What changed in this filing

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Item 5. Other Information

2023-05-09 compared with 2022-11-09 · 22 added, 33 removed, 18 unchanged (75% of the section changed)

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.

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.

English, age 55, has served as our vice president, finance, accounting and treasury since September 2019.

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.

English began his career at

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.

On May 5, 2023, our wholly owned subsidiary, Xilio Development, Inc., entered into an amended and restated loan and security agreement with Pacific Western Bank, or PacWest, which:

(i) amended certain terms related to depositary accounts held outside PacWest, including increasing the amount of such permitted accounts to up to $5,000,000 in the aggregate;

(ii) consolidated all prior amendments related to the original loan and security agreement, dated November 21, 2019;

and (iii) updated the names of certain parties to the loan and security agreement.

The foregoing description of the amended and restated loan and security agreement is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached as Exhibit 10.2 to this Quarterly Report on Form 10-Q.

EXHIBIT INDEX

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.

001-40925), filed with the Securities and Exchange Commission on October 26, 2021)

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.

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)

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

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C.

Second Amended and Restated Bylaws 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 April 3, 2023)

Offer Letter, dated March 15, 2023 by and between the Registrant and Kevin Brennan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No.

001-40925), filed with the Securities and Exchange Commission on April 3, 2023)

Amended and Restated Loan and Security Agreement, dated as of May 5, 2023, by and between Xilio Development, Inc.

and Pacific Western Bank

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

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

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

7 unchanged sentences

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.

Indicates management contract or compensatory plan or arrangement.

The certifications attached as Exhibit 32.1 are 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.

1 unchanged sentence

XILIO THERAPEUTICS, INC.

November 9, 2022

/s/ René Russo

1 unchanged sentence

Chief Executive Officer

(Principal Executive and Financial Officer)

(Principal Executive Officer)

/s/ Kevin Brennan

Kevin Brennan

Senior Vice President, Finance and Accounting

(Principal Financial and Accounting Officer)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information