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EXHIBIT INDEX
−Removed: 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.
−Removed: 001-40925), filed with the Securities and Exchange Commission on October 26, 2021)
+Added: Restated Certificate of Incorporation of the Registrant, as amended
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)
−Removed: Collaboration, License and Option Agreement, dated February 10, 2025, between Xilio Development, Inc.
−Removed: and AbbVie Group Holdings Limited
−Removed: Common Stock Purchase Agreement, dated February 10, 2025, between the Registrant and AbbVie Inc.
−Removed: Investor Rights Agreement, dated February 10, 2025, between the Registrant and AbbVie Inc.
+Added: Form of Pre-Funded Warrant Agreement (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-40925), filed with the Securities and Exchange Commission on June 3, 2025)
+Added: Form of Series A, Series B and Series C Warrant Agreement (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-40925), filed with the Securities and Exchange Commission on June 3, 2025)
+Added: Underwriting Agreement, dated June 2, 2025, by and between Xilio Therapeutics, Inc.
+Added: and Leerink Partners LLC, as representative of the underwriter named therein (incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No.
+Added: 001-40925), filed with the Securities and Exchange Commission on June 3, 2025)
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
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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.
−Removed: 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.
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.
+Added: August 14, 2025
/s/ René Russo
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(Principal Executive Officer)
+Added: August 14, 2025
/s/ Christopher Frankenfield
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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.