3 unchanged sentences
Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
−Removed: Our Chief Executive Officer (our principal executive and financial officer) evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2022.
−Removed: Based upon such evaluation, our Chief Executive Officer has concluded that, as of December 31, 2022, our disclosure controls and procedures were effective at the reasonable assurance level.
+Added: Our Chief Executive Officer (our principal executive officer) and our Senior Vice President, Finance and Accounting (our principal financial and accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of
+Added: December 31, 2023.
+Added: Based upon such evaluation, our Chief Executive Officer and Senior Vice President, Finance and Accounting have concluded that, as of December 31, 2023, our disclosure controls and procedures were effective at the reasonable assurance level.
Management’s Annual Report on Internal Control over Financial Reporting
−Removed: Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive and financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
+Added: Internal control over financial reporting refers to the process designed by, or under the supervision of, our principal executive officer and our principal financial officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles, and includes those policies and procedures that:
pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets;
9 unchanged sentences
Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
−Removed: Under the supervision and with the participation of our management, including our principal executive and financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.
+Added: Under the supervision and with the participation of our management, including our principal executive officer and our principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.
Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the effectiveness of our internal control over financial reporting.
4 unchanged sentences
Other Information
−Removed: On March 1, 2023, Michael Ross, Ph.D., notified us of his resignation as a Class III member of our board of directors, effective immediately.
−Removed: Ross’ resignation did not result from any disagreement with us on any matter relating to our operations, policies or practices.
−Removed: Upon the recommendation of the nominating and corporate governance committee, our board of directors unanimously appointed Christy Rossi, a current member of the board of directors, to serve on the audit committee.
+Added: On March 30, 2024, Tomas Heyman notified us of his resignation as a Class I director, effective as of our 2024 annual meeting of stockholders, which is currently expected to be held in June 2024.
+Added: Heyman’s resignation did not result from any disagreement with us on any matter relating to our operations, policies or practices.
+Added: Director and Officer Trading Arrangements
+Added: A portion of the compensation of our directors and officers (as defined in Rule 16a-1(f) under the Exchange Act) is in the form of equity awards and, from time to time, directors and officers may engage in open-market transactions with respect to the securities acquired pursuant to such equity awards or other of our securities, including to satisfy tax withholding obligations when equity awards vest or are exercised, and for diversification or other personal reasons.
+Added: Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions be in accordance with applicable U.S.
+Added: federal securities laws that prohibit trading while in possession of material nonpublic information.
+Added: Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that could negate a claim of insider trading for transactions undertaken while in possession of material nonpublic information.
+Added: None of our directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement (as such terms are defined in Items 408(a) and 408(c) of Regulation S-K, respectively) during the fourth quarter of 2024.
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
6 unchanged sentences
Executive Compensation
−Removed: The information required by this Item 11 will be included in the section captioned “Executive Compensation” in our definitive proxy statement for our 2023 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year to which this Annual Report on Form 10-K relates, which information is incorporated herein by reference.
+Added: The information required by this Item 11 will be included in the section captioned “Executive Compensation” in our definitive proxy statement for our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the
+Added: end of the fiscal year to which this Annual Report on Form 10-K relates, which information is incorporated herein by reference.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
11 unchanged sentences
Consolidated Statements of Operations and Comprehensive Loss
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
7 unchanged sentences
Exhibit Number
−Removed: Sales Agreement, dated September 9, 2022, by and between the Registrant and Cowen and Company, LLC
−Removed: November 9, 2022
Restated Certificate of Incorporation of the Registrant
October 26, 2021
−Removed: Amended and Restated Bylaws of the Registrant
−Removed: October 26, 2021
+Added: Second Amended and Restated Bylaws of the Registrant
+Added: April 3, 2023
Specimen Stock Certificate evidencing the shares of common stock
October 1, 2021
−Removed: Amended and Restated Registration Rights Agreement, dated as of February 23, 2021, by and among the Registrant and the other parties thereto
−Removed: October 18, 2021
+Added: Form of Prefunded Warrant
+Added: March 28, 2024
Description of the Registrant’s securities registered pursuant to Section 12 of the Securities and Exchange Act of 1934, as amended
12 unchanged sentences
October 18, 2021
+Added: Form of Restricted Unit Agreement under the 2021 Stock Incentive Plan
+Added: January 3, 2024
2021 Employee Stock Purchase Plan
1 unchanged sentence
2022 Inducement Stock Incentive Plan
+Added: March 2, 2023
Form of Stock Option Agreement under the 2022 Inducement Stock Incentive Plan
+Added: March 2, 2023
Form of Restricted Stock Unit Agreement under the 2022 Inducement Stock Incentive Plan
−Removed: Loan and Security Agreement, dated as of November 21, 2019, as amended, by and between the Registrant and Pacific Western Bank
−Removed: Letter Agreement, dated September 30, 2021, by and between the Registrant and René Russo
+Added: March 2, 2023
+Added: Sales Agreement, dated September 9, 2022, by and between the Registrant and Cowen and Company, LLC
+Added: November 9, 2022
+Added: Employment Agreement, dated September 30, 2021, by and between the Registrant and René Russo
October 1, 2021
1 unchanged sentence
June 16, 2022
+Added: Consulting Agreement, dated September 8, 2023, by and between the Registrant and Martin Huber, M.D.
+Added: November 9, 2023
+Added: Second Amended and Restated Employment Agreement, dated August 3, 2023, by and between the Registrant and Christopher Frankenfield
+Added: August 3, 2023
+Added: Employment Agreement, dated September 5, 2023, by and between the Registrant and Kevin Brennan
+Added: September 5, 2023
+Added: Employment Agreement, dated September 5, 2023, by and between the Registrant and Katarina Luptakova, M.D .
Form of Indemnification Agreement between the Registrant and each of its Executive Officers and Directors
October 1, 2021
−Removed: Director Compensation Policy
−Removed: October 1, 2021
+Added: Amended and Restated Non-Employee Director Compensation Policy
+Added: August 14, 2023
Cross-License Agreement, dated as of December 16, 2020, by and between the Registrant and AskGene Pharma, Inc.
4 unchanged sentences
October 1, 2021
−Removed: Lease, dated as of August 26, 2019, as amended, by and between the Registrant and PPF off 828-830 Winter Street, LLC
+Added: Lease, dated as of August 26, 2019, by and between the Registrant and PPF OFF 828-830 Winter Street, LLC
October 1, 2021
−Removed: Letter Agreement, dated September 30, 2021, by and between the Registrant and Salvatore Giovine
+Added: Securities Purchase Agreement, dated March 28, 2024, among the Registrant and the persons party thereto
March 28, 2024
+Added: Registration Rights Agreement, dated March 28, 2024, among the Registrant and the persons party thereto
+Added: March 28, 2024
Subsidiaries of the Registrant
Consent of Ernst & Young LLP, independent registered public accounting firm
−Removed: Certification of Principal Executive and 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
−Removed: Certification of Principal Executive and Financial Officer Pursuant to 18 U.S.C.
+Added: 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
+Added: 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
+Added: 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
+Added: Executive Compensation Clawback Policy
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
7 unchanged sentences
Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K promulgated under the Securities Act because the information is not material and is a type of information that the registrant treats as private or confidential.
+Added: The certifications attached as Exhibit 32.1 are being furnished solely to accompany this Annual Report on Form 10-K 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.
+Added: Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference into such filing.
Form 10-K Summary
1 unchanged sentence
XILIO THERAPEUTICS, INC.
−Removed: March 2, 2023
+Added: April 1, 2024
/s/ René Russo
−Removed: Chief Executive Officer
+Added: President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ René Russo
−Removed: Chief Executive Officer and Director
−Removed: March 2, 2023
−Removed: (Principal Executive and Financial Officer)
−Removed: /s/ Brian King
−Removed: March 2, 2023
−Removed: Chairman of the Board
−Removed: March 2, 2023
−Removed: March 2, 2023
+Added: President, Chief Executive Officer and Director
+Added: April 1, 2024
+Added: (Principal Executive Officer)
+Added: /s/ Kevin Brennan
+Added: Senior Vice President, Finance and Accounting
+Added: April 1, 2024
+Added: Kevin Brennan
+Added: (Principal Financial and Accounting Officer)
+Added: Chair of the Board
+Added: April 1, 2024
+Added: April 1, 2024
/s/ Daniel Curran
−Removed: March 2, 2023
+Added: April 1, 2024
Daniel Curran
−Removed: March 2, 2023
+Added: April 1, 2024
/s/ Robert Ross
−Removed: March 2, 2023
+Added: April 1, 2024
/s/ Christina Rossi
−Removed: March 2, 2023
+Added: April 1, 2024
Christina Rossi
−Removed: March 2, 2023
+Added: April 1, 2024
Xilio Therapeutics, Inc.
3 unchanged sentences
Consolidated Statements of Operations and Comprehensive Loss
−Removed: Consolidated Statements of Convertible Preferred Stock and Stockholders’ Equity (Deficit)
+Added: Consolidated Statements of Stockholders’ Equity
Consolidated Statements of Cash Flows
4 unchanged sentences
We have audited the accompanying consolidated balance sheets of Xilio Therapeutics, Inc.
−Removed: (the Company) as of December 31, 2022 and 2021, the related consolidated statements of operations and comprehensive loss, convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: (the Company) as of December 31, 2023 and 2022, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the years then ended in conformity with U.S.
generally accepted accounting principles.
+Added: The Company's Ability to Continue as a Going Concern
+Added: The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
+Added: As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has stated that substantial doubt exists about the Company’s ability to continue as a going concern.
+Added: Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in Note 1.
+Added: The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
15 unchanged sentences
Boston, Massachusetts
−Removed: March 2, 2023
+Added: April 1, 2024
XILIO THERAPEUTICS, INC.
14 unchanged sentences
Operating lease liability, current portion
−Removed: Notes payable, current portion
+Added: Note payable, current portion
Other current liabilities
Total current liabilities
−Removed: Notes payable, net of current portion
+Added: Note payable, net of current portion
Operating lease liability, net of current portion
−Removed: Other liabilities, long-term
+Added: Other non-current liabilities
Total liabilities
2 unchanged sentences
Preferred stock, $ 0.0001 par value;
−Removed: 5,000,000 shares authorized at December 31, 2022 and December 31, 2021, no shares issued or outstanding at December 31, 2022 and December 31, 2021
+Added: 5,000,000 shares authorized, no shares issued or outstanding
Common stock, $ 0.0001 par value;
16 unchanged sentences
Loss from operations
−Removed: Other income (expense), net
−Removed: Other income (expense), net
−Removed: Total other income (expense), net
+Added: Other income, net
+Added: Other income, net
+Added: Total other income, net
Net loss and comprehensive loss
3 unchanged sentences
XILIO THERAPEUTICS, INC.
−Removed: CONSOLIDATED STATEMENTS OF CONVERTIBLE PREFERRED STOCK
−Removed: AND STOCKHOLDERS’ EQUITY (DEFICIT)
+Added: CONSOLIDATED STATEMENTS OF
+Added: STOCKHOLDERS’ EQUITY
(In thousands, except share data)
Stockholders’
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Preferred Stock
−Removed: Preferred Stock
Balance at December 31, 2021
−Removed: Issuance of Series B convertible preferred stock, net of issuance costs of $50
−Removed: Issuance of Series C convertible preferred stock, net of issuance costs of $314
−Removed: Conversion of convertible preferred stock into common stock upon initial public offering
−Removed: ( 7,500,000 )
−Removed: ( 19,565,216 )
−Removed: ( 79,446,624 )
−Removed: ( 68,271,641 )
−Removed: Issuance of common stock upon initial public offering, net of issuance costs of $13,547
−Removed: Conversion of warrant liability to equity upon initial public offering
Vesting of restricted common stock
Exercise of stock options
−Removed: Equity-based compensation expense
+Added: Stock-based compensation expense
Balance at December 31, 2022
+Added: Issuance of common stock under employee stock purchase plan
Vesting of restricted common stock
Exercise of stock options
−Removed: Equity-based compensation expense
+Added: Stock-based compensation expense
Balance at December 31, 2023
8 unchanged sentences
Non-cash interest expense
−Removed: Equity-based compensation expense
+Added: Stock-based compensation expense
Loss on disposal of property and equipment
−Removed: Change in fair value of warrant and derivative liabilities
Changes in operating assets and liabilities:
10 unchanged sentences
Repayments of debt principal
−Removed: Proceeds from debt issuance, net of issuance costs
Payments of finance lease
−Removed: Payment of success fee
−Removed: Proceeds from issuance of convertible preferred stock, net of issuance costs
−Removed: Proceeds from initial public offering, net of issuance costs
+Added: Proceeds from issuance of common stock under employee stock purchase plan
Proceeds from exercise of stock options
−Removed: Net cash (used in) provided by financing activities
−Removed: (Decrease) increase in cash, cash equivalents and restricted cash
+Added: Net cash used in financing activities
+Added: Decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash, beginning of period
3 unchanged sentences
Supplemental disclosure of non-cash activities:
−Removed: Conversion of convertible preferred stock into common stock upon initial public offering
Capital expenditures included in accounts payable or accrued expenses
−Removed: Recognition of derivative liability in connection with long-term debt facility
−Removed: Conversion of warrant liability to equity upon initial public offering
+Added: Reconciliation to amounts within the consolidated balance sheets:
+Added: Cash and cash equivalents
+Added: Restricted cash
+Added: Cash, cash equivalents and restricted cash, end of period
The accompanying notes are an integral part of these consolidated financial statements.
1 unchanged sentence
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
−Removed: Description of Business, Initial Public Offering and Liquidity and Capital Resources
+Added: (Dollars in thousands, unless otherwise stated)
+Added: Description of Business, Liquidity and Going Concern
Description of Business
Xilio Therapeutics, Inc.
−Removed: (“Xilio” or the “Company”) is a clinical-stage biotechnology company focused on harnessing the immune system to achieve deep and durable clinical responses to improve the lives of patients with cancer.
+Added: (“Xilio” or the “Company”) is a clinical-stage biotechnology company dedicated to discovering and developing tumor-activated immuno-oncology (“I-O”) therapies with the goal of significantly improving outcomes for people living with cancer without the systemic side effects of current I-O treatments.
The Company was incorporated in Delaware in June 2020, and its headquarters are located in Waltham, Massachusetts.
−Removed: Initial Public Offering
−Removed: In the fourth quarter of 2021, the Company completed its initial public offering (“IPO”) of common stock, in which it issued and sold an aggregate of 8,119,106 shares of its common stock, including 766,106 shares pursuant to the partial exercise by the underwriters of their option to purchase additional shares, at a public offering price of $ 16.00 per share.
−Removed: The Company received $ 116.4 million in net proceeds, after deducting underwriting discounts and commissions and offering expenses payable by the Company.
−Removed: Liquidity and Capital Resources
+Added: Liquidity and Going Concern
Since its inception, the Company has devoted substantially all of its financial resources and efforts to research and development activities.
−Removed: The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry, including but not limited to, risks associated with the successful research, development and manufacturing of product candidates, and, if approved, any products, obtaining regulatory approvals for product candidates, and, if approved, commercialization of any products, protection and enforcement of intellectual property and proprietary technology, development by third parties of potentially competitive products or product candidates, compliance with governmental regulations, and the ability to secure additional capital to fund operations.
−Removed: Programs currently under development will require significant additional research and development efforts, including preclinical and clinical testing and manufacturing process development and will need to obtain regulatory approval prior to commercialization.
−Removed: These efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities.
−Removed: Even if the Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize revenue from product sales.
+Added: As of December 31, 2023, the Company had an accumulated deficit of $ 325.5 million and has incurred significant operating losses, including net losses of $ 76.4 million and $ 88.2 million for the years ended December 31, 2023 and 2022, respectively.
+Added: The Company expects its operating losses and negative operating cash flows to continue for the foreseeable future as it continues to advance its product candidates through clinical trials, maintains the infrastructure necessary to support these activities and continues to incur costs associated with operating as a public company.
As of December 31, 2023, the Company had cash and cash equivalents of $ 44.7 million.
−Removed: The Company believes that its existing cash and cash equivalents will be sufficient to enable the Company to fund its operating expenses and capital expenditure requirements into the second quarter of 2024, which is at least twelve months from the date of issuance of these consolidated financial statements.
−Removed: The Company expects to continue to generate negative cash flows from operations and net losses for the foreseeable future and will need additional capital in the future to support its continuing operations and growth strategy as it continues to invest significantly in research and development of its product candidates, including preclinical and clinical testing and manufacturing process development.
−Removed: To date, the Company has primarily funded its operations with proceeds from the sale of preferred units and convertible preferred stock, a debt financing and the IPO.
−Removed: Management’s conclusion with respect to its ability to fund operations is based on estimates that are subject to risks and uncertainties that may prove to be incorrect.
−Removed: If actual results differ from management’s estimates, the Company may be required to seek additional capital sooner or curtail planned activities to reduce operating expenses, which may have an adverse impact on the Company’s ability to achieve its business objectives.
+Added: The Company anticipates that its cash and cash equivalents as of December 31, 2023, together with (i) the $ 30.0 million upfront payment under the exclusive license agreement with Gilead Sciences, Inc.
+Added: (“Gilead”), (ii) the approximately $ 13.5 million in proceeds from the initial private placement with Gilead, which closed on March 28, 2024, and (iii) the approximately $ 11.3 million in gross proceeds from the Company’s private placement, which is expected to close on April 2, 2024 (subject to customary closing conditions), and after giving effect to (a) one-time costs and anticipated future cost savings associated with the Company’s strategic portfolio reprioritization and workforce reduction announced in March 2024 and (b) the repayment in the first quarter of 2024 of the outstanding loan balance under the Company’s loan and security agreement with Pacific Western Bank (“PacWest”), will be sufficient to fund the Company’s operating expenses and capital expenditure requirements into the second quarter of 2025.
+Added: For further information regarding these transactions and other subsequent events, please see Note 14, Subsequent Events .
+Added: However, the Company has based this estimate on assumptions that may prove to be wrong, and the Company could exhaust its available capital resources sooner than it anticipates.
+Added: In addition, since these amounts may not be sufficient to fund its operations for at least twelve months from the date of issuance of the consolidated financial statements, there is substantial doubt about the Company’s ability to continue as a going concern.
+Added: To continue to fund the operations of the Company, management has developed plans, which in the near term primarily consist of raising additional capital through one or more of the following:
+Added: additional equity or debt financings;
+Added: additional collaborations, partnerships or licensing transactions;
+Added: or other sources.
+Added: However, there can be no assurance that the Company will be able to complete any such transaction on acceptable terms or otherwise, and the Company may be unable to obtain sufficient additional capital.
+Added: If the Company is not able to secure sufficient additional capital in the near term, the Company may in the future need to implement additional cost reduction strategies, which could include delaying, limiting, further reducing or eliminating both internal and external costs related to its operations and research and development programs.
+Added: The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business.
+Added: The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.
Summary of Significant Accounting Policies
Basis of Presentation
−Removed: These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”).
−Removed: Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP
−Removed: as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).
+Added: These consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the rules and regulations of the U.S.
+Added: Securities and Exchange Commission (the “SEC”).
+Added: Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) of the Financial Accounting Standards Board (“FASB”).
In April 2012, the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) was enacted.
6 unchanged sentences
Xilio Development, Inc.
−Removed: (“Xilio Development”), a Delaware corporation, and Xilio Securities Corporation, a Massachusetts corporation, created to buy, sell and hold securities.
−Removed: Effective as of September 30, 2022, the Company’s wholly owned subsidiaries, Xilio Therapeutics, LLC and Xilio Concerto, LLC, were merged with and into Xilio Development, Inc., with Xilio Development, Inc.
−Removed: continuing as the surviving corporation.
+Added: (“Xilio Development”), a Delaware corporation, and Xilio Securities Corporation, a Massachusetts corporation.
All intercompany accounts and transactions have been eliminated in consolidation.
4 unchanged sentences
The estimation process often may yield a range of potentially reasonable estimates of the ultimate future outcomes and management must select an amount that falls within that range of reasonable estimates.
−Removed: Significant estimates of accounting reflected in these consolidated financial statements include, but are not limited to, estimates related to accrued expenses, contingent amounts payable to third parties upon the consummation of specified transactions, including an initial public offering, the valuation of equity-based compensation, including stock options and restricted common stock, useful life of long-lived assets and income taxes.
+Added: Significant estimates of accounting reflected in these consolidated financial statements include, but are not limited to, estimates related to accrued expenses, the valuation of stock-based compensation, including stock options and restricted common stock, useful life of long-lived assets and income taxes.
Actual results could differ from those estimates.
7 unchanged sentences
The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents.
−Removed: Cash equivalents, which consist of money market accounts, are stated at fair value.
−Removed: Restricted cash primarily represents a letter of credit issued to the landlord of the Company’s facility lease and is reflected in non-
−Removed: current assets on the accompanying consolidated balance sheets.
−Removed: Cash, cash equivalents and restricted cash consists of the following (in thousands):
−Removed: Cash and cash equivalents
−Removed: Restricted cash
−Removed: Total cash, cash equivalents and restricted cash as shown on the consolidated statements of cash flows
+Added: Restricted cash represents a letter of credit issued to the landlord of the Company’s facility lease and is reflected in non-current assets on the accompanying consolidated balance sheets.
Concentrations of Credit Risk and Significant Suppliers
2 unchanged sentences
Bank accounts in the United States are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000.
−Removed: As of December 31, 2022 and 2021, certain of the Company’s primary operating accounts significantly exceeded the FDIC limits.
−Removed: The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
+Added: Substantially all of the Company’s cash and cash equivalents are FDIC insured, including funds held through an insured cash sweep program.
+Added: The Company has not experienced any losses in its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
The Company is dependent on a third-party manufacturer to supply material and manufacturing process development services for its product candidates and related research and development activities.
13 unchanged sentences
The carrying value of the Company’s outstanding debt as of December 31, 2023 and 2022 approximates fair value based on the variable interest rate for the borrowings as well as the short duration of the term of the note.
−Removed: Items measured at fair value on a recurring basis include cash equivalents, the preferred warrant and contingent liabilities associated with the consummation of specified transactions, including an initial public offering.
Property and Equipment
31 unchanged sentences
The Company has lease agreements with lease and non-lease components, which are accounted for as a combined element.
−Removed: Deferred Offering Costs
−Removed: The Company capitalizes certain legal, professional, accounting and other third-party fees that are directly associated with in process equity financings as deferred offering costs until the related financings are consummated.
−Removed: After consummation of the equity financing, such costs are reclassified as a reduction to additional paid-in capital generated as a result of the related financing.
−Removed: Should an in-process equity financing be abandoned, the deferred offering costs will be expensed immediately and accounted for as operating expenses in the consolidated statements of operations and comprehensive loss.
−Removed: Deferred offering costs are presented as a component of other current assets on the condensed consolidated balance sheets.
Research and Development Costs and Accruals
10 unchanged sentences
The Company’s historical accrual estimates have not been materially different from the actual costs.
−Removed: Acquired In-Process Research and Development (“IPR&D”)
−Removed: If the Company acquires an asset or group of assets under an in-licensing arrangement that does not meet the definition of a business under ASC Topic 805, Business Combinations , and the acquired IPR&D does not have an alternative future use, it is expensed on its acquisition date in accordance with guidance in ASC Topic 730, Research and Development .
−Removed: Contingent payments for the assets acquired are expensed or capitalized based on the nature of the associated asset at the date the payment is recognized.
+Added: Collaboration Agreements
+Added: The Company analyzes its collaboration agreements to assess whether such arrangements involve joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards dependent on the commercial success of such activities and therefore within the scope of ASC 808, Collaborative Arrangements (“ASC 808”).
+Added: For arrangements within the scope of ASC 808 that contain multiple elements, the Company first determines which elements of the collaboration are deemed to be within the scope of ASC 808 and which elements of the collaboration are more reflective of a vendor-customer relationship and therefore within the scope of ASC 606, Revenue from Contracts with Customers (“ASC 606”).
+Added: For elements of collaboration arrangements that are accounted for pursuant to ASC 808, an appropriate recognition method is determined and applied consistently, either by analogy to authoritative accounting literature or by applying a reasonable and rational policy election.
+Added: For collaboration agreements where the Company is reimbursed for a portion of its research and development expenses or participates in the cost-sharing of such research and development expenses, such reimbursements and cost-sharing arrangements are reflected as a reduction of research and development expenses in the Company’s consolidated statements of operations and comprehensive loss, as the Company does not consider performing research and development services for reimbursement to be a part of its ongoing major or central operations.
All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about the recovery of the expenditure.
Amounts incurred are classified as general and administrative expenses in the accompanying consolidated statements of operations and comprehensive loss.
−Removed: Equity-Based Compensation
−Removed: The Company issues equity-based awards to employees, directors and non-employees, generally in the form of stock options.
−Removed: The Company measures employee equity-based compensation based on the grant date fair value of the equity-based awards and recognizes equity-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period of the respective award, in accordance with ASC 718, Compensation—
−Removed: Stock Compensation (“Topic 718”).
−Removed: Topic 718 requires all equity-based payments to employees, which includes grants of employee equity awards, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values.
+Added: Stock-Based Compensation
+Added: The Company issues stock-based awards to employees, directors and non-employees, generally in the form of stock options.
+Added: The Company measures employee stock-based compensation based on the grant date fair value of the stock-based awards and recognizes stock-based compensation expense on a straight-line basis over the requisite service period of the awards, which is generally the vesting period of the respective award, in accordance with ASC 718, Compensation—Stock
+Added: Compensation (“ASC 718”).
+Added: ASC 718 requires all stock-based payments to employees, which includes grants of employee stock awards, to be recognized in the consolidated statements of operations and comprehensive loss based on their grant date fair values.
There are significant judgments and estimates inherent in the determination of the fair value of the common securities.
The Company considers the fair value of common stock to be equal to its current share price.
−Removed: If applicable, the current share price is adjusted to reflect material nonpublic information known to the company but unavailable to market participants.
−Removed: Prior to the completion of the Company’s IPO, the Company determined the fair value of the underlying common stock based on input from management and approved by the Company’s board of directors, which utilized the valuation of the Company’s enterprise value determined utilizing various methods including the market adjusted equity value method, guideline initial public offering method, transactions method, recent transactions method, option-pricing method, or a hybrid method.
−Removed: The total enterprise value was then allocated to the various outstanding equity instruments, including the underlying common stock, utilizing the option-pricing method.
The Company estimates the fair value of stock options using the Black-Scholes option pricing model, which uses as inputs the estimated fair value of common stock, and certain management estimates, including the expected stock price volatility, the expected term of the award, the risk-free rate, and expected dividends.
Expected volatility is calculated based on reported volatility data for a representative group of publicly traded companies for which historical information is available.
−Removed: The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the equity-based awards.
+Added: The Company selects companies with comparable characteristics with historical share price information that approximates the expected term of the stock-based awards.
The Company computes the historical volatility data using the daily closing prices for the selected companies’ shares during the equivalent period that approximates the calculated expected term of the stock options.
2 unchanged sentences
Treasury yield curve in effect at the time of grant commensurate with the expected term assumption.
−Removed: The Company uses the simplified method, under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term.
−Removed: The Company utilizes this method due to lack of historical exercise data and the plain nature of its equity-based awards.
+Added: The Company uses the simplified method as prescribed by the SEC Staff Accounting Bulletin No.
+Added: 107, Share-Based Payment , under which the expected term is presumed to be the midpoint between the vesting date and the end of the contractual term.
+Added: The Company utilizes this method due to lack of historical exercise data and the plain nature of its stock-based awards.
The expected dividend yield is assumed to be zero as the Company has no current plans to pay any dividends on common stock.
−Removed: For awards with service-based vesting conditions, the Company recognizes equity-based compensation expense on a ratable basis over the vesting period.
−Removed: For awards subject to performance conditions, the Company recognizes equity-based compensation expense using an accelerated recognition method over the remaining service period when the Company determines the achievement of the performance condition is probable.
−Removed: The Company uses judgement to determine whether and, if so, how many awards are deemed probable of vesting at each reporting period.
The Company recognizes forfeitures as they occur.
−Removed: The Company classifies equity-based compensation expense in its consolidated statements of operations and comprehensive loss consistent with the classification of the award recipient’s salary and related costs or the award recipient’s service payments, as applicable.
−Removed: Convertible Preferred Stock
−Removed: Prior to the automatic conversion of all outstanding shares of the Company’s convertible preferred stock upon the closing of the IPO, the Company recorded all shares of convertible preferred stock at their respective fair values on the dates of issuance less issuance costs.
−Removed: The Company classified its convertible preferred stock outside of stockholders’ equity (deficit) when the redemption of such shares was outside the Company’s control.
−Removed: The Company did not adjust the carrying values of the convertible preferred stock to the liquidation preferences of such stock until such time as a deemed liquidation event was probable of occurring.
+Added: The Company classifies stock-based compensation expense in its consolidated statements of operations and comprehensive loss consistent with the classification of the award recipient’s salary and related costs or the award recipient’s service payments, as applicable.
Comprehensive Loss
3 unchanged sentences
Net Loss Per Share
−Removed: The Company applies the two-class method to compute basic and diluted net loss per share because it has issued shares that meet the definition of participating securities.
−Removed: The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings.
−Removed: The two-class method requires losses available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to share in the earnings as if all losses for the period had been distributed.
−Removed: During periods of loss, there is no allocation required under the two-class method since the participating securities do not have a contractual obligation to fund the losses of the Company.
The Company calculates basic net loss per share attributable to common stockholders by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, which excludes shares of restricted common stock that are not vested.
−Removed: Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding, as applicable, after giving consideration to the dilutive effect of preferred units, convertible preferred stock, incentive units, stock options, restricted common stock and warrants that are outstanding during the period.
+Added: Diluted net loss per share is calculated by dividing net loss by the weighted average number of shares of common stock outstanding, as applicable, after giving consideration to the dilutive effect of stock options, restricted common stock and warrants that are outstanding during the period.
The Company has generated a net loss in all periods presented, so the basic and diluted net loss per share are the same, as the inclusion of the potentially dilutive securities would be anti-dilutive.
7 unchanged sentences
At December 31, 2023 and 2022, the Company had not identified any significant uncertain tax positions.
−Removed: Recently Adopted Accounting Pronouncements
−Removed: In June 2016, the FASB issued ASU No.
−Removed: 2016-13, Financial Instruments—Credit Losses (Topic 326)—Measurement of Credit Losses on Financial Instruments , as amended (“ASU 2016-13”).
−Removed: The provisions of ASU 2016-13 modify the impairment model to utilize an expected loss methodology in place of the previously used incurred loss methodology and require a consideration of a broader range of reasonable and supportable information to inform credit loss estimates.
−Removed: The Company adopted ASU 2016-13 as of January 1, 2022, and the adoption did not have a material effect on its consolidated financial statements and related disclosures.
−Removed: In August 2020, the FASB issued ASU No.
−Removed: 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”), which reduces the number of accounting models for convertible debt instruments and convertible preferred stock as well as amends the derivatives scope exception for contracts in an entity’s own equity.
−Removed: The Company adopted ASU 2020-06 as of January 1, 2022, and the adoption did not have a material effect on its consolidated financial statements and related disclosures.
−Removed: Fair Value Measurements
−Removed: The Company measures the following financial assets and liabilities at fair value on a recurring basis.
−Removed: The fair value of these assets and liabilities was determined as follows (in thousands):
−Removed: Financial assets:
−Removed: Cash equivalents—money market funds
−Removed: Total financial assets
−Removed: Financial assets:
−Removed: Cash equivalents—money market funds
−Removed: Total financial assets
−Removed: During the years ended December 31, 2022 and 2021, the Company did not hold any investments and there were no transfers between Level 1, Level 2 and Level 3.
−Removed: In May 2016, the Company issued to a consultant a warrant to purchase 25,000 Series A preferred units at a price of $ 1.00 per unit, and in June 2020, the preferred unit warrant was converted into a warrant to purchase 25,000 shares of Series A convertible preferred stock at a price of $ 1.00 per share.
−Removed: The fair value of the warrant liability utilized the Black-Scholes option-pricing model which incorporated significant inputs not observable in the market, and thus represented a Level 3 measurement within the fair value hierarchy.
−Removed: Based on the terms and conditions of the warrant, upon the completion of the Company’s IPO the warrant to purchase 25,000 shares of Series A convertible preferred stock automatically became a warrant to purchase 2,631 shares of common stock.
−Removed: Upon conversion into a warrant to purchase common stock, the Company concluded that the warrant met the definition of an equity instrument and the fair value of the warrant at the time of conversion, determined using the Black-Scholes option pricing model, was reclassified from other liabilities, long-term to additional paid-in capital.
−Removed: The fair values of the debt derivative liability and the other derivative liability that were contingently payable upon the consummation of specified transactions, including an initial public offering, were based on significant inputs not observable in the market, including estimates regarding the probability of certain potential future events and outcomes and estimates regarding timing of those events and outcomes, with an applied discount rate representative of time value that represents a Level 3 measurement within the fair value hierarchy.
−Removed: The debt derivative liability and other derivative liability were paid during the year ended December 31, 2021 subsequent to the completion of the Company’s IPO.
−Removed: Accordingly, there was no amount recorded for the debt derivative liability and other derivative liability in the Company’s consolidated balance sheets as of December 31, 2022 and 2021.
−Removed: The following table summarizes the changes in the fair market value of the Company’s warrant liability, debt derivative liability and other derivative liability, which are classified within the Level 3 fair value hierarchy (in thousands):
−Removed: Balance at December 31, 2020
−Removed: Change in fair value of liability
−Removed: Settlement of liability
−Removed: Conversion of warrant liability to equity upon initial public offering
−Removed: Balance at December 31, 2021
+Added: Recent Accounting Pronouncements Not Yet Adopted
+Added: In November 2023, the FASB issued Accounting Standards Update No.
+Added: 2023-07, Segment Reporting (Topic 280):
+Added: Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses that are regularly provided to the chief operating decision maker.
+Added: The guidance is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024.
+Added: Early adoption is permitted.
+Added: The guidance is to be applied retrospectively to all prior periods presented in the financial statements.
+Added: Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.
+Added: The Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
+Added: In December 2023, the FASB issued Accounting Standards Update No.
+Added: 2023-09, Income Taxes (Topic 740):
+Added: Improvements to Income Tax Disclosures (“ASU 2023-09”), which modifies the rules on income tax disclosures to require entities to disclose (1) specific categories in the rate reconciliation, (2) the income or loss from continuing operations before income tax expense or benefit (separated between domestic and foreign) and (3) income tax expense or benefit from continuing operations (separated by federal, state and foreign).
+Added: ASU 2023-09 also requires entities to disclose their income tax payments to international, federal, state and local jurisdictions, among other changes.
+Added: The guidance is effective for annual periods beginning after December 15, 2024.
+Added: Early adoption is permitted for annual financial statements that have not yet been issued or made available for issuance.
+Added: ASU 2023-09 should be applied on a prospective basis, but retrospective application is permitted.
+Added: This Company is currently evaluating the potential impact of adopting this new guidance on its consolidated financial statements and related disclosures.
Property and Equipment, Net
−Removed: Property and equipment, net consists of the following as of December 31, 2022 and 2021 (in thousands):
+Added: Property and equipment, net consists of the following as of December 31, 2023 and 2022:
Laboratory equipment
8 unchanged sentences
Accrued Expenses
−Removed: Accrued expenses consist of the following as of December 31, 2022 and 2021 (in thousands):
+Added: Accrued expenses consist of the following as of December 31, 2023 and 2022:
External research and development
3 unchanged sentences
Loan and Security Agreement
−Removed: In November 2019, the Company entered into a loan and security agreement (as amended, the “Loan Agreement”) with Pacific Western Bank (“PacWest”), pursuant to which the Company borrowed $ 10.0 million under a term loan.
−Removed: Interest on amounts outstanding under the Loan Agreement accrue at a variable annual rate equal to the greater of (i) the prime rate plus 0.25 % or (ii) 4.75 %.
−Removed: As of December 31, 2022, the interest rate on the term loan is 7.75 %.
−Removed: The Company was required to make interest-only payments on any outstanding balances through December 31, 2022.
−Removed: The Company commenced making equal monthly payments of principal plus interest in January 2023, and it will be required to make such payments until the term loan matures on June 30, 2024.
−Removed: In addition, under the Loan Agreement, the Company paid a one-time success fee of $ 0.8 million to PacWest in the fourth quarter of 2021 upon the closing of the IPO.
−Removed: The Loan Agreement contains customary representations, warranties and covenants and also includes customary terms covering events of default, including payment defaults, breaches of covenants, a change of control provision and occurrence of a material adverse effect.
−Removed: As security for its obligations under the Loan Agreement, the Company granted PacWest a first priority security interest on substantially all of the Company’s assets (other than intellectual property), subject to certain exceptions.
−Removed: The Company has determined that the risk of subjective acceleration under the material adverse effect clause is not probable and therefore has classified the long-term portion of the outstanding principal in non-current liabilities.
−Removed: Upon the occurrence and continuation of an event of default, a default interest rate of an additional 5 % per annum may be applied to the outstanding loan balance, and the administrative agent, collateral agent, and lender may declare all outstanding obligations immediately due and payable and exercise all of their rights and remedies as set forth in the Loan Agreement and under applicable law.
−Removed: As of December 31, 2022, the Company was in compliance with all covenants under the Loan Agreement.
−Removed: The Company has the following minimum aggregate future loan payments under the Loan Agreement at December 31, 2022 (in thousands):
+Added: In November 2019, the Company’s wholly owned subsidiary, Xilio Development, entered into a loan and security agreement (as amended and restated in May 2023, the “Loan Agreement”) with PacWest, with the Company as a guarantor.
+Added: Under the Loan Agreement, in November 2019, Xilio Development borrowed $ 10.0 million under a term loan.
+Added: Interest on amounts outstanding under the Loan Agreement accrued at a variable annual rate equal to the greater of (i) the prime rate plus 0.25 % or (ii) 4.75 %.
+Added: As of December 31, 2023, the interest rate on the term loan was 8.75 %.
+Added: Xilio Development was required to make interest-only payments on any outstanding balances through December 31, 2022.
+Added: Xilio Development commenced making equal monthly payments of principal plus interest in January 2023.
+Added: As of December 31, 2023, the Company and Xilio Development were in compliance with all covenants under the Loan Agreement.
+Added: Xilio Development had the following future loan principal payments under the Loan Agreement at December 31, 2023:
Total future principal payments
unamortized discount
−Removed: Total notes payable
−Removed: The Company recognized $ 0.8 million and $ 0.6 million of interest expense related to the Loan Agreement for the years ended December 31, 2022 and 2021, respectively, which is reflected in other income (expense), net on the consolidated statements of operations and comprehensive loss.
−Removed: Intellectual Property Licenses
+Added: Total note payable
+Added: The Company recognized $ 0.7 million and $ 0.8 million of interest expense related to the Loan Agreement for the years ended December 31, 2023 and 2022, respectively, which is reflected in other income, net on the consolidated statements of operations and comprehensive loss.
+Added: In the first quarter of 2024, Xilio Development repaid all amounts outstanding under the Loan Agreement, and PacWest released all security interests in Xilio Development’s and its affiliates’ assets.
+Added: Collaboration Agreements and Intellectual Property Licenses
+Added: Clinical Trial Collaboration with F.
+Added: Hoffmann-La Roche
+Added: In July 2023, the Company and F.
+Added: Hoffmann-La Roche Ltd.
+Added: (“Roche”) entered into a clinical trial collaboration (the “Roche Clinical Collaboration”) pursuant to a clinical supply agreement to evaluate XTX101 in combination with atezolizumab (Tecentriq®) in a Phase 1/2 clinical trial consisting of a Phase 1 dose escalation cohort assessing the combination in patients with advanced solid tumors and a planned Phase 2 clinical trial assessing the combination in patients with microsatellite stable colorectal cancer.
+Added: Under the clinical supply agreement, the Company is eligible to receive specified cost-sharing payments from Roche, and each company will supply its respective anti-cancer agent to support the Phase 1/2 clinical trial.
+Added: The Company is responsible for conducting the Phase 1/2 clinical trial and retains global development and commercialization rights to XTX101.
+Added: The Company concluded that the cost-sharing payments from the Roche Clinical Collaboration are not in the scope of ASC 606 because the Company does not consider performing research and development services for reimbursement to be part of its ongoing major or central operations.
+Added: Therefore, the Company applied a reasonable, rational, and consistently applied accounting policy election to record the cost-sharing payments from the Roche Clinical Collaboration as a reduction of research and development expenses in the consolidated statements of operations and comprehensive loss for the period in which a study development event is achieved.
+Added: During the year ended December 31, 2023, the Company recognized a reduction of research and development expenses of $ 2.0 million.
Cross-License Agreement with AskGene
6 unchanged sentences
In addition, Xilio Development granted a non-exclusive, royalty-free, non-transferable, worldwide license to AskGene for specified Xilio patent rights related to non-antigen binding IL-2 products in the field of immunology and for specified Xilio patent rights related to antigen binding IL-2 products in all fields.
−Removed: Subject to the terms of the agreement and during the time period specified, Xilio Development also granted AskGene an option to obtain a license in the AskGene territory
−Removed: to develop and commercialize IL-2 licensed products.
+Added: Subject to the terms of the agreement and during the time period specified, Xilio Development also granted AskGene an option to obtain a license in the AskGene territory to develop and commercialize IL-2 licensed products.
If AskGene exercises its option to develop and commercialize IL-2 licensed products in the AskGene territory, then the parties will negotiate and enter into a license agreement for AskGene’s exclusive development and commercialization of such products in the AskGene territory, and AskGene would be obligated to pay Xilio Development percentage royalties in the mid-single digits on aggregate annual net sales of such licensed products in the AskGene territory.
6 unchanged sentences
For the first three licensed products or licensed services to achieve specified development and regulatory milestones, Xilio Development is obligated to pay City of Hope up to $ 10.3 million in the aggregate per licensed product or licensed service.
−Removed: In addition, subject to specified conditions, Xilio Development is obligated to pay City of Hope tiered royalties in the low single digits on aggregate annual net sales of licensed products or licensed services on a country-by-country basis until the expiration of the last-to-expire patent or patent application licensed from City of Hope covering the applicable licensed product or licensed service in such country.
+Added: In addition, subject to
+Added: specified conditions, Xilio Development is obligated to pay City of Hope tiered royalties in the low single digits on aggregate annual net sales of licensed products or licensed services on a country-by-country basis until the expiration of the last-to-expire patent or patent application licensed from City of Hope covering the applicable licensed product or licensed service in such country.
Xilio Development is also obligated to pay City of Hope a portion of any consideration Xilio Development receives for the grant of sublicenses under the agreement ranging from a low double digit to mid-twenties percentage of such consideration, subject to specified conditions under that agreement at the time that Xilio Development grants any such sublicense.
−Removed: The Company incurred no costs related to the payment of specified development milestones under the agreement during the year ended December 31, 2022.
−Removed: The Company incurred $ 0.3 million in costs related to the payment of specified development milestones under the agreement during the year ended December 31, 2021.
−Removed: In each of the years ended December 31, 2022 and 2021, the Company incurred $ 10,000 under this agreement, which was recognized as research and development expense in the consolidated statements of operations and comprehensive loss.
+Added: The Company incurred no costs related to the payment of specified development milestones under the agreement during the years ended December 31, 2023 and 2022.
Any additional payments that are contingent upon achievement of development and regulatory milestones or upon sales of licensed products will not be recognized until it becomes probable that the Company will be required to make such payments.
3 unchanged sentences
In addition, subject to specified conditions, the Company is obligated to pay WuXi Biologics tiered royalties in the low to mid-single digits on aggregate annual worldwide net sales of licensed products during the applicable royalty term.
−Removed: The Company incurred no costs related to the payment of specified development milestones under the agreement during the year ended December 31, 2022.
−Removed: The Company incurred $ 0.8 million in costs related to the payment of specified development milestones under the agreement during the year ended December 31, 2021.
−Removed: Any additional payments that are
−Removed: contingent upon the achievement of development and regulatory milestones or sales of licensed products will not be recognized until it becomes probable that the Company will be required to make such payments.
+Added: The Company incurred no costs related to the payment of specified development milestones under the agreement during the years ended December 31, 2023 and 2022.
+Added: Any additional payments that are contingent upon the achievement of development and regulatory milestones or sales of licensed products will not be recognized until it becomes probable that the Company will be required to make such payments.
The Company has an operating lease for its headquarters and a finance lease for certain lab equipment.
3 unchanged sentences
The Company is obligated to pay its portion of real estate taxes and costs related to the premises, including costs of operations, maintenance, repair, replacement, and management of the leased premises, which it began paying simultaneous with the rent commencement date in March 2020.
−Removed: As of December 31, 2022 and 2021, the Company has a letter of credit for the benefit of its landlord in the amount of $ 1.6 million, collateralized by a money market fund, which is recorded as restricted cash on the consolidated balance sheets.
−Removed: The components of lease expense were as follows (in thousands):
+Added: As of December 31, 2023 and 2022, the Company has a letter of credit for the benefit of its landlord in the amount of $ 1.6 million, collateralized by a money market account, which is recorded as restricted cash on the consolidated balance sheets.
+Added: The components of lease expense were as follows:
Operating lease cost
19 unchanged sentences
Finance lease
−Removed: Supplemental cash flow information related to leases was as follows (in thousands):
+Added: Supplemental cash flow information related to leases was as follows:
Cash paid for amounts included in the measurement of lease liabilities:
1 unchanged sentence
Financing cash flows from finance leases
−Removed: Future minimum lease payments under non-cancellable leases as of December 31, 2022 are as follows (in thousands):
+Added: Future minimum lease payments under non-cancellable leases as of December 31, 2023 are as follows:
Operating Lease
19 unchanged sentences
Undesignated Preferred Stock
−Removed: On October 26, 2021, in connection with the closing of the Company’s IPO, the Company amended and restated its Certificate of Incorporation authorizing the Company to issue 5,000,000 shares of undesignated preferred stock at $ 0.0001 par value per share.
−Removed: Convertible Preferred Stock
−Removed: Upon the closing of the IPO in October 2021, all shares of the Company’s then outstanding convertible preferred stock automatically converted into an aggregate of 18,398,248 shares of common stock.
−Removed: There was no convertible preferred stock outstanding as of December 31, 2022 and 2021.
−Removed: As of December 31, 2022 and 2021, the Company’s certificate of incorporation, as amended, authorized the Company to issue up to 200,000,000 shares of common stock, $ 0.0001 par value per share.
−Removed: On November 9, 2022, the Company filed a registration statement on Form S-3 (the “2022 Shelf Registration Statement”), covering the offering of up to $ 250.0 million of common stock, preferred stock, debt securities, units and warrants.
−Removed: The 2022 Shelf Registration Statement became effective on November 18, 2022.
−Removed: On November 9, 2022, the Company also entered into a Sales Agreement (the “Sales Agreement”) with Cowen and Company, LLC (“Cowen”), under which the Company may, from time to time, sell shares of its common stock through Cowen (the “2022 ATM Program”).
−Removed: The 2022 Shelf Registration Statement included a prospectus covering the offering, issuance and sale of up to $ 75.0 million of the Company’s common stock from time to time through the 2022 ATM Program.
−Removed: Through December 31, 2022, the Company has not sold any common stock through the 2022 ATM Program.
+Added: As of December 31, 2023 and 2022, the Company’s certificate of incorporation, as amended, authorized the Company to issue up to 5,000,000 shares of undesignated preferred stock at $ 0.0001 par value per share.
+Added: As of December 31, 2023 and 2022, there were no shares of preferred stock issued or outstanding.
+Added: As of December 31, 2023 and 2022, the Company is authorized to issue up to 200,000,000 shares of common stock, $ 0.0001 par value per share under its certificate of incorporation, as amended.
The voting, dividend and liquidation rights of the holders of shares of common stock are subject to and qualified by the rights, powers and preferences of the holders of shares of the Company’s undesignated preferred stock, if and when such shares are issued.
3 unchanged sentences
No dividends have been declared by the Company’s board of directors or paid by the Company to the holders of common stock since the issuance of the common stock.
−Removed: Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, holders of the common stock will be entitled to receive, pro rata based on the number of shares held by each such holder, all assets of the Company available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding preferred stock.
+Added: Upon the dissolution, liquidation or winding up of the Company, whether voluntary or involuntary, holders of the common stock will be entitled to receive, pro rata based on the number of shares held by each such holder, all assets of the Company
+Added: available for distribution to its stockholders, subject to any preferential or other rights of any then outstanding preferred stock.
Shares Reserved for Future Issuance
−Removed: As of December 31, 2022 and 2021, the Company had reserved shares of common stock for future issuance under the 2020 Stock Incentive Plan (as amended, the “2020 Plan”), the 2021 Stock Incentive Plan (the “2021 Plan”), the 2021
−Removed: Employee Stock Purchase Plan (the “2021 ESPP”) and the 2022 Inducement Stock Incentive Plan (the “2022 Inducement Plan”) as follows:
−Removed: Shares of common stock reserved for exercise of a warrant
−Removed: Shares of common stock reserved for exercise of outstanding stock options under the 2021 and 2020 Stock Incentive Plans
−Removed: Shares of common stock reserved for future awards under the 2021 Stock Incentive Plan
−Removed: Shares of common stock reserved for purchase under the 2021 Employee Stock Purchase Plan
−Removed: Shares of common stock reserved for future awards under the 2022 Inducement Plan
+Added: The Company has reserved for future issuances the following shares of common stock as of December 31, 2023 and 2022:
+Added: Stock options
+Added: Employee Stock Purchase Plan
Total shares reserved for future issuance
−Removed: Equity-Based Compensation
+Added: Stock-Based Compensation
Equity Incentive Plans
2020 Stock Incentive Plan
−Removed: In July 2020, the Company’s stockholders approved the 2020 Plan.
−Removed: Under the 2020 Plan, the Company was authorized to issue shares of common stock to the Company’s employees, officers, directors, consultants, and advisors in the form of options, restricted stock awards or other stock-based awards.
−Removed: Upon the effectiveness of the 2021 Plan in October 2021, the Company ceased granting awards under the 2020 Plan.
+Added: Under the 2020 Stock Incentive Plan (as amended, the “2020 Plan”), the Company was authorized to issue shares of common stock to the Company’s employees, officers, directors, consultants and advisors in the form of options, restricted stock awards or other stock-based awards.
2021 Stock Incentive Plan
−Removed: In September 2021, the Company’s board of directors adopted the 2021 Plan, which was approved by the Company’s stockholders and became effective immediately prior to the effectiveness of the Company’s registration statement on Form S-1, as amended (File No.
−Removed: 333-259973), which was declared effective by the SEC on October 21, 2021 (the “Registration Statement”).
+Added: In September 2021, the Company’s board of directors and stockholders adopted the 2021 Stock Incentive Plan (the “2021 Plan”), which became effective immediately prior to the IPO in October 2021.
+Added: Upon effectiveness of the 2021 Plan, the Company ceased granting awards under the 2020 Plan.
The 2021 Plan provides for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, and other stock-based awards.
−Removed: The number of shares of the Company’s common stock initially reserved for issuance under the 2021 Plan was the sum of (1) 2,654,828 ;
−Removed: plus (2) the number of shares (up to 3,967,038 shares) as is equal to the sum of (x) the number of shares of the Company’s common stock reserved for issuance under the 2020 Plan that remained available for grant under the 2020 Plan immediately prior to the effectiveness of the Registration Statement and (y) the number of shares of the Company’s common stock subject to outstanding awards whether granted under the 2020 Plan or outside of the 2020 Plan which awards expire, terminate or are otherwise surrendered, canceled, forfeited or repurchased by us at their original issuance price pursuant to a contractual repurchase right and that, prior to the effectiveness of the 2021 Plan, would have become available for issuance under the 2020 Plan;
−Removed: plus (3) an annual increase, to be added on the first day of each fiscal year, beginning with the fiscal year, commencing on January 1, 2022 and continuing until, and including, January 1, 2031, equal to the lesser of (i) 5 % of the number of shares of the Company’s common stock outstanding on the first day of such fiscal year and (ii) the number of shares of common stock determined by the Company’s board of directors (the “Evergreen Provision”).
−Removed: Effective January 1, 2023, the number of shares reserved for issuance under the 2021 Plan increased by 1,373,580 shares in accordance with the Evergreen Provision.
−Removed: As of December 31, 2022, there were 2,848,568 shares available for future issuance under the 2021 Plan.
−Removed: 2021 Employee Stock Purchase Plan
−Removed: In September 2021, the Company’s board of directors adopted, and in October 2021, the Company’s stockholders approved the 2021 ESPP, which became effective on October 21, 2021, immediately prior to the effectiveness of the Registration Statement.
−Removed: The 2021 ESPP initially provides participating employees with the opportunity to purchase up to an aggregate of 292,031 shares of the Company’s common stock.
−Removed: The number of shares of common stock reserved for issuance under the 2021 ESPP will automatically increase on each January 1, beginning on January 1, 2022 and ending on January 1, 2031, by the lesser of (i) 584,062 shares of common stock, (ii) 1 % of the number of shares of the Company’s common stock outstanding on such date, and (iii) a number of shares of common stock as determined by the Company’s board of directors.
−Removed: Effective January 1, 2023, the number of shares reserved for issuance under the 2021 ESPP increased by 274,716 shares.
−Removed: The first offering period under the 2021 ESPP commenced on December 1, 2022 and ends May 31, 2023.
−Removed: As of December 31, 2022, no shares have been issued under the 2021 ESPP.
−Removed: As of December 31, 2022, there were 566,720 shares available for future issuance under the 2021 ESPP.
+Added: The Company initially reserved 6,579,016 shares of common stock under the 2021 Plan.
+Added: The 2021 Plan provides that the number of shares reserved and available for issuance under the 2021 Plan will be cumulatively increased on January 1 of each calendar year by 5 % of the number of shares of common stock outstanding on such date or such lesser amount determined by the Company’s board of directors.
+Added: On January 1, 2024, the number of shares reserved for issuance under the 2021 Plan automatically increased by 1,380,663 shares.
+Added: As of December 31, 2023, there were 1,780,442 shares available for future grant under the 2021 Plan.
2022 Inducement Plan
−Removed: On November 18, 2022, the Company’s board of directors adopted the 2022 Inducement Plan pursuant to Nasdaq Rule 5635(c)(4).
−Removed: In accordance with Rule 5635(c)(4), cash and equity-based incentive awards under the 2022 Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s board of directors, or an employee who is being rehired following a bona fide period of non-employment by the Company as a material inducement to the employee’s entering into employment with the Company.
+Added: In 2022, the Company’s board of directors adopted the 2022 Inducement Stock Incentive Plan pursuant to Nasdaq Rule 5635(c)(4) (the “2022 Inducement Plan”).
+Added: In accordance with Rule 5635(c)(4), stock-based incentive awards under the 2022 Inducement Plan may only be made to a newly hired employee who has not previously been a member of the Company’s board of directors, or an employee who is being rehired following a bona fide period of non-employment by the Company as a material inducement to the employee’s entering into employment with the Company.
An aggregate of 275,000 shares of the Company’s common stock has been reserved for issuance under the 2022 Inducement Plan.
−Removed: The exercise price of stock options granted under the 2022 Inducement Plan will not be less than the fair market value of a share of the Company’s common stock on the grant date.
−Removed: Other terms of awards, including vesting requirements, are determined by the Company’s board of directors and are subject to the provisions of the 2022 Inducement Plan.
−Removed: As of December 31, 2022, no shares have been granted under the 2022 Inducement Plan.
−Removed: Total Equity-Based Compensation Expense
−Removed: During the years ended December 31, 2022 and 2021, the Company recorded compensation expense related to stock options and restricted common stock for employees and non-employees, which was allocated as follows in the consolidated statements of operations and comprehensive loss (in thousands):
+Added: As of December 31, 2023, there were 220,000 shares available for future grant under the 2022 Inducement Plan.
+Added: 2021 Employee Stock Purchase Plan
+Added: In 2021, the Company’s board of directors and stockholders adopted the 2021 Employee Stock Purchase Plan (the “2021 ESPP”), which became effective immediately prior to the IPO in October 2021.
+Added: The Company initially reserved 292,031 shares of common stock for issuance under the 2021 ESPP.
+Added: The 2021 ESPP provides that the number of shares of common
+Added: stock reserved for issuance under the 2021 ESPP will be cumulatively increased on January 1 of each calendar year by 1 % of the number of shares of the Company’s common stock outstanding on such date or such lesser amount determined by the Company’s board of directors (up to a maximum increase of 584,062 shares of common stock per year).
+Added: On January 1, 2024, the number of shares reserved for issuance under the 2021 ESPP was increased by 276,132 shares.
+Added: The Company issued 140,192 shares under the 2021 ESPP during the year ended December 31, 2023 and no shares under the 2021 ESPP during the year ended December 31, 2022.
+Added: As of December 31, 2023, there were 701,244 shares available for future issuance under the 2021 ESPP.
+Added: Total Stock-Based Compensation Expense
+Added: During the years ended December 31, 2023 and 2022, the Company recorded compensation expense related to stock options and restricted common stock for employees and non-employees, which was allocated as follows in the consolidated statements of operations and comprehensive loss:
Year Ended December 31,
1 unchanged sentence
General and administrative expense
−Removed: Total equity-based compensation expense
+Added: Total stock-based compensation expense
Stock Options
5 unchanged sentences
Cancelled/forfeited
+Added: ( 1,240,556 )
Outstanding as of December 31, 2023
Exercisable as of December 31, 2023
−Removed: Vested and expected to vest as of December 31, 2022
(1) The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s common stock for those stock options that had exercise prices lower than the fair value of the Company’s common stock as of the end of the period.
1 unchanged sentence
The Company satisfies stock option exercises with newly issued shares of common stock.
−Removed: The aggregate intrinsic value of stock options exercised during the years ended December 31, 2022 and 2021 was less than $ 0.1 million and $ 0.5 million, respectively.
+Added: The aggregate intrinsic value of stock options exercised during each of the years ended December 31, 2023 and 2022 was less than $ 0.1 million.
The following assumptions were used in determining the fair value of options granted to employees during the years ended December 31, 2023 and 2022:
4 unchanged sentences
Expected volatility
−Removed: 80.75 – 87.64
−Removed: 80.55 – 85.26
−Removed: As of December 31, 2022, the Company had unrecognized equity-based compensation expense of $ 16.8 million related to stock options issued to employees and directors, which is expected to be recognized over a weighted average period of 2.58 years.
+Added: As of December 31, 2023, the Company had unrecognized stock-based compensation expense of $ 12.5 million related to stock options issued to employees and directors, which is expected to be recognized over a weighted average period of 2.0 years.
Restricted Stock
5 unchanged sentences
In June 2020, the Company granted 552,546 shares of common stock underlying restricted stock awards, and the Company has not subsequently granted any additional restricted stock awards.
−Removed: The Company recorded equity-based compensation expense for restricted stock granted to employees, directors and non-employees of $ 0.4 million and $ 0.5 million for the years ended December 31, 2022 and 2021, respectively.
+Added: The Company recorded stock-based compensation expense for restricted stock granted to employees, directors and non-employees of $ 0.3 million and $ 0.4 million for the years ended December 31, 2023 and 2022.
During the years ended December 31, 2023 and 2022, the aggregate fair value of the restricted stock awards that vested was $ 0.1 million and $ 0.3 million, respectively.
−Removed: As of December 31, 2022, total unrecognized compensation cost related to unvested restricted stock awards was approximately $ 0.3 million, which is expected to be recognized over a weighted-average period of 0.94 years.
+Added: As of December 31, 2023, total unrecognized compensation cost related to unvested restricted stock awards was less than $ 0.1 million, which is expected to be recognized during the first quarter of 2024.
Net Loss Per Share
8 unchanged sentences
Tax effected at statutory rate
−Removed: Equity-based compensation
+Added: Stock-based compensation
Non-deductible expenses
2 unchanged sentences
Effective income tax rate
−Removed: Deferred tax assets consist of the following as of December 31, 2022 and 2021 (in thousands):
+Added: Deferred tax assets consist of the following as of December 31, 2023 and 2022:
Year Ended December 31,
2 unchanged sentences
State net operating loss carryforwards
−Removed: Research and development credit carryforwards
Capitalized research and development expenditures
+Added: Research and development credit carryforwards
Lease liability
1 unchanged sentence
Intangible assets
−Removed: Equity-based compensation
+Added: Stock-based compensation
Total deferred tax assets:
3 unchanged sentences
Right of use asset
−Removed: Debt discount
Total deferred tax liabilities
4 unchanged sentences
Based on this, the Company has provided a valuation allowance for the full amount of the net deferred tax assets as the realization of the deferred tax assets is not determined to be more likely than not.
−Removed: During the year ended December 31, 2022, the valuation allowance increased by $ 24.3 million primarily due to the increase in the Company’s book loss reported in the period, capitalized research and development expenditures and the generation of additional research and development credits.
+Added: During the year ended December 31, 2023, the valuation allowance increased by $ 22.0 million primarily due to the Company’s book loss and capitalized research and development expenditures reported in the period and the generation of additional research and development credits.
As of December 31, 2023, the Company had $ 209.3 million and $ 180.9 million of federal and state operating loss carryforwards, respectively.
1 unchanged sentence
These loss carryforwards are available to reduce future federal taxable income, if any.
−Removed: As of December 31, 2022, the Company had $ 5.2 million and $ 2.5 million of federal and state credit carryovers which begin to expire in 2033.
+Added: As of December 31, 2023, the Company had federal and state research and development credit carryovers of $ 7.8 million and $ 3.1 million, which may be available to offset any future income tax and which will begin to expire in 2033.
These loss and credit carryforwards are subject to review and possible adjustment by the appropriate taxing authorities.
3 unchanged sentences
Since its formation, the Company has raised capital through the issuance of capital stock on several occasions.
−Removed: These financings could result in a change of control as defined by Section 382.
+Added: These financings could result in an “ownership change” as defined by Section 382.
The Company has not yet completed a detailed study of its inception to date ownership change activity.
3 unchanged sentences
and provides transition and interim period guidance, among other provisions.
−Removed: As of December 31, 2022,
−Removed: and 2021, the Company has not recorded tax reserves associated with any unrecognized tax benefits.
+Added: As of December 31, 2023, and 2022, the Company has not recorded tax reserves associated with any unrecognized tax benefits.
The Company’s policy is to recognize interest and penalties accrued on any uncertain tax positions as a component of income tax expense, if any, in its statements of income.
10 unchanged sentences
Prior to the TCJA amendment, Section 174 allowed taxpayers to either immediately deduct research and experimental expenditures in the year paid or incurred.
−Removed: The Company has applied this required change in accounting method beginning in 2022.
+Added: The Company applied this required change in accounting method beginning in 2022.
The Company’s tax returns remain open to examination by the Internal Revenue Service and the Commonwealth of Massachusetts for the years ended December 31, 2020 to December 31, 2022.
1 unchanged sentence
The Company is currently not subject to any examinations by the Internal Revenue Service or any other tax authorities for any tax years.
−Removed: In 2018, the Company established a defined contribution savings plan under Section 401(k) of the Internal Revenue Code, as amended, the Xilio Therapeutics, Inc.
−Removed: 401(k) Plan (the “401(k) Plan”).
−Removed: The 401(k) Plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis or post-tax basis, up to the maximum amount prescribed by statute.
−Removed: The Company incurred an expense related to contributions on behalf of employees of $ 0.3 million to the 401(k) Plan during the year ended December 31, 2022.
−Removed: The Company did not incur an expense related to contributions on behalf of employees to the 401(k) Plan during the year ended December 31, 2021.
+Added: The Company maintains a defined contribution savings plan for employees that is defined to qualify under Section 401(k) of the Internal Revenue Code, as amended, (the “401(k) Plan”) in which substantially all employees are eligible to participate.
+Added: Under the 401(k) Plan, all employees who meet minimum age and service requirements may elect to defer a portion of their annual compensation on a pre-tax basis or post-tax basis, up to the maximum amount prescribed by statute.
+Added: For each participating employee, the Company makes matching contributions equal to 100 % of the first 3 % of compensation contributed, plus 50 % of the next 2 % of compensation contributed, for a maximum of up to 4 % of the employee’s eligible compensation.
+Added: Matching contributions are fully vested at the time of contribution.
+Added: The Company incurred expenses related to matching contributions on behalf of employees to the 401(k) Plan of $ 0.7 million and $ 0.3 million during the years ended December 31, 2023 and 2022, respectively.
+Added: Subsequent Events
+Added: License Agreement and Issuance of Common Stock
+Added: On March 27, 2024, Xilio Development entered into an exclusive license agreement with Gilead Sciences, Inc.
+Added: (“Gilead”), pursuant to which it granted Gilead an exclusive global license to develop and commercialize XTX301, the Company’s tumor-activated IL-12 product candidate, and specified other molecules directed to IL-12.
+Added: Under the license agreement, the Company is eligible to receive approximately $ 43.5 million in upfront payments, including a cash payment of $ 30.0 million and an initial equity investment by Gilead of approximately $ 13.5 million in the Company’s common stock at a purchase price of $ 1.97 per share.
+Added: In connection with the execution of the license agreement, on March 27, 2024, the Company entered into a stock purchase agreement with Gilead pursuant to which the Company agreed to initially issue and sell 6,860,223 of its shares of common stock to Gilead in a private placement at a purchase price of $ 1.97 per share for an aggregate purchase price of approximately $ 13.5 million.
+Added: The initial Gilead private placement closed on March 28, 2024, and the $ 30.0 million upfront cash payment is payable by Gilead within a specified time period promptly following signing of the license agreement.
+Added: March 2024 Private Placement
+Added: On March 28, 2024, the Company entered into a securities purchase agreement with certain existing accredited investors pursuant to which the Company agreed to sell and issue to the investors in a private placement an aggregate of 1,953,125 shares of the Company’s common stock at a purchase price of $ 0.64 per share, and to certain investors in lieu of shares of the Company’s common stock, prefunded warrants to purchase up to an aggregate of 15,627,441 shares of the Company’s common stock at a purchase price of $ 0.6399 per prefunded warrant.
+Added: The private placement is anticipated to close on April 2, 2024, subject to customary closing conditions.
+Added: Strategic Portfolio Reprioritization and Workforce Reduction
+Added: On March 27, 2024, the board of directors of the Company approved a strategic portfolio reprioritization and restructuring.
+Added: As part of the strategic portfolio reprioritization and restructuring, the Company plans to undertake efforts to further reduce its expenses and streamline its operations, including a reduction in headcount of 15 employees, representing approximately 21 % of the Company’s workforce immediately prior to the workforce reduction.
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.