8-K - Xilio Therapeutics, Inc. | StockGist

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Xilio Therapeutics, Inc. entered into an underwriting agreement for an underwritten offering of pre-funded warrants to purchase up to 74,780,300 shares of common stock, with expected net proceeds of approximately $37.1 million, to be used for advancing product development and general corporate purposes.

Key Takeaways

1The Company entered into an underwriting agreement with Leerink Partners LLC on February 11, 2026, for an offering of pre-funded warrants.

2The offering consists of pre-funded warrants to purchase up to 74,780,300 shares of common stock at a price to investors of $0.5349 per warrant.

3Each pre-funded warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share and is immediately exercisable.

4The Company estimates net proceeds from the offering of approximately $37.1 million after deducting underwriting discounts, commissions, and estimated offering expenses.

5The closing of the offering is expected to take place on or about February 13, 2026, subject to customary closing conditions.

6The exercise of pre-funded warrants is subject to a beneficial ownership limitation of 4.99% (or up to 19.99% at the holder's election) of the Company's outstanding common stock.

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. On February 11, 2026, Xilio Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underw

Material Agreement

$37.1M

7.01

, including the information contained in Exhibit 99.1, is being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section 18 of the

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated February 11, 2026, by and between Xilio Therapeutics,

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Underwriting Agreement
Parties: Xilio Therapeutics, Inc., Leerink Partners LLC

•Relates to an underwritten offering of pre-funded warrants to purchase up to 74,780,300 shares of common stock.
•Price to investors is $0.5349 per Pre-Funded Warrant.
•Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share.
•Contains customary representations, warranties, agreements, conditions to closing, indemnification obligations, and termination provisions.

Exhibits (5)

1.1

EX-1.1

4.1

EX-4.1

5.1

EX-5.1

8-K

99.1

EX-99.1