Xilio Therapeutics, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds Unregistered Sales of Equity Securities Pursuant to our stock purchase agreement with Gilead Sciences, Inc., or Gilead, on April 3, 2024 we issued and sold 485,250 shares of our common stock at a purchase price of $0.76 per share and prefunded warrants to purchase up to an aggregate of 3,882,450 shares of our common stock at a purchase price of $0.7599 per prefunded warrant, for an aggregate purchase price of approximately $3.3 million. Each prefunded warrant has an exercise price of $0.0001 per share of common stock, is immediately exercisable and will remain exercisable until exercised in full, provided that Gilead may not exercise its prefunded warrants to the extent that it would beneficially own more than 19.9% of the number of shares of our common stock outstanding immediately after giving effect to such exercise. Based in part upon the representations of Gilead in the stock purchase agreement, we issued and sold the shares of common stock and prefunded warrants to Gilead in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act for a transaction by an issuer not involving any public offering.