Item 5. Other Information
Item 5. Other Information
At the Market Offering Agreement
On November 9, 2022, we entered into a sales agreement with Cowen and Company, LLC, or Cowen, pursuant to which we may offer and sell, from time to time at our sole discretion, shares of our common stock having an aggregate offering price of up to $75.0 million through Cowen as sales agent. Any sales under the sales agreement will be made pursuant to a registration statement on Form S-3 and a prospectus relating to such offering to be filed with the Securities and Exchange Commission, or SEC, after such registration statement is declared effective by the SEC. Cowen may sell the shares under such sales agreement by any method that is deemed to be an “at the market offering” as defined in Rule 415 of the Securities Act of 1933, as amended, including sales made directly on the Nasdaq Global Select Market or any other trading market for our common stock. Cowen has agreed to its use commercially reasonable efforts to sell the shares from time to time, based upon instructions from us (including any price, time or size limits or other customary parameters or conditions we may impose). We will pay Cowen a commission of up to 3.0% of the gross sales proceeds of any common stock sold through Cowen under the sales agreement, and we have also provided Cowen with customary indemnification rights. We are not obligated to make any sales of our common stock under the sales agreement. The offering of shares of our common stock pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all common stock subject to the sales agreement or (ii) the termination of the sales agreement in accordance with its terms.
Appointment of Principal Financial Officer and Principal Accounting Officer
On November 8, 2022, our board of directors appointed René Russo, Pharm.D., our chief executive officer, to serve as principal financial officer and appointed Edward C. English, our vice president, finance, accounting and treasury, to serve as principal accounting officer.
For Dr. Russo’s biographical information, see the disclosure included under the heading “Information Regarding Directors” on page 8 of our definitive proxy statement for the 2022 annual meeting of stockholders filed with the SEC on April 26, 2022, which disclosure is incorporated herein by reference.
Mr. English, age 55, has served as our vice president, finance, accounting and treasury since September 2019. Mr. English has more than 20 years of accounting and finance experience within the biotechnology industry. From July 2018 to August 2019, Mr. English served as vice president and corporate controller at Evelo Biosciences, Inc. and from June 2012 to November 2017 held roles of increasing responsibility at Tesaro, Inc., including most recently as vice president finance and administration. Prior to that, Mr. English served in finance and accounting roles of increasing responsibility at Mascoma Corporation, AMAG Pharmaceuticals, Inc. and Praecis Pharmaceuticals, Inc. Mr. English began his career at
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KPMG LLP, and received a B.S. in finance from Georgetown University and an M.S. in accounting and M.B.A. from Northeastern University.
Item 6. Exhibits
EXHIBIT INDEX
Exhibit
Number
Description
3.1
Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’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 3.2 to the Registrant’s Current Report on Form 8-K (File. No. 001-40925), filed with the Securities and Exchange Commission on October 26, 2021)
31.1*
Certification of Principal Executive Officer and 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+
Certification 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
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
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.
+
The certifications attached as Exhibit 32.1 is being furnished solely to accompany this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference into such filing.
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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: November 9, 2022
By:
/s/ René Russo
René Russo, Pharm.D.
Chief Executive Officer
(Principal Executive and Financial Officer)
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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.