Xilio Therapeutics, Inc. 8-K

What Happened

Xilio Therapeutics, Inc. (XLO) held a special meeting of stockholders on February 23, 2026 and filed an 8-K on February 24, 2026 reporting that stockholders approved an amendment to the company’s certificate of incorporation to permit a reverse stock split at a ratio between 1-for-2 and 1-for-30. The amendment gives Xilio’s board sole discretion to choose the exact ratio within that range and to implement and time the reverse split without further stockholder approval. The proposal was approved by a vote of 55,438,144 For, 1,521,271 Against, and 33,539 Abstaining (0 broker non-votes).

Also approved at the meeting was a proposal to adjourn the Special Meeting if needed to solicit additional proxies related to the reverse split; that adjournment proposal passed by a vote of 55,461,067 For, 1,491,733 Against, and 40,154 Abstaining (0 broker non-votes).

Key Details

• Special meeting date: February 23, 2026; Form 8-K filed February 24, 2026.
• Approved amendment authorizes a reverse stock split in the range of 1-for-2 to 1-for-30.
• Board has sole discretion to select the exact ratio and timing and may implement without further stockholder approval.
• Vote totals for the reverse-split amendment: For 55,438,144; Against 1,521,271; Abstain 33,539; Broker non-votes 0.

Why It Matters

A reverse stock split, if implemented, will combine outstanding shares into fewer shares at the chosen ratio, which increases the per-share price proportionally while generally leaving the company’s total market value unchanged aside from market reaction. Because the board can decide the ratio and timing without another shareholder vote, investors should monitor future company announcements for any implementation details and the chosen split ratio, which will directly affect share count, per-share metrics, and trading behavior.