Item 2. Unregistered Sales of Equity Securities
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
Stock Option Grants and Exercises
During the three months ended September 30, 2021:
(1) We granted stock options to purchase an aggregate of 408,777 shares of our common stock at a weighted-average exercise price of $11.69 per share to our employees, directors and consultants pursuant to our 2020 Stock Incentive Plan. These stock options become exercisable upon the schedule specified in the applicable stock option agreement.
(2) We issued an aggregate of 2,585 shares of our common stock to our employees, directors and consultants upon the exercise of outstanding stock options under our 2020 Stock Incentive Plan for aggregate cash consideration in the amount of $14,000.
None of the foregoing transactions involved any underwriters, underwriting discounts or commissions, or any public offering. The stock options and the shares of common stock issued upon the exercise of stock options described above were issued pursuant to written compensatory plans or arrangements with our employees, directors and consultants, in reliance on the exemption provided by Rule 701 promulgated under the Securities Act, or pursuant to Section 4(a)(2) under the Securities Act, relative to transactions by an issuer not involving any public offering, to the extent an exemption from such registration was required. The recipients of the securities in each of these transactions represented their intentions to acquire the securities for investment only and not with a view to or for sale in connection with any distribution thereof, and appropriate legends were placed upon the stock certificates issued in these transactions. All recipients had adequate access, through their relationships with us, to information about us. The sales of these securities were made without any general solicitation or advertising.
On October 25, 2021, we filed a registration statement on Form S-8 under the Securities Act to register all of the shares of our common stock subject to outstanding options and all shares of our common stock otherwise issuable pursuant to our equity compensation plans.
Conversion of Preferred Stock
On October 26, 2021, in connection with the closing of our IPO, all of our outstanding shares of preferred stock were converted into an aggregate of 18,398,248 shares of common stock. The conversion of preferred stock into common stock occurred in accordance with the terms of our certificate of incorporation and did not constitute a sale for purposes of the Securities Act.
Use of Proceeds from Initial Public Offering of Common Stock
On October 26, 2021, we completed our IPO and issued and sold an aggregate of 7,353,000 shares of our common stock at a public offering price of $16.00 per share, and on November 1, 2021, we sold an additional 766,106 shares of common stock at a public offering price of $16.00 per share pursuant to the exercise by the underwriters of their option to purchase additional shares.
The offer and sale of the shares of common stock in our IPO was registered under the Securities Act pursuant to a Registration Statement on Form S-1 (File No. 333-259973), which was declared effective by the SEC on October 21, 2021. Following the sale of the shares in connection with the partial exercise by the underwriters of their option, the offering terminated before all the securities registered in the registration statement were sold. Morgan Stanley & Co. LLC, Cowen and Company LLC and Guggenheim Securities, LLC acted as joint book-running managers for our IPO, and Raymond James & Associates, Inc. acted as lead manager for our IPO.
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We received aggregate gross proceeds from our IPO, inclusive of the exercise by the underwriters of their option to purchase additional shares, of approximately $129.9 million, or aggregate net proceeds of approximately $116.3 million, after deducting underwriting discounts and commissions and estimated offering expenses payable by us. None of these expenses consisted of direct or indirect payments made by us to directors, officers or persons owning 10% or more of our common stock or to their associates, or to our affiliates. We had not used any of the net proceeds from the IPO as of September 30, 2021 because our IPO closed on October 26, 2021. There has been no material change in the planned use of proceeds from our initial public offering, as described in our final prospectus filed with the SEC on October 22, 2021 pursuant to Rule 424(b)(4).
Item 6. Exhibits
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on October 26, 2021)
3.2
Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on October 26, 2021)
10.1
2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 18, 2021)
10.2
Form of Stock Option Agreement under the 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 18, 2021)
10.3
Form of Non-Employee Director Stock Option Agreement under the 2021 Stock Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 18, 2021)
10.4
2021 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 18, 2021)
10.5
Loan and Security Agreement, dated as of November 21, 2019, as amended, by and between the Registrant and Pacific Western Bank (incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 1, 2021)
10.6#
Letter Agreement, dated September 30, 2021, by and between the Registrant and René Russo (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 1, 2021)
10.7#
Letter Agreement, dated September 30, 2021, by and between the Registrant and Martin Huber (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 1, 2021)
10.8
Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1, filed with the Securities and Exchange Commission on October 1, 2021)
31.1*
Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
102
Table of Contents
101.SCH*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101)
*
Filed herewith.
#
Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
XILIO THERAPEUTICS, INC.
Date: December 2, 2021
By:
/s/ René Russo
René Russo, Pharm.D.
President, Chief Executive Officer and Director
(Principal Executive Officer)
Date: December 2, 2021
By:
/s/ Salvatore Giovine
Salvatore Giovine
Chief Financial Officer
(Principal Financial and Accounting Officer)
104
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.