Xilio Therapeutics, Inc. 10-Q

Item 5. Other Information ​ (c) Director and Officer Trading Arrangements ​ 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 quarterly period covered by this Quarterly Report on Form 10-Q. ​ ​ 109 Table of Contents Item 6. Exhibits EXHIBIT INDEX Exhibit Number ​ Description 3.1 ​ Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on October 26, 2021) 3.2 ​ Second Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40925), filed with the Securities and Exchange Commission on April 3, 2023) 10.1*++ ​ Collaboration, License and Option Agreement, dated February 10, 2025, between Xilio Development, Inc. and AbbVie Group Holdings Limited 10.2*++ ​ Common Stock Purchase Agreement, dated February 10, 2025, between the Registrant and AbbVie Inc. 10.3*++ ​ Investor Rights Agreement, dated February 10, 2025, between the Registrant and AbbVie Inc. 31.1* ​ Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* ​ Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1+ ​ Certifications of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS* ​ XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document 101.SCH* ​ Inline XBRL Taxonomy Extension Schema Document 101.CAL* ​ Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* ​ Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* ​ Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* ​ Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 ​ Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101) * Filed herewith. + The certifications attached as Exhibit 32.1 are being furnished solely to accompany this Quarterly Report on Form 10-Q and will not be deemed to be “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference into such filing. ++ 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. ​ 110 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ XILIO THERAPEUTICS, INC. ​ ​ ​ Date: May 8, 2025 By: /s/ René Russo ​ ​ René Russo, Pharm.D. ​ ​ President and Chief Executive Officer ​ ​ (Principal Executive Officer) ​ ​ ​ ​ Date: May 8, 2025 By: /s/ Christopher Frankenfield ​ ​ Christopher Frankenfield ​ ​ Chief Financial Officer and Chief Operating Officer ​ ​ (Principal Financial Officer) ​ ​ ​ ​ ​ ​ ​ 111