Xilio Therapeutics Inc美股招股说明书(2025-06-02版)

(To Prospectus dated May8, 2025) Shares of Common Stock (or Pre-Funded Warrants) shares of our common stock, par value $0.0001 per share (“common stock” and such warrants,the“pre-fundedwarrants”), accompanied by Series A warrants to purchase an aggregate of funded warrants) (the “Series A warrants”), Series B warrants to purchase an aggregate offunded warrants) (the “Series B warrants”) and Series C warrants to purchase an aggregate ofpre-funded warrants) (the “Series C warrants” and, together with the Series A warrants and Series B warrants, the “common stock warrants”). applicable exercise price shall instead be the exercise price less $0.0001 per share, and the resulting issued pre-funded warrant shall have an exercise price of$0.0001 per share. The Series A warrants will expire five years from the date of issuance and will have an exercise price equal to $per share of commonstock. In addition, each Series A warrant will immediately expire in proportion to the extent that the correspondingpre-fundedwarrant held by a holder isexercised prior to December1, 2025, subject to certain exceptions described below. The Series B warrants will have an exercise price equal to $of common stock and will expire on December2, 2025, subject to certain extensions described below. The Series C warrants will have an exercise price equal toper share of common stock and will expire on December2, 2026, subject to certain extensions described below. In addition, each Series C warrant willimmediately expire in proportion to the extent that the corresponding Series B warrant held by a holder expires without being exercised. Thepre-funded Pre-FundedWarrant andAccompanyingCommonStockWarrantsPublic offering price$Underwriting discounts and commissions(1)$Proceeds to us before expenses$ The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to the securitieshas been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanyingprospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any jurisdiction where the offer or saleis not permitted.in this offering, equal to 6.0% of the aggregate gross cash proceeds from warrant exercises, in any applicable quarter. See “Underwriting” on pageS-29ofthis prospectus supplement for additional disclosures regarding underwriting compensation and estimated offering expenses.Investing in our securities involves a high degree of risk. Before making an investment decision, please read theinformation under the heading “Risk Factors” beginning on pageS-11of this prospectus supplement and in thedocuments incorporated by reference into this prospectus supplement.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passedupon the accuracy or adequacy of this prospectus supplement. Any representation to the contrary is a criminal offense.We expect to deliver thepre-fundedwarrants, Series A warrants, Series B warrants and Series C warrants to purchasers on or aboutis the third business day following the date of pricing of the warrants (such settlement being referred to as “T+3”). See “Underwriting” for details.Thepre-fundedwarrants, Series A warrants, Series B warrants and Series C warrants will be delivered to purchasers in certificated form.Sole Bookrunner PROSPECTUS SUPPLEMENTABOUT THIS PROSPECTUS SUPPLEMENTMARKET, INDUSTRY AND OTHER DATA SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS INCORPORATION BY REFERENCECAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSABOUT XILIO THERAPEUTICS, INC. DESCRIPTION OF WARRANTSDESCRIPTION OF UNITS PLAN OF DISTRIBUTION This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and alsosupplements and updates information contained in the accompanying prospectus and the documents incorporated by reference herein. The second part,the accompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of thisdocument combined. To the extent there is a conflict between the information contained in this prospectus supplement and the information contained inthe accompanying prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely onthe information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement in another regulations of that jurisdiction. Persons into whose possession this prospectus supplement and accompanying prospectus comes are advised to informthemselves about and to observe any restrictions relating to the offering and the distribution of this prospectus supplement and accompanying When we refer to “Xilio Therap