides Xilio with immediate capital (about $37.1M net) to support operations or R&D without issuing common stock upfront. However, because each pre-funded warrant is exercisable for one share, full exercise would create material potential dilution (up to 74.8 million new shares). The ownership caps (4.99% default, up to 19.99% by election) limit single-party concentration but do not eliminate dilution across existing shareholders. Investors should weigh the company’s increased liquidity against the dilutive effect if and when the warrants are exercised.